Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 19, 2010
VERINT SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-49790
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11-3200514 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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330 South Service Road, Melville, New York
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11747 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (631) 962-9600
None
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On
May 19, 2010, Verint Systems Inc. (Verint) issued a press release announcing that it
had filed its Annual Report on Form 10-K for the year ended January 31, 2010 with the Securities
and Exchange Commission and providing selected financial information for the year ended January 31,
2010. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by
reference into Items 2.02 and 7.01 in its entirety.
Item 7.01 Regulation FD Disclosure.
The information referred to in Item 2.02 Results of Operations and Financial Condition above
is hereby incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Number |
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Description |
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99.1
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Press Release of Verint Systems Inc., dated May 19, 2010.
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-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Verint Systems Inc.
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Date: May 19, 2010 |
By: |
/s/ Douglas E. Robinson
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Name: |
Douglas E. Robinson |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Press Release of Verint Systems Inc., dated May 19, 2010.
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Exhibit 99.1
Exhibit 99.1
Contacts:
Investor Relations
Alan Roden
Verint Systems Inc.
(631) 962-9304
alan.roden@verint.com
Press Release
Verint Files Annual Report on Form 10-K for the Year Ended January 31, 2010
MELVILLE,
N.Y. (BUSINESS WIRE) Verint® Systems Inc. (NQB:VRNT) today announced that it
has filed its Annual Report on Form 10-K for the year ended January 31, 2010 with the Securities
and Exchange Commission (SEC). With this filing, Verint has filed audited financial statements
through the end of its most recent fiscal year. The Company also intends to file its Quarterly
Reports on Form 10-Q for the first three quarters of the year ended January 31, 2010 and its
Quarterly Report on Form 10-Q for the quarter ended April 30, 2010, all of which are in process
and will be filed as soon as possible.
Todays filing represents a significant milestone for Verint as we are now up to date with our
annual 10-K filings. We look forward to completing our remaining quarterly filings for the last
fiscal year and expect our common stock to be re-listed on NASDAQ thereafter. We plan to hold an
investor conference call once we file our results for the quarter ended April 30, 2010, said Dan
Bodner, CEO and President of Verint Systems Inc.
Below is selected GAAP and non-GAAP financial information for the years ended January 31, 2010 and
2009.
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Selected GAAP Information |
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Selected Non-GAAP Information |
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For the Years Ended January 31, |
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For the Years Ended January 31, |
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(In thousands, except per share data) |
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2010 |
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2009 |
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2010 |
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2009 |
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Revenue |
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$ |
703,633 |
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$ |
669,544 |
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$ |
703,633 |
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$ |
675,434 |
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Gross Profit |
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463,698 |
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411,294 |
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477,573 |
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431,641 |
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Gross Margin |
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65.9 |
% |
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61.4 |
% |
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67.9 |
% |
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63.9 |
% |
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Operating Income
(Loss) |
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65,679 |
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(15,026 |
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195,627 |
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120,444 |
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Operating Margin |
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9.3 |
% |
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(2.2 |
%) |
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27.8% |
(1) |
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17.8 |
% |
Diluted EPS |
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$ |
0.06 |
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$ |
(2.88 |
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$ |
3.09 |
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$ |
1.65 |
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(1) |
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Our operating margin for the year ended January 31, 2010 benefited from the positive revenue
impact from changes in our business practices and the application of certain revenue recognition
methodologies as we worked towards completion of our financial filings, as well as other factors,
including certain expense control initiatives. Therefore, as previously disclosed, we do not
believe this level is sustainable. |
Bodner continued, We are a leader in the actionable intelligence market and have built a broad
portfolio of enterprise workforce optimization and security intelligence solutions which we believe
positions us well for continued success.
1
About Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures. For a
description of these non-GAAP financial measures, including the reasons management uses each
measure, and reconciliations of these non-GAAP financial measures to the most directly comparable
financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP),
please see Tables 2 and 3 as well as Supplemental Information About Non-GAAP Measures at the end
of this press release.
About Verint Systems Inc.
