EXHIBIT 99.1
COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share data)
|
| | | | | | | | |
| | | January 31, |
| | | 2012 | | 2011 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 483,171 |
| | $ | 560,181 |
|
| Restricted cash and bank time deposits | | 41,756 |
| | 73,117 |
|
| Auction rate securities | | 272 |
| | 72,441 |
|
| Accounts receivable, net of allowance of $12,097 and $13,064, respectively | | 286,767 |
| | 312,005 |
|
| Inventories, net | | 41,689 |
| | 62,808 |
|
| Deferred cost of revenue | | 46,315 |
| | 51,599 |
|
| Deferred income taxes | | 23,208 |
| | 39,644 |
|
| Prepaid expenses and other current assets | | 100,742 |
| | 90,864 |
|
| Current assets of discontinued operations | | 40,773 |
| | 34,483 |
|
| Total current assets | | 1,064,693 |
| | 1,297,142 |
|
| Property and equipment, net | | 74,540 |
| | 65,635 |
|
| Goodwill | | 1,049,672 |
| | 959,665 |
|
| Intangible assets, net | | 206,264 |
| | 196,460 |
|
| Deferred cost of revenue | | 121,163 |
| | 158,814 |
|
| Deferred income taxes | | 19,620 |
| | 20,766 |
|
| Other assets | | 101,455 |
| | 106,740 |
|
| Noncurrent assets of discontinued operations | | 8,961 |
| | 9,780 |
|
| Total assets | | $ | 2,646,368 |
| | $ | 2,815,002 |
|
| LIABILITIES AND EQUITY | | | | |
| Current liabilities: | | | | |
| Accounts payable and accrued expenses | | $ | 374,716 |
| | $ | 394,590 |
|
| Convertible debt obligations | | 2,195 |
| | 2,195 |
|
| Deferred revenue | | 504,663 |
| | 543,809 |
|
| Deferred income taxes | | 9,798 |
| | 13,661 |
|
| Bank loans | | 6,228 |
| | 6,000 |
|
| Litigation settlement | | — |
| | 146,150 |
|
| Income taxes payable | | 8,473 |
| | 11,382 |
|
| Other current liabilities | | 41,950 |
| | 50,280 |
|
| Current liabilities of discontinued operations | | 27,984 |
| | 24,598 |
|
| Total current liabilities | | 976,007 |
| | 1,192,665 |
|
| Bank loans | | 591,151 |
| | 583,234 |
|
| Deferred revenue | | 227,985 |
| | 261,466 |
|
| Deferred income taxes | | 81,599 |
| | 52,953 |
|
| Other long-term liabilities | | 211,444 |
| | 227,329 |
|
| Noncurrent liabilities of discontinued operations | | 5,430 |
| | 11,468 |
|
| Total liabilities | | 2,093,616 |
| | 2,329,115 |
|
| Commitments and contingencies | | | | |
| Equity: | | | | |
| Comverse Technology, Inc. shareholders’ equity: | | | | |
| Common stock, $0.10 par value - authorized, 600,000,000 shares; issued 219,708,779 and 204,937,882 shares, respectively; outstanding, 218,636,842 and 204,533,916 shares, respectively | | 21,971 |
| | 20,494 |
|
| Treasury stock, at cost, 1,071,937 and 403,966 shares, respectively | | (8,011 | ) | | (3,484 | ) |
| Additional paid-in capital | | 2,198,086 |
| | 2,088,717 |
|
| Accumulated deficit | | (1,766,364 | ) | | (1,707,638 | ) |
| Accumulated other comprehensive (loss) income | | (4,174 | ) | | 14,919 |
|
| Total Comverse Technology, Inc. shareholders’ equity | | 441,508 |
| | 413,008 |
|
| Noncontrolling interest | | 111,244 |
| | 72,879 |
|
| Total equity | | 552,752 |
| | 485,887 |
|
| Total liabilities and equity | | $ | 2,646,368 |
| | $ | 2,815,002 |
|
COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share data)
|
| | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2012 | | 2011 | | 2010 |
| Revenue: | | | | | | |
| Product revenue | | $ | 666,851 |
| | $ | 676,066 |
| | $ | 618,749 |
|
| Service revenue | | 886,954 |
| | 913,569 |
| | 879,731 |
|
| Total revenue | | 1,553,805 |
| | 1,589,635 |
| | 1,498,480 |
|
| Costs and expenses: | | | | | | |
| Product costs | | 274,474 |
| | 258,187 |
| | 245,579 |
|
| Service costs | | 462,754 |
| | 452,771 |
| | 464,674 |
|
| Research and development, net | | 205,239 |
| | 245,342 |
| | 259,746 |
|
| Selling, general and administrative | | 566,587 |
| | 673,512 |
| | 704,815 |
|
| Other operating expense (income): | | | | | | |
| Litigation settlements | | 4,880 |
| | (17,500 | ) | | — |
|
| Impairment of intangible assets | | — |
| | — |
| | 3,356 |
|
| Restructuring charges | | 20,728 |
| | 29,934 |
| | 15,413 |
|
| Total other operating expense | | 25,608 |
| | 12,434 |
| | 18,769 |
|
| Total costs and expenses | | 1,534,662 |
| | 1,642,246 |
| | 1,693,583 |
|
| Income (loss) from operations | | 19,143 |
| | (52,611 | ) | | (195,103 | ) |
| Interest income | | 4,174 |
| | 4,093 |
| | 7,043 |
|
| Interest expense | | (33,332 | ) | | (30,813 | ) | | (25,381 | ) |
| Loss on extinguishment of debt | | (8,136 | ) | | — |
| | — |
|
| Other income (expense), net | | 21,630 |
| | 5,974 |
| | (18,095 | ) |
| Income (loss) before income tax (provision) benefit | | 3,479 |
| | (73,357 | ) | | (231,536 | ) |
| Income tax (provision) benefit | | (42,259 | ) | | (36,932 | ) | | 7,297 |
|
| Net loss from continuing operations | | (38,780 | ) | | (110,289 | ) | | (224,239 | ) |
