-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/WtU6ojXgTvFYgbTLJEgolU0yOCPdvE3HaMRU+B6yQHextJdY3vyyx1GQK7s6d0 bB0LSM55II17Dxak7SJlhQ== 0001157523-04-005381.txt : 20040602 0001157523-04-005381.hdr.sgml : 20040602 20040602160113 ACCESSION NUMBER: 0001157523-04-005381 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040602 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERINT SYSTEMS INC CENTRAL INDEX KEY: 0001166388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 113200514 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49790 FILM NUMBER: 04844597 BUSINESS ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6319629600 MAIL ADDRESS: STREET 1: 330 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 a4653765.txt VERINT 8-K ================================================================================ 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 June 2, 2004 (Date of Earliest Event Reported) VERINT SYSTEMS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File No. 0-15502 Delaware 11-3200514 - ------------------------- ------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 330 South Service Road, Melville, New York 11747 ------------------------------------------- --------- (Address of principal Zip Code executive offices) Registrant's telephone number, including area code: (631) 962-9600 ================================================================================ Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Verint Systems Inc., dated June 2, 2004. Item 12. Results of Operations and Financial Condition. On June 2, 2004, Verint Systems Inc. issued an earnings release announcing its financial results for the quarter ended April 30, 2004. A copy of the earnings release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished pursuant to Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. 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. VERINT SYSTEMS INC. By: /s/Igal Nissim ---------------------------------- Name: Igal Nissim Title: Chief Financial Officer Dated: June 2, 2004 3 EXHIBIT INDEX Exhibit No. Description - ---------- ---------------------------------------- 99.1 Text of Press Release dated June 2, 2004 4 EX-99.1 2 a4653765ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Press Release Contact Alan Roden VP, Corporate Development and Investor Relations (631) 962-9304 alan.roden@verint.com Verint Systems Reports Record Fiscal 2004 First Quarter Sales Sales Grow to $56.6 Million; Increases 28% y-o-y and 8% Sequentially GAAP Earnings Per Diluted Share of $0.05 Pro Forma Earnings Per Diluted Share of $0.18 Melville, N.Y, June 2, 2004 - Verint Systems Inc. (NASDAQ: VRNT), announced record sales of $56,638,000 for the first quarter of fiscal 2004, ended April 30, 2004, compared with $44,415,000 for the first quarter of fiscal 2003, an increase of approximately 28% year-over-year. Verint's sales increased approximately 8% sequentially, compared with $52,425,000 for the fourth quarter of Fiscal 2003. Net income on a generally accepted accounting principles ("GAAP") basis was $1,514,000 for the first quarter of fiscal 2004, ($0.05 per diluted share), compared with net income of $3,512,000 ($0.14 per diluted share) for the first quarter of fiscal 2003, and net income of $5,782,000 ($0.18 per diluted share) for the fourth quarter of fiscal 2003. Net income on a pro forma basis was $5,919,000 for the first quarter of fiscal 2004, ($0.18 per diluted share), compared with pro forma net income of $3,581,000 ($0.14 per diluted share) for the first quarter of fiscal 2003. A reconciliation between results on a GAAP basis and results on a pro forma basis is provided in a table immediately following the Pro Forma Consolidated Statement of Operations. Dan Bodner, President and CEO of Verint, stated, "Our record first quarter sales were due to demand for our actionable intelligence solutions in the security and business intelligence markets. Pro forma income from operations of $5.9 million, which was also a record, grew 66% year-over-year." The Company ended the quarter with cash, cash equivalents and short-term investments of $208,508,000, working capital of $178,060,000, total assets of $342,005,000, and stockholders' equity of $252,375,000. Conference Call Information The Company will be conducting a conference call to review its fiscal 2004 first quarter results today at 4:30 PM EDT. An on-line, real-time Web cast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 703-639-1112. Please dial in 5-10 minutes prior to the scheduled start time. A replay of the conference call will be available on our website at www.verint.com until July 31, 2004 and by telephone at 703-925-2533, passcode 476580, for 7 days. Verint Systems Reports Record Fiscal 2004 First Quarter Sales June 2, 2004 Page 2 Financial highlights at and for the three month period ended April 30, 2003 and 2004 are as follows: GAAP Consolidated Statement of Operations (In thousands, except per share data) - ------------------------------------------------------------------ Three Months Ended April, 30, (Unaudited) ----------------------- 2003 2004 ----------- ---------- Sales $44,415 $56,638 Cost of sales 20,912 25,757 ----------- ---------- Gross profit 23,503 30,881 Operating Expenses Research and development, net 5,335 6,791 Selling, general and administrative 14,669 18,594 In-process research and development - 3,154 Write-down of capitalized software - 1,481 ----------- ---------- Income from operations 3,499 861 Interest and other income, net 515 582 ----------- ---------- Income before income tax provision 4,014 1,443 Income tax provision 502 (71) ----------- ---------- Net income $3,512 $1,514 =========== ========== Earnings per share: Basic $0.15 $0.05 =========== ========== Diluted $0.14 $0.05 =========== ========== Weighted average shares: Basic 23,708 30,400 Diluted 25,236 32,209 Verint Systems Reports Record Fiscal 2004 First Quarter Sales June 2, 2004 Page 3 Verint Systems provides pro forma net income and pro forma earnings per share data as additional information of its operating results. These measures are not in accordance with, or an alternative for, GAAP and may be different from pro forma measures used by other companies. The company believes that this presentation of pro forma data provides useful information to management and investors regarding certain additional financial and business trends