Verint® Systems Inc. is a global leader in Actionable Intelligence® solutions and value-added
services. Our solutions enable organizations of all sizes to make timely and effective decisions
to improve enterprise performance and make the world a safer place. More than 10,000 organizations
in over 150 countries including over 80% of the Fortune 100 use Verint solutions to capture,
distill, and analyze complex and underused information sources, such as voice, video, and
unstructured text. Headquartered in Melville, New York, we support our customers around the globe
directly and with an extensive network of selling and support partners. Visit us at our website
www.verint.com.
Cautions About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding expectations, predictions,
views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to
Verint Systems Inc. These forward-looking statements are not guarantees of future performance and
they are based on managements expectations that involve a number of risks and uncertainties, any
of which could cause actual results to differ materially from those expressed in or implied by the
forward-looking statements. Some of the factors that could cause actual future results or
conditions to differ materially from current expectations include: risks relating to the filing of
our SEC reports, including the occurrence of known contingencies or unforeseen events that could
delay our plan for completion of our outstanding financial statements, management distraction, and
significant expense; risk associated with the SECs initiation of an administrative proceeding on
March 3, 2010 to suspend or revoke the registration of our common stock under the Securities
Exchange Act of 1934 due to our previous failure to file an annual report on either Form 10-K or
Form 10-KSB since April 25, 2005 or quarterly reports on either Form 10-Q or Form 10-QSB since
December 12, 2005; risks related to the announcement by Standard & Poors (S&P) on January 29,
2010 that our credit rating had been placed on CreditWatch Developing, or that S&P could downgrade
our credit rating; risks associated with being a consolidated, controlled subsidiary of Comverse
Technology, Inc. (Comverse) and formerly part of Comverses consolidated tax group, including
risk of any future impact on us resulting from Comverses special committee investigation and
restatement or related effects, and risks related to our dependence on Comverse to provide us with
accurate financial information, including with respect to stock-based compensation expense and net
operating loss carryforwards (NOLs) for our financial statements; uncertainty regarding the
impact of general economic conditions, particularly in information technology spending, on our
business; risk that our financial results will cause us not to be compliant with the leverage ratio
covenant under our credit facility or that any delays in the filing of future SEC reports could
cause us not to be compliant with the financial statement delivery covenant under our credit
facility; risk that customers or partners delay or cancel orders or are unable to honor contractual
commitments due to liquidity issues, challenges in their business, or otherwise; risk that we will
experience liquidity or working capital issues and related risk that financing sources will be
unavailable to us on reasonable terms or at all; uncertainty regarding the future impact on our
business of our internal investigation, restatement, extended filing delay, and the SECs
administrative proceeding, including customer, partner, employee, and investor concern and
potential customer and partner transaction deferrals or losses; risks relating to the remediation
or inability to adequately remediate material weaknesses in our internal controls over financial
reporting and relating to the proper application of highly complex accounting rules and
pronouncements in order to produce accurate SEC reports on a timely basis; risks relating to our
implementation and maintenance of adequate systems and internal controls for our current and future
operations and reporting needs; risk of possible future restatements if the special processes used
to prepare the financial statements contained in our Annual Report on Form 10-K for the year ended
January 31, 2010 or the regular recurring processes that will be used to produce future SEC reports
are inadequate; risk associated with current or future regulatory actions or private litigations
relating to our internal investigation, restatement, or delay in timely making required SEC
filings; risk that we will be unable to re-list our common stock on NASDAQ or another national
securities exchange and maintain such listing; risks associated with Comverse controlling our board
of directors and a majority of our common stock (and therefore the results of any significant
stockholder vote); risks associated with significant leverage resulting from our current debt
position; risks due to aggressive competition in all of our markets, including with respect to
maintaining margins and sufficient levels of investment in the business and with respect to
introducing quality products which achieve market acceptance; risks created by continued
consolidation of competitors or introduction of large competitors in our markets with greater
resources than us; risks associated with significant foreign and international operations,
including exposure to fluctuations in exchange rates; risks associated
2
with complex and changing local and foreign regulatory environments; risks associated with our
ability to recruit and retain qualified personnel in all geographies in which we operate;
challenges in accurately forecasting revenue and expenses; risks associated with acquisitions and
related system integrations; risks relating to our ability to improve our infrastructure to support
growth; risks that our intellectual property rights may not be adequate to protect our business or
that others may make claims on our intellectual property or claim infringement on their
intellectual property rights; risks associated with a significant amount of our business coming
from domestic and foreign government customers; risk that we improperly handle sensitive or
confidential information or perception of such mishandling; risks associated with dependence on a
limited number of suppliers for certain components of our products; risk that we are unable to
maintain and enhance relationships with key resellers, partners and systems integrators; and risk
that use of our NOLs or other tax benefits may be restricted or eliminated in the future. We assume
no obligation to revise or update any forward-looking statement, except as otherwise required by
law. For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the
year ended January 31, 2010.
