- Filing of certain prospectuses and communications in connection with business combination transactions (425)
10 Settembre 2012 - 10:16PM
Edgar (US Regulatory)
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Filed by Verint
Systems Inc. Commission File No. 001-34807 Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934 Subject Company: Comverse Technology, Inc.
Commission File No. 001-35303 Additional Information This presentation does
not constitute an offer of any securities for sale. In connection with the
proposed merger between Verint Systems Inc. (Verint) and Comverse
Technology, Inc. (CTI), Verint and CTI expect to file with the Securities
and Exchange Commission (SEC) a joint proxy statement/prospectus as part of
a registration statement regarding the proposed transaction. Investors and
security holders are urged to read the joint proxy statement/prospectus and any
other relevant documents filed by Verint and/or CTI with the SEC because they
will contain important information about Verint and CTI and the proposed
transaction. Investors and security holders may obtain free copies of the
definitive joint proxy statement/prospectus and other documents when filed by
Verint and CTI with the SEC at www.sec.gov or www.verint.com or www.cmvt.com.
Investors and security holders are urged to read the joint proxy
statement/prospectus and other relevant material when they become available
before making any voting or investment decisions with respect to the merger.
This presentation is not a solicitation of a proxy from any security holder
of Verint or CTI and shall not constitute an offer to sell or a solicitation
of an offer to buy securities, nor shall there be any sale of securities in
any jurisdiction in which such solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933. However, Verint, CTI and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the proposed transaction under
the rules of the SEC. Information about the directors and executive officers
of Verint may be found in its Annual Report on Form 10-K for the year ended
January 31, 2012 and in its definitive proxy statement relating to its 2012
Annual Meeting of Stockholders filed with the Securities and Exchange
Commission on May 14, 2012. Information about the directors and executive
officers of CTI may be found in its Annual Report on Form 10-K for the year
ended January 31, 2012 and in its definitive proxy statement on Schedule 14A
filed with the SEC on September 6, 2012 and the preliminary information
statement attached thereto.
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Verint Systems Inc. Making Big Data
Actionable TM September 2012
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Forward-Looking
Statements This presentation contains "forward-looking statements,"
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 management's
expectations that involve a number of risks and uncertainties which could
cause actual results to differ materially from those expressed in or implied
by the forward-looking statements. Important risks, uncertainties, and other
factors could cause actual results to differ materially from our
forward-looking statements. The forward-looking statements contained in this
presentation are made as of the date of this presentation and, except as
required by law, Verint assumes no obligation to update or revise them or to
provide reasons why actual results may differ. For a more detailed discussion
of how these and other risks and uncertainties could cause Verints actual
results to differ materially from those indicated in its forward-looking
statements, see Verints prior filings with the Securities and Exchange
Commission.
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Non-GAAP
Financial Measures This presentation includes financial measures not prepared
in accordance with generally accepted accounting principles (GAAP). 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 GAAP, please see the Appendix to this presentation, Verints
press releases, as well as the GAAP to non-GAAP reconciliation found under
the Investor Relations tab on Verints website.
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Intelligent
organizations are differentiating themselves and driving competitive
advantage through big data analytics The Big Data Analytics Opportunity
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Making Big Data
Actionable Collection and Applications Enterprise Applications Security Applications
Higher Growth Collection
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Enterprise Case
Study More than 50 million customer telephony interactions per year More 300
million customer text related interactions per year - emails, surveys and
unstructured text Security Case Study Tens of millions of communications per
day - phone, email, chat, SMS, web session, social media, etc. Requires
multiple Petabytes of storage Objective: Extract intelligence from customer
interactions for customer centric operations Objective: Extract intelligence
from communications to fight crime and terrorism Enterprise Security Helping
Customers Collect Big Data - Examples
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Large base of
more than 10,000 customers provides Verint the opportunity to deliver
analytical applications across multiple markets Large and Diversified
Customer Base Note: % represent percentage of Global Fortune 500 companies
that are Verint customers. Finance 90% Healthcare 80% Government Many
countries around the world Retail 70% Communications 70% 70% 50% Strong
Presence Across Global Fortune 500 Companies Insurance Utilities
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Enterprise and
Security Mix Note: Percentages based on revenue in FYE January 31, 2012.