relating to its financial condition and results of operations. In addition, the Company's management uses these measures for reviewing the financial results of the Company and for budget purposes: Pro Forma Consolidated Statement of Operations (In thousands, except per share data) --------------------------------------------------------------------------- Three Months Ended April, 30, (Unaudited) ---------------------------- 2003 2004 -------------- ------------- Sales $44,415 $56,638 Cost of sales 20,875 25,602 -------------- ------------- Gross profit 23,540 31,036 Operating Expenses Research and development, net 5,335 6,791 Selling, general and administrative 14,637 18,332 -------------- ------------- Income from operations 3,568 5,913 Interest and other income, net 515 582 -------------- ------------- Income before income tax provision 4,083 6,495 Income tax provision 502 576 -------------- ------------- Net income $3,581 $5,919 ============== ============= Earnings per share: Basic $0.15 $0.19 ============== ============= Diluted $0.14 $0.18 ============== ============= Weighted average shares: Basic 23,708 30,400 Diluted 25,236 32,209 - ---------------------------------------------------------------------------- Reconciliation of GAAP net income to pro forma net income - ---------------------------------------------------------------------------- GAAP net income 3,512 1,514 Amortization of purchased intangibles assets: Included in gross profit 37 155 Included in operating expenses 32 159 Amortization of stock based compensation - 103 Acquisition-related charges: In-process research and development - 3,154 Write-down of capitalized software - 1,481 Income tax effect - (647) -------------- ------------ Pro forma net income 3,581 5,919 - ---------------------------------------------------------------------------- Verint Systems Reports Record Fiscal 2004 First Quarter Sales June 2, 2004 Page 4
Balance Sheet Highlights (In thousands) - ------------------------------------------------------------------------------------------- April 30, ASSETS January 31, 2004 2004 (Unaudited) - ------------------------------------------- ----------------- ---------------- CURRENT ASSETS: Cash and cash equivalents $200,716 $184,808 Short-term investments 27,997 23,700 Accounts receivable, net 33,654 33,963 Inventories 15,833 12,957 Prepaid expenses and other current assets 6,007 7,304 ---------------- ---------------- TOTAL CURRENT ASSETS 284,207 262,732 PROPERTY AND EQUIPMENT, net 14,129 15,748 INTANGIBLE ASSETS 16,415 50,611 OTHER ASSETS 13,955 12,914 ---------------- ---------------- TOTAL ASSETS $328,706 $342,005 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------- CURRENT LIABILITIES: Accounts payable and accrued expenses $50,301 $49,942 Convertible note 2,200 - Current maturities of long-term bank loans 441 356 Advance payments from customers 26,701 34,374 ---------------- ---------------- TOTAL CURRENT LIABILITIES 79,643 84,672 LONG-TERM LIABILITIES 4,395 4,958 ---------------- ---------------- TOTAL LIABILITIES 84,038 89,630 STOCKHOLDERS' EQUITY 244,668 252,375 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $328,706 $342,005 ================ ================
Verint Systems Reports Record Fiscal 2004 First Quarter Sales June 2, 2004 Page 5 About Verint Systems Inc. Verint Systems Inc., headquartered in Melville, New York, is a leading provider of analytic software-based solutions for communications interception, networked video security and surveillance, and business intelligence. Verint software, which is used by over 1,000 organizations in over 50 countries worldwide, generates actionable intelligence through the collection, retention and analysis of voice, fax, video, email, Internet and data transmissions from multiple communications networks. Verint is a subsidiary of Comverse Technology, Inc. (NASDAQ: CMVT). Visit us at our website www.verint.com. Note: Certain statements concerning Verint's future revenues, earnings per share, results or prospects are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important risks, uncertainties and other important factors that could cause actual results to differ materially include, among others: changes in the demand for Verint's products; further decline in information technology spending; risks associated with acquiring and integrating the assets and business acquired from ECtel including products and technologies, as well as retaining key employees and customers, which could result in a substantial diversion of management resources, the incurrence of contingent liabilities, amortization of certain identifiable intangible assets, research and development write-offs and other acquisition-related expenses; the uncertainty of customer acceptance of Verint's products; aggressive competition may force Verint to reduce prices; Verint's lengthy and variable sales cycle makes it difficult to predict operating results; dependence on contracts with governments for a significant portion of Verint's revenues; inability to expand gross margin by reducing hardware in its product offerings; markets for Verint's products failing to develop; risks that Verint's intellectual property rights may not be adequate to protect its business; risks associated with rapidly changing technology and the ability of Verint to introduce new products on a timely and cost-effective basis; inability to maintain relationships with value added resellers and systems integrators; risks associated with Verint's ability to retain existing personnel and recruit and retain qualified personnel; risks associated with changes in the competitive or regulatory environment in which Verint operates; risks associated with significant foreign operations, including fluctuations in foreign currency exchange rates; risks associated with Comverse Technology, Inc. controlling Verint's business and affairs; and other risks described in filings with the Securities and Exchange Commission. All documents are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Verint's website at www.verint.com. Verint makes no commitment to revise or update any forward-looking statements. ### Verint, the Verint word mark, Actionable Intelligence, Powering Actionable Intelligence, STAR-GATE, RELIANT, LORONIX, SmartSight, Lanex and ULTRA are trademarks of Verint Systems Inc. Other names may be trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----