VERINT, the VERINT logo, ACTIONABLE INTELLIGENCE, POWERING ACTIONABLE INTELLIGENCE, WITNESS
ACTIONABLE SOLUTIONS, STAR-GATE, RELIANT, VANTAGE, X-TRACT, NEXTIVA, EDGEVR, ULTRA, AUDIOLOG,
WITNESS, the WITNESS logo, IMPACT 360, the IMPACT 360 logo, IMPROVE EVERYTHING, EQUALITY,
CONTACTSTORE, EYRETEL, BLUE PUMPKIN SOFTWARE, BLUE PUMPKIN, the BLUE PUMPKIN logo, EXAMETRIC and
the EXAMETRIC logo, CLICK2STAFF, STAFFSMART, AMAE SOFTWARE and the AMAE logo are trademarks and
registered trademarks of Verint Systems Inc. Other trademarks mentioned are the property of their
respective owners.
3
Table 1
Verint Systems Inc. and Subsidiaries
Selected GAAP Consolidated Statement of Operations Information
(In thousands, except per share data)
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For the Years Ended January 31, |
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2010 |
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2009 |
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Revenue: |
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Product |
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$ |
374,272 |
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$ |
365,485 |
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Service and support |
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329,361 |
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304,059 |
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Total revenue |
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703,633 |
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669,544 |
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Cost of revenue: |
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Product |
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131,523 |
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131,638 |
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Service and support |
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100,391 |
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117,588 |
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Amortization and impairment of acquired technology and backlog |
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8,021 |
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9,024 |
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Total cost of revenue |
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239,935 |
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258,250 |
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Gross profit |
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463,698 |
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411,294 |
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Operating expenses: |
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Research and development, net |
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83,797 |
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88,309 |
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Selling, general and administrative |
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291,813 |
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282,147 |
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Amortization of other acquired intangible assets |
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22,268 |
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25,249 |
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Impairments of goodwill and other acquired intangible assets |
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25,961 |
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Integration, restructuring and other, net |
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141 |
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4,654 |
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Total operating expenses |
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398,019 |
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426,320 |
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Operating income (loss) |
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65,679 |
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(15,026 |
) |
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Other income (expense), net |
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Interest income |
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616 |
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1,872 |
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Interest expense |
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(24,964 |
) |
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(37,211 |
) |
Other expense, net |
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(17,123 |
) |
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(8,541 |
) |
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Total other expense, net |
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(41,471 |