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Discover
Business Trends Optimize the Workforce Our solutions enable customer service
operations to enhance the customer experience while increasing revenue and
improving profitability Enterprise Intelligence We are expanding from our
strong position in the contact center into branch, back-office and customer
experience functions Understand Customer Sentiment
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Benefit to
Customers Ability to share data across applications Lower total cost of
ownership Common database and GUI Simplified system administration Benefit to
Verint Incremental revenue opportunity By year-end 2015, 30% of large
organizations will adopt an integrated approach to WFO, and will achieve the
associated increases in operational efficiency and customer
satisfaction." Gartner, Technology Overview for Contact Center
Workforce Optimization, May 25, 2012. Benefits of the Suite Enterprise Intelligence
- Suite Growth Drivers
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Benefit to
Customers Common tools and methodologies across customer operations Holistic
view of customer experience Ability to share workload across enterprise
Benefit to Verint Increases Verints addressable market As enterprises seek
to make more sense of complex customer interactions they come to recognize
the limits of their siloed legacy data capture systems... Ovum, Contact
Center Analytics Look a Lot Like Big Data, February 9, 2012 Contact Center
Branch Chief Customer Officer Back Office Enterprise Intelligence - Silos
Growth Drivers Benefits of Breaking Down the Silos
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Optimize Public
Safety Call Centers Improve Physical Security Cost Effectively Generate
Intelligence and Collect Evidence Security Intelligence Our solutions enable
security organizations to leverage big data from a wide range of
communications, video and data sources to enhance security and prevent crime
and terrorism Migration to IP networks create new challenges and new
opportunities for law enforcement and security organizations
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Security
Intelligence Growth Drivers Communications Intelligence Transition to IP
networks Web and cyber security Physical Security Continue transition from
analog to IP video Effective management of disparate systems Public Safety
Improved emergency response Growth Trends Ongoing crime and terrorism is
primarily being addressed by legacy technology The market is seeking
innovative solutions for collection, fusion and analysis
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Go-to-Market
Strategy Growing sales force and channel partners Verticalized direct sales
force with subject matter expertise ~700 professionals in sales and marketing
Partner strategy broadens market coverage 50% of business through channel
partners: OEMs, SIs and regional resellers Flexible business models
Perpetual, software-as-a-service, managed services Business models reflect
customer preferences Enterprise, typical software model Security, prefer
turnkey solutions
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Financial
Highlights
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Revenue Trends
53% Americas, 27% EMEA and 20% APAC Note: Financial data is non-GAAP.