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(43,880 |
) |
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Income (loss) before provision for income taxes |
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24,208 |
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(58,906 |
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Provision for income taxes |
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7,108 |
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19,671 |
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Net income (loss) |
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17,100 |
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(78,577 |
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Net income attributable to noncontrolling interest |
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1,483 |
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1,811 |
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Net income (loss) attributable to Verint Systems Inc. |
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15,617 |
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(80,388 |
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Dividends on preferred stock |
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(13,591 |
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(13,064 |
) |
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Net income (loss) applicable to Verint Systems Inc. common
shares |
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$ |
2,026 |
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$ |
(93,452 |
) |
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Net income (loss) per share attributable to Verint Systems Inc. |
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Basic |
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$ |
0.06 |
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$ |
(2.88 |
) |
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Diluted |
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$ |
0.06 |
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$ |
(2.88 |
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Weighted-average common shares outstanding |
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Basic |
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32,478 |
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32,394 |
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Diluted |
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33,127 |
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32,394 |
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4
Table 2
Verint Systems Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Results
(In thousands, except per share data)
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For the Years Ended January 31, |
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2010 |
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2009 |
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Table of
Reconciliation from GAAP Revenue to Non-GAAP Revenue |
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GAAP revenue |
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$ |
703,633 |
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$ |
669,544 |
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Revenue adjustments related to acquisitions |
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5,890 |
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Non-GAAP revenue |
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$ |
703,633 |
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$ |
675,434 |
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Table of
Reconciliation from GAAP Gross Profit to Non-GAAP Gross Profit |
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GAAP gross profit |
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$ |
463,698 |
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$ |
411,294 |
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Revenue adjustments related to acquisitions |
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5,890 |
|
Amortization and impairment of acquired technology and backlog |
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8,021 |
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9,024 |
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Stock-based compensation expenses |
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5,854 |
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5,433 |
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Non-GAAP gross profit |
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$ |
477,573 |
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$ |
431,641 |
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Table of
Reconciliation from GAAP Operating Income (Loss) to Non-GAAP Operating Income |
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GAAP operating income (loss) |
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$ |
65,679 |
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$ |
(15,026 |
) |
Revenue adjustments related to acquisitions |
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5,890 |
|
Amortization and impairment of acquired technology and backlog |
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|
8,021 |
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|
9,024 |
|
Amortization of other acquired intangible assets |
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|
22,268 |
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|
25,249 |
|
Impairments of goodwill and other acquired intangible assets |
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|
25,961 |
|
Integration costs |
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|
3,261 |
|
Restructuring costs |
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141 |
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|
5,685 |
|
Other legal costs (recoveries) |
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(4,292 |
) |
Stock-based compensation expenses |
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|
44,245 |
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|
36,011 |
|
Acquisition related professional fees |
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|
762 |
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Expenses related to our restatement and extended filing delay |
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|
54,511 |
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|
28,681 |
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Non-GAAP operating income |
|
$ |
195,627 |
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|
$ |
120,444 |
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Table of
Reconciliation from GAAP Other Expense, net to Non-GAAP Other Expense, net |
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GAAP other expense, net |
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$ |
(41,471 |
) |
|
$ |
(43,880 |
) |
Unrealized gains and losses on investments and derivatives |
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(8,049 |
) |
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|
(1,807 |
) |
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Non-GAAP other expense, net |
|
$ |
(49,520 |
) |
|
$ |
(45,687 |
) |
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Table of
Reconciliation from GAAP Provision for Income Taxes to Non-GAAP Provision for Income Taxes |
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GAAP provision for income taxes |
|
$ |
7,108 |
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$ |
19,671 |
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Non-cash tax adjustments |
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|
4,553 |
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|
(16,352 |
) |
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|
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|
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Non-GAAP provision for income taxes |
|
$ |
11,661 |
|
|
$ |
3,319 |
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|
Table
of Reconciliation from GAAP Net Income (Loss) Attributable to Verint
Systems Inc. Common Shares to Non-GAAP Net Income Attributable to
Verint Systems Inc. Common Shares |
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|
|
|
|
|
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|
|
GAAP net income (loss) attributable to Verint Systems Inc. common shares |
|
$ |
2,026 |
|
|
$ |
(93,452 |
) |
Revenue adjustments related to acquisitions |
|
|
|
|
|
|
5,890 |
|
Amortization and impairment of acquired technology and backlog |
|
|
8,021 |
|
|
|
9,024 |
|
Amortization of other acquired intangible assets |
|
|
22,268 |
|
|
|
25,249 |
|
Impairments of goodwill and other acquired intangible assets |
|
|
|
|
|
|
25,961 |
|
Integration costs |
|
|
|
|
|
|
3,261 |
|
Restructuring costs |
|
|
141 |
|
|
|
5,685 |
|
Other legal costs (recoveries) |
|
|
|
|
|
|
(4,292 |
) |
Stock-based compensation expenses |
|
|
44,245 |
|
|
|
36,011 |
|
Acquisition related professional fees |
|
|
762 |
|
|
|
|
|
Expenses related to our restatement and extended filing delay |
|
|
54,511 |
|
|
|
28,681 |
|
Unrealized gains and losses on investments and derivatives |
|
|
(8,049 |
) |
|
|
(1,807 |
) |
Non-cash tax adjustments |
|
|
(4,553 |
) |
|
|
16,352 |
|
|
|
|
|
|
|
|
Non-GAAP net income attributable to Verint Systems Inc. common shares |
|
$ |
119,372 |
|
|
$ |
56,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
Comparing GAAP Diluted Net Income (Loss) Per Share Attributable to
Verint Systems Inc. to Non-GAAP Net Income Per Share Attributable to
Verint Systems Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP diluted net income (loss) per share |
|
$ |
0.06 |
|
|
$ |
(2.88 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted net income per share |