Percentage of total based on revenue in FYE January 31, 2012. ($s in
millions)
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Income
Statement Trends Operating Margin Trends Shift to Higher Value Solutions
Fiscal year ended January 31, Fiscal year ended January 31, Note: Financial
data is non-GAAP. ($s in millions) $26 $75 $120 $196 $185 $177 7% 13% 18%
28% 25% 22% 2007 2008 2009 2010 2011
2012 Operating Income % Margin $206 $357 $432 $478 $504 $544 56% 62% 64% 68%
69% 68% $100 $200 $300 $400 $500 $600
2007 2008 2009 2010 2011 2012 Gross Profit % Margin
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Q2 Summary and
Full Year Outlook Note: Financial data is non-GAAP. ($s in Millions, except
per share data) Actual Guidance Q1 Q2 H1 Year Revenue $200.2 $215.1 $415.3
$850-$870 Gross Profit $136.4 $143.3 $279.7 Fluctuates Based on Mix Gross
Margin 68.1% 66.6% 67.4% Operating Profit $39.4 $43.0 $82.5 Low 20%s
Operating Margin 19.7% 20.0% 19.9% EPS $0.53 $0.58 $1.11 $2.50-$2.65
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Efficient
Capital Structure ($ in millions) Net Debt Capital Structure Highlights Net
Debt/ EBITDA As of January 31, Low Cost Debt $594 million of debt maturing through
2017 3.25% with 1.25% Libor floor Low and Declining Leverage Cash at 7/31/12:
$184 million LTM EBITDA: $196 million Strong cash generation Equity ~52
million diluted shares upon completion of Comverse merger Fiscal year ended
January 31, Note: Financial data is non-GAAP. $523 $501 $431 $400 $434 $410
$510 $530 $550 2008 2009 2010 2011 2012 7/31/12 5.5x 3.5x 2.0x 2.0x 2.2x 2.1x
2008 2009 2010 2011 2012 LTM 7/31/12
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Summary
Verints strong market presence in big data collection provides a solid
foundation for delivering applications and growth Large installed base
provides stability and recurring revenue Strong economy: Opportunity to
accelerate adoption of applications Weak economy: Maintenance stream,
compliance and high value ROI Strong cash generation Free cash flow used for
technology M&A or debt reduction Long-term Model Opportunity to
accelerate growth as mix shifts Opportunity to expand margins with scale
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Appendix
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About Non-GAAP
Financial Measures The following tables include a reconciliation of certain
financial measures prepared in accordance with Generally Accepted Accounting
Principles (GAAP) to the most directly comparable financial measures not
prepared in accordance with GAAP (non-GAAP). Non-GAAP financial measures
should not be considered in isolation or as a substitute for comparable GAAP
financial measures. The non-GAAP financial measures we present in the
following tables 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 these non-GAAP financial measures should only be used to
evaluate our results of operations in conjunction with the corresponding GAAP
financial measures. These non-GAAP financial measures do not represent
discretionary cash available to us to invest in the growth of our business,
and we may in the future incur expenses similar to the adjustments made in
these non-GAAP financial measures. We believe that the non-GAAP financial
measures we present in the following tables provide meaningful supplemental
information regarding our operating results primarily because they exclude
certain non-cash charges or items that we do not believe are reflective of
our ongoing operating results when budgeting, planning and forecasting, determining
compensation and when assessing the performance of our business with our
individual operating segments or our senior management. We believe that these
non-GAAP financial measures also facilitate the comparison by management and
investors of results between periods and among our peer companies. However,
those companies may calculate similar non-GAAP financial measures differently
than we do, limiting their usefulness as comparative measures. Our non-GAAP
financial measures reflect adjustments to the corresponding GAAP financial
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.
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About Non-GAAP
Financial Measures 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 exclude these adjustments
from our non-GAAP financial measures because these are not reflective of our
ongoing operations. Amortization of acquired intangible assets, including
acquired technology. 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 those assets over their useful lives. We exclude the amortization of
acquired intangible assets, including acquired technology, from our non-GAAP
financial measures. These expenses are excluded from our non-GAAP financial
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.
Stock-based compensation expenses. We exclude stock-based compensation
expenses related to stock options, restricted stock awards and units, stock
bonus plans and phantom stock from our non-GAAP financial measures. These
expenses are excluded from our non-GAAP financial measures because they are
primarily non-cash charges. In prior periods, we also incurred (and excluded
from our non-GAAP financial measures) significant cash-settled stock
compensation expense due to our previous extended filing delay and
restrictions on our ability to issue new shares of common stock to our
employees. M&A and other adjustments. We exclude from our non-GAAP
financial measures legal, other professional fees and certain other expenses
associated with acquisitions and certain extraordinary transactions, whether
or not consummated. Also excluded are changes in the fair value of contingent
consideration liabilities associated with business combinations, and expenses
related to our restatement of previously filed financial statements and our
previous extended filing delay. These expenses are excluded from our non-GAAP
financial measures because we believe that they are not reflective of our
ongoing operations.