|
$ |
3.09 |
|
|
$ |
1.65 |
|
|
|
|
|
|
|
|
Shares used in computing GAAP diluted net income (loss) per share (in thousands) |
|
|
33,127 |
|
|
|
32,394 |
|
|
|
|
|
|
|
|
Shares used in computing non-GAAP diluted net income per share (in thousands) |
|
|
43,010 |
|
|
|
42,298 |
|
|
|
|
|
|
|
|
5
Table 3
Verint Systems Inc. and Subsidiaries
GAAP and Non-GAAP Segment Revenue
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
GAAP Revenue By Segment |
|
|
|
|
|
|
|
|
Enterprise Workforce Optimization Segment |
|
$ |
374,778 |
|
|
$ |
352,367 |
|
|
|
|
|
|
|
|
|
Video Intelligence Segment |
|
|
144,970 |
|
|
|
127,012 |
|
Communications Intelligence and Investigative Segment |
|
|
183,885 |
|
|
|
190,165 |
|
|
|
|
|
|
|
|
Total Video and Communications Intelligence |
|
|
328,855 |
|
|
|
317,177 |
|
|
|
|
|
|
|
|
GAAP Total Revenue |
|
$ |
703,633 |
|
|
$ |
669,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue adjustments related to acquisitions |
|
$ |
|
|
|
$ |
5,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Revenue By Segment |
|
|
|
|
|
|
|
|
Enterprise Workforce Optimization Segment |
|
$ |
374,778 |
|
|
$ |
358,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Video Intelligence Segment |
|
|
144,970 |
|
|
|
127,012 |
|
Communications Intelligence and Investigative Segment |
|
|
183,885 |
|
|
|
190,165 |
|
|
|
|
|
|
|
|
Total Video and Communications Intelligence |
|
|
328,855 |
|
|
|
317,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Total Revenue |
|
$ |
703,633 |
|
|
$ |
675,434 |
|
|
|
|
|
|
|
|
6
Table 4
Verint Systems Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
As of January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
184,335 |
|
|
$ |
115,928 |
|
Restricted cash and bank time deposits |
|
|
5,206 |
|
|
|
7,722 |
|
Accounts receivable, net of allowance for doubtful accounts of
$4.7 million and $6.0 million respectively. |
|
|
127,826 |
|
|
|
113,178 |
|
Inventories |
|
|
14,373 |
|
|
|
20,455 |
|
Deferred cost of revenue |
|
|
11,232 |
|
|
|
8,935 |
|
Deferred income taxes |
|
|
21,140 |
|
|
|
14,314 |
|
Prepaid expenses and other current assets |
|
|
43,414 |
|
|
|
32,434 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
407,526 |
|
|
|
312,966 |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
24,453 |
|
|
|
30,544 |
|
Goodwill |
|
|
724,670 |
|
|
|
709,984 |
|
Intangible assets, net |
|
|
173,833 |
|
|
|
200,203 |
|
Capitalized software development costs, net |
|
|
8,530 |
|
|
|
10,489 |
|
Deferred cost of revenue |
|
|
33,019 |
|
|
|
47,913 |
|
Deferred income taxes |
|
|
7,469 |
|
|
|
6,478 |
|
Other assets |
|
|
16,837 |
|
|
|
18,816 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,396,337 |
|
|
$ |
1,337,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Preferred Stock, and Stockholders Deficit |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
46,570 |
|
|
$ |
38,484 |
|
Accrued expenses and other liabilities |
|
|
154,935 |
|
|
|
146,338 |
|
Current maturities of long-term debt |
|
|
22,678 |
|
|
|
4,088 |
|
Deferred revenue |
|
|
183,719 |
|
|
|
160,918 |
|
Deferred income taxes |
|
|
487 |
|
|
|
403 |
|
Liabilities to affiliates |
|
|
1,709 |
|
|
|
1,389 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
410,098 |
|
|
|
351,620 |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
598,234 |
|
|
|
620,912 |
|
Deferred income taxes |
|
|
21,425 |
|
|
|
13,424 |
|
Deferred revenue |
|
|
51,412 |
|
|
|
88,985 |
|
Other liabilities |
|
|
44,193 |
|
|
|
52,980 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,125,362 |
|
|
|
1,127,921 |
|
|
|
|
|
|
|
|
Preferred Stock $0.001 par value; authorized 2,500,000 shares.
Series A convertible preferred stock; 293,000 shares issued and
outstanding; aggregate liquidation preference and redemption value
of $325,904 at January 31, 2010. |
|
|
285,542 |
|
|
|
285,542 |
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
Stockholders Deficit: |
|
|
|
|
|
|
|
|
Common stock $0.001 par value; authorized 120,000,000 shares.
Issued 32,687,000 and 32,623,000 shares, respectively; outstanding
32,584,000 and 32,535,000 shares, respectively. |
|
|
33 |
|
|
|
32 |
|
Additional paid-in capital |
|
|
451,166 |
|
|
|
419,937 |
|
Treasury
stock, at cost 103,000 and 88,000 shares, respectively. |
|
|
(2,493 |
) |
|
|
(2,353 |
) |
Accumulated deficit |
|
|
(420,338 |
) |
|
|
(435,955 |
) |
Accumulated other comprehensive loss |
|
|
(43,134 |
) |
|
|
(58,404 |
) |
|
|
|
|
|
|
|
Total Verint Systems Inc. stockholders deficit |
|
|
(14,766 |
) |
|
|
(76,743 |
) |
Noncontrolling interest |
|
|
199 |
|
|
|
673 |
|
|
|
|
|
|
|
|
Total liabilities stockholders deficit |
|
|
(14,567 |
) |
|
|
(76,070 |
) |
|
|
|
|
|
|
|
Total liabilities, preferred stock, and stockholders deficit |
|
$ |
1,396,337 |
|
|
$ |
1,337,393 |
|
|
|
|
|
|
|
|
7
Table 5
Verint Systems Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
17,100 |
|
|
$ |
(78,577 |
) |