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About Non-GAAP
Financial Measures Unrealized (gains) losses on derivatives, net. We exclude
from our non-GAAP financial measures unrealized gains and losses on interest
rate swaps and foreign currency derivatives. These gains and losses are
excluded from our non-GAAP financial measures because they are non-cash
transactions which are highly variable from period to period and which we
believe are not reflective of our ongoing operations. Loss on extinguishment
of debt. We exclude from our non-GAAP financial measures loss on extinguishment
of debt attributable to refinancing of our debt because we believe it is not
reflective of our ongoing operations. Non-cash tax adjustments. We exclude
from our non-GAAP financial measures non-cash tax adjustments, which
represent the difference between the amount of taxes we actually paid and our
GAAP tax provision on an annual basis. On a quarterly basis, this adjustment
reflects our expected annual effective tax rate on a cash basis. Integration
costs. We exclude from our non-GAAP financial measures expenses directly
related to the integration of Witness. These expenses are excluded from our
non-GAAP financial measures because they are not reflective of our ongoing
operations. In-process research and development. We exclude from our non-GAAP
financial measures the fair value of incomplete in-process 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 financial measures because they are
non-cash charges that we do not believe are reflective of our ongoing
operations. Impairments 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 financial measures charges relating to
impairment of goodwill and acquired identifiable intangible assets. These
expenses are excluded from our non-GAAP financial measures because they are
non-cash charges.
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About Non-GAAP
Financial Measures Other legal expenses (recoveries). We exclude from our
non-GAAP financial measures other legal fees and settlements associated with
certain intellectual property litigations assumed in connection with the
Witness acquisition. We excluded these items from our non-GAAP financial
measures because they are not reflective of our ongoing operations. Expenses
related to our previous extended filing delay. We exclude from our non-GAAP
financial measures expenses related to 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
financial measures because they are not reflective of our ongoing operations.
Restructuring costs. We exclude from our non-GAAP financial measures expense
associated with the restructuring of our operations due to internal or
external market factors. These expenses are excluded from our non-GAAP
financial measures because we believe they are not reflective of our ongoing
operations. Settlement with OCS. In the year ended January 31, 2007, we
recorded a charge related to our July 31, 2006 settlement with the Office of
Chief Scientist in Israel (OCS), pursuant to which we exited a
royalty-bearing program and the OCS accepted a settlement of our royalty
obligations under this program. We exclude from our non-GAAP financial
measures expenses associated with exiting this program because they are not
reflective of our ongoing operations. Gain on sale of land. We exclude from
our non-GAAP financial measures the gain from the sale of a parcel of land.
This gain is excluded from our non-GAAP financial measures because it is not
reflective of our ongoing operations.