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
49,290 |
|
|
|
55,142 |
|
Provision for doubtful accounts |
|
|
849 |
|
|
|
793 |
|
Impairments of assets |
|
|
|
|
|
|
25,961 |
|
Stock-based compensation |
|
|
31,195 |
|
|
|
32,040 |
|
Provision for deferred income taxes |
|
|
(62 |
) |
|
|
17,768 |
|
Non-cash losses on derivative financial instruments, net |
|
|
14,709 |
|
|
|
14,591 |
|
Non-cash gains on sales of auction rate securities |
|
|
|
|
|
|
(4,713 |
) |
Other non-cash items, net |
|
|
1,443 |
|
|
|
441 |
|
Changes in operating assets and liabilities, net of effects
of business combinations: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(13,910 |
) |
|
|
(3,328 |
) |
Inventories |
|
|
5,686 |
|
|
|
(2,761 |
) |
Deferred cost of revenue |
|
|
14,082 |
|
|
|
12,201 |
|
Accounts payable and accrued expenses |
|
|
12,912 |
|
|
|
(10,754 |
) |
Deferred revenue |
|
|
(21,143 |
) |
|
|
(7,329 |
) |
Prepaid expenses and other assets |
|
|
(11,542 |
) |
|
|
8,876 |
|
Other liabilities |
|
|
471 |
|
|
|
(6,877 |
) |
Other, net |
|
|
(243 |
) |
|
|
161 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
100,837 |
|
|
|
53,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash paid for business combinations, net of cash acquired,
including payments of contingent consideration |
|
|
(96 |
) |
|
|
(3,092 |
) |
Purchases of property and equipment |
|
|
(4,965 |
) |
|
|
(11,113 |
) |
Sales and maturities of investments |
|
|
|
|
|
|
7,000 |
|
Settlements of derivative financial instruments not
designated as hedges |
|
|
(19,414 |
) |
|
|
(10,041 |
) |
Cash paid for capitalized software development costs |
|
|
(2,715 |
) |
|
|
(4,547 |
) |
Other investing activities |
|
|
2,591 |
|
|
|
(4,454 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(24,599 |
) |
|
|
(26,247 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from borrowings |
|
|
|
|
|
|
15,000 |
|
Repayments of borrowings and other financing obligations |
|
|
(6,088 |
) |
|
|
(2,869 |
) |
Payment of debt issuance and other debt related costs |
|
|
(152 |
) |
|
|
(150 |
) |
Dividends paid to noncontrolling interest |
|
|
(4,145 |
) |
|
|
|
|
Other financing activities |
|
|
(106 |
) |
|
|
(93 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(10,491 |
) |
|
|
11,888 |
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
2,660 |
|
|
|
(6,581 |
) |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
68,407 |
|
|
|
32,695 |
|
Cash and cash equivalents, beginning of period |
|
|
115,928 |
|
|
|
83,233 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
184,335 |
|
|
$ |
115,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
24,705 |
|
|
$ |
36,544 |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
11,661 |
|
|
$ |
3,319 |
|
|
|
|
|
|
|
|
Non-cash investing and financing transactions: |
|
|
|
|
|
|
|
|
Accrued but unpaid purchases of property and equipment |
|
$ |
642 |
|
|
$ |
382 |
|
|
|
|
|
|
|
|
Inventory transfers to property and equipment |
|
$ |
621 |
|
|
$ |
1,325 |
|
|
|
|
|
|
|
|
Settlement of embedded derivative |
|
$ |
|
|
|
$ |
8,121 |
|
|
|
|
|
|
|
|
Dividend to noncontrolling interest declared, but paid in
subsequent period |
|
$ |
|
|
|
$ |
2,142 |
|
|
|
|
|
|
|
|
8
Verint Systems Inc. and Subsidiaries
Supplemental Information About Non-GAAP Measures
This press release contains non-GAAP measures. Tables 2 and 3 include a reconciliation of each
non-GAAP financial measure presented in this press release to the most directly comparable
financial measure prepared in accordance with Generally Accepted Accounting Principles (GAAP).
Non-GAAP measures should not be considered in isolation or as a substitute for comparable measures
of financial performance prepared in accordance with GAAP. We believe that the non-GAAP measures we
present have limitations in that they do not reflect all of the amounts associated with our results
of operations as determined in accordance with GAAP and that these measures should only be used to
evaluate our results of operations in conjunction with the corresponding GAAP measures.
We believe that the non-GAAP measures presented in the press release provide meaningful
supplemental information regarding Verints operating results primarily because they exclude
certain non-cash charges or items that we do not consider part of ongoing operating results when
planning and forecasting and when assessing the performance of our business, with our individual
operating segments or our senior management. We believe that our
non-GAAP measures also facilitate the comparison by management and investors of results between
periods and among our peer companies.
As set forth in Table 2, our non-GAAP measures reflect adjustments to the corresponding GAAP
measure based on the items set forth below. The purpose of these adjustments is to give an
indication of our performance exclusive of certain non-cash charges and other items that are
considered by our senior management to be outside of our ongoing operating results.