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GAAP to
Non-GAAP Reconciliation ($ in millions) LTM FYE January 31, 2006 2007 2008
2009 2010 2011 2012 Apr 30, 2012 Jul 31, 2012 Jul 31, 2012 Revenue
Reconciliation GAAP Revenue $278.8 $368.8 $534.5 $669.5 $703.6 $726.8 $782.6
$196.6 $212.4 $820.4 Revenue Adjustments Related to Acquisitions - - 37.3 5.9
- - 13.6 3.6 2.6 18.9 Non-GAAP Revenue $278.8 $368.8 $571.8 $675.4 $703.6 $726.8
$796.2 $200.2 $215.1 $839.3 Gross Profit Reconciliation GAAP Gross Profit
$144.1 $177.5 $304.5 $411.3 $463.7 $488.5 $514.3 $128.3 $136.4 $532.2 Revenue
Adjustments Related to Acquisitions - - 37.3 5.9 - - 13.6 3.6 2.6 18.9
Amortization and Impairment of Acquired Technology and Backlog 5.0 7.7 8.0
9.0 8.0 9.1 12.4 3.8 3.6 14.5 Settlement with OCS - 19.2 - - - - - - - -
Stock-Based Compensation Expenses 0.0 1.7 4.5 5.4 5.9 6.2 3.3 0.7 0.6 3.0
M&A and Other Adjustments - - - - - - 0.4 0.0 (0.0) (0.0) Expenses
Related to Restatement and Extended Filing Delay - - 2.4 - - - - - - -
Non-GAAP Gross Profit $149.1 $206.1 $356.7 $431.6 $477.6 $503.8 $544.0 $136.4
$143.3 $568.6 Source: Company filings Three Months Ended Historical
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GAAP to
Non-GAAP Reconciliation ($ in millions) LTM FYE January 31, 2006 2007 2008
2009 2010 2011 2012 Apr 30, 2012 Jul 31, 2012 Jul 31, 2012 Operating Income
(Loss) Reconciliation GAAP Operating Income (Loss) $4.1 ($47.3) ($114.6)
($15.0) $65.7 $73.1 $86.5 $21.0 $26.3 $93.5 Revenue Adjustments Related to
Acquisitions - - 37.3 5.9 - - 13.6 3.6 2.6 18.9 Amortization and Impairment
of Acquired Technology and Backlog 5.0 7.7 8.0 9.0 8.0 9.1 12.4 3.8 3.6 14.5
Amortization of Other Acquired Intangible Assets 1.3 3.2 19.7 25.2 22.3 21.5
22.9 6.2 6.0 24.2 Settlement with OCS - 19.2 - - - - - - - - Impairments of
Goodwill and Other Acquired Intangible Assets - 21.1 22.9 26.0 - - - - - -
In-process Research and Development 2.9 - 6.7 - - - - - - - Integration Costs
- - 11.0 3.3 - - - - - - Restructuring Costs - - 3.3 5.7 0.1 - - - - - Other
Legal Expenses (Recoveries) 2.6 - 8.7 (4.3) - - - - - - Stock-Based
Compensation Expenses 1.2 18.8 31.1 36.0 44.2 46.8 27.9 5.7 5.9 25.4 Expenses
Related to Restatement and Extended Filing Delay 0.0 3.7 41.4 28.7 54.5 28.9
1.0 - - - Gain on Sale of Land - (0.8) - - - - - - - - M&A and Other
Adjustments - - - - 0.8 5.2 12.3 (0.8) (1.5) 2.7 Non-GAAP Operating Income
$17.1 $25.6 $75.5 $120.5 $195.6 $184.6 $176.6 $39.4 $43.0 $179.2 EBITDA
Reconciliation Non-GAAP Operating Income $17.1 $25.6 $75.5 $120.5 $195.6
$184.6 $176.6 $39.4 $43.0 $179.2 GAAP Depreciation & Amortization $17.7
$20.9 46.8 55.1 49.3 49.0 53.0 14.1 14.2 55.8 Amortization and Impairment of
Acquired Technology and Backlog (5.0) (7.7) (8.0) (9.0) (8.0) (9.1) (12.4)
(3.8) (3.6) (14.5) Amortization of Other Acquired Intangible Assets (1.3)
(3.2) (19.7) (25.2) (22.3) (21.5) (22.9) (6.2) (6.0) (24.2) M&A and Other
Adjustments - - - - - (0.8) (0.2) - (0.1) (0.1) Non-GAAP Depreciation &
Amortization 11.4 10.0 19.1 20.9 19.0 17.6 17.5 4.1 4.4 17.0 Non-GAAP EBITDA
$28.5 $35.6 $94.6 $141.4 $214.6 $202.2 $194.1 $43.6 $47.4 $196.2 Source:
Company filings Three Months Ended Historical
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Grafico Azioni Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
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Da Dic 2024 a Gen 2025
Grafico Azioni Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
Storico
Da Gen 2024 a Gen 2025
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