Acquisition Related Adjustments
Acquisition related adjustments include (i) revenue adjustments related to acquisitions, (ii)
amortization of acquisition-related intangibles, (iii) integration costs, (iv) acquisition related
write-downs, (v) in-process research and development, (vi) impairment of goodwill and intangible
assets and (vii) acquisition related professional fees. These adjustments are discussed below.
Revenue adjustments related to acquisitions. We exclude from our non-GAAP revenue the impact of
fair value adjustments required under GAAP relating to acquired customer support contracts which
would have otherwise been recognized on a standalone basis. We also exclude certain sales
concession adjustments associated with acquisitions, relating to accounts receivable balances that
existed prior to the acquisition date. We exclude these adjustments from our non-GAAP measures
because these are not reflective of our ongoing operations.
Amortization of acquisition-related intangibles. When we acquire an entity, we are required under
GAAP to record the fair values of the intangible assets of the acquired entity and amortize them
over their useful lives. We exclude the amortization of acquisition-related intangibles from our
non-GAAP measures. These expenses are excluded from our non-GAAP measures because they are
non-cash charges. In addition, these amounts are inconsistent in amount and frequency and are
significantly impacted by the timing and size of acquisitions. Thus, we also exclude these amounts
to provide better comparability of pre- and post-acquisition operating results.
Integration costs. We exclude from our non-GAAP measures expenses directly related to the
integration of acquired entities. These expenses are excluded from our non-GAAP measures because
they are not reflective of our ongoing operations.
In-process research and development. We exclude from our non-GAAP measures the fair value of
in-process research and development upon the date of an acquisition, which represents incomplete
research and development projects that had not yet reached technological feasibility and have no
known alternative future use as of the date of the acquisition. These expenses are excluded from
our non-GAAP measures because they are non-cash charges.
Impairment of goodwill and other acquired intangible assets. Goodwill represents the excess of the
purchase price in a business combination over the fair value of net tangible and identifiable
intangible assets acquired. We exclude from our non-GAAP measures charges relating to impairment
of goodwill and acquired identifiable intangible assets. These expenses are excluded from our
non-GAAP measures because they are non-cash charges.
9
Other legal costs and recoveries. We exclude from our non-GAAP measures other legal fees and
settlements associated with certain intellectual property inherited from acquisitions and certain
other litigation unrelated to acquisitions. We excluded these items from our non-GAAP results
because they are not reflective of our ongoing operations.
Acquisition related professional fees. We exclude from our non-GAAP measures legal and other
professional fees associated with acquisitions. We excluded these items from our non-GAAP results
because they are not reflective of our ongoing operations.
Other Adjustments
Stock-based compensation expenses. We exclude stock-based compensation expenses related to stock
options, restricted stock awards and units and phantom stock from our non-GAAP measures. These
expenses are excluded from our non-GAAP measures because they are predominately non-cash charges.
Expenses related to our restatement and extended filing delay. We exclude from our non-GAAP
measures expenses associated with our restatement of previously filed financial statements and our
extended filing delay. These expenses included professional fees and related expenses as well as
expenses associated with a special cash
retention program. These expenses are excluded from our non-GAAP measures because they are not
reflective of our ongoing operations.
Restructuring costs. We exclude from our non-GAAP measures expense associated with the
restructuring of our operations due to internal or external market factors. These expenses are
excluded from our non-GAAP measures because they are not reflective of our ongoing operations.
Unrealized gains and losses on investments and derivatives. We exclude from our non-GAAP measures
investment write-down in auction rate securities and unrealized gain/(loss) on embedded
derivatives, interest rate swaps, and foreign currency derivatives. These gains/(expenses) are
excluded from our non-GAAP measures because they are non-cash gains/(charges).
Non-cash tax adjustments. Our non-GAAP provision reflects the amount of taxes we actually paid.
Non-cash tax adjustments is the difference between this amount and our GAAP tax provision.
10