| Income (loss) from discontinued operations, net of tax | | 7,761 |
| | (8,213 | ) | | (40,013 | ) |
| Net loss | | (31,019 | ) | | (118,502 | ) | | (264,252 | ) |
| Less: Net income attributable to noncontrolling interest | | (27,707 | ) | | (13,820 | ) | | (7,783 | ) |
| Net loss attributable to Comverse Technology, Inc. | | $ | (58,726 | ) | | $ | (132,322 | ) | | $ | (272,035 | ) |
| Weighted average common shares outstanding: | | | | | | |
| Basic and Diluted | | 208,301,686 |
| | 205,162,720 |
| | 204,513,420 |
|
| Loss per share attributable to Comverse Technology, Inc.’s shareholders: | | | | | | |
| Basic (loss) income per share | | | | | | |
| Continuing operations | | $ | (0.31 | ) | | $ | (0.62 | ) | | $ | (1.14 | ) |
| Discontinued operations | | 0.03 |
| | (0.02 | ) | | (0.19 | ) |
| Basic loss per share | | $ | (0.28 | ) | | $ | (0.64 | ) | | $ | (1.33 | ) |
| Diluted (loss) income per share | | | | | | |
| Continuing operations | | $ | (0.31 | ) | | $ | (0.62 | ) | | $ | (1.14 | ) |
| Discontinued operations | | 0.03 |
| | (0.03 | ) | | (0.19 | ) |
| Diluted loss per share | | $ | (0.28 | ) | | $ | (0.65 | ) | | $ | (1.33 | ) |
| Net loss attributable to Comverse Technology, Inc. | | | | | | |
| Net loss from continuing operations | | $ | (63,913 | ) | | $ | (127,413 | ) | | $ | (232,408 | ) |
| Income (loss) from discontinued operations, net of tax | | 5,187 |
| | (4,909 | ) | | (39,627 | ) |
| Net loss attributable to Comverse Technology, Inc. | | $ | (58,726 | ) | | $ | (132,322 | ) | | $ | (272,035 | ) |
COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands)
|
| | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2012 | | 2011 | | 2010 |
| | | | | | | |
| Net loss | | $ | (31,019 | ) | | $ | (118,502 | ) | | $ | (264,252 | ) |
| Other comprehensive (loss) income, net of tax: | | | | | | |
| Foreign currency translation adjustments | | (2,059 | ) | | (840 | ) | | 14,570 |
|
| Unrealized (loss) gain on available-for-sale securities, net of reclassification adjustments and tax | | (21,634 | ) | | (7,818 | ) | | 15,308 |
|
| Unrealized gain (loss) on cash flow hedges, net of reclassification adjustments and tax | | 280 |
| | (206 | ) | | 3,815 |
|
| Other comprehensive (loss) income, net of tax | | (23,413 | ) | | (8,864 | ) | | 33,693 |
|
| Comprehensive loss, net of tax | | (54,432 | ) | | (127,366 | ) | | (230,559 | ) |
| Less: comprehensive income attributable to noncontrolling interest | | (23,387 | ) | | (9,294 | ) | | (14,283 | ) |
| Comprehensive loss attributable to Comverse Technology, Inc. | | $ | (77,819 | ) | | $ | (136,660 | ) | | $ | (244,842 | ) |
COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(UNAUDITED)
(In thousands, except share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | | | |
| | | Number of Shares | | Par Value | | Treasury Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Unrealized Gains (Losses) on Available-for- Sale Securities | | Unrealized (Losses) Gains on Derivatives | | Cumulative Translation Adjustment | | Total Accumulated Other Comprehensive Income (Loss) | | Comverse Technology, Inc.’s Shareholders’ Equity | | Noncontrolling Interest | | Total Equity |
| Balance, January 31, 2009 | | 204,111,096 |
| | $ | 20,421 |
| | $ | (1,219 | ) | | $ | 1,945,273 |
| | $ | (1,303,281 | ) | | $ | 10,302 |
| | $ | (3,028 | ) | | $ | (15,210 | ) | | $ | (7,936 | ) | | $ | 653,258 |
| | $ | 109,929 |
| | $ | 763,187 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | — |
| | — |
| | — |
| | — |
| | (272,035 | ) | | — |
| | — |
| | — |
| | — |
| | (272,035 | ) | | 7,783 |
| | (264,252 | ) |
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 15,361 |
| | 3,813 |
| | 8,019 |
| | 27,193 |
| | 27,193 |
| | 6,500 |
| | 33,693 |
|
Stock-based compensation expense | | — |
| | — |
| | — |
| | 11,322 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 11,322 |
| | — |
| | 11,322 |
|
Common stock issued for restricted and deferred stock awards | | 158,829 |
| | 16 |
| | — |
| | (16 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Impact from equity transactions of subsidiaries and other | | — |
| | — |
| | — |
| | 3,107 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,107 |
| | 29,498 |
| | 32,605 |
|
| Repurchase of common stock | | (47,901 | ) | | — |
| | (359 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (359 | ) | | — |
| | (359 | ) |
| Forfeitures of restricted stock | | (148,639 | ) | | (15 | ) | | — |
| | 15 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Dividends to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (66,474 | ) | | (66,474 | ) |
| Balance, January 31, 2010 | | 204,073,385 |
| | $ | 20,422 |
| | $ | (1,578 | ) | | $ | 1,959,701 |
| | $ | (1,575,316 | ) | | $ | 25,663 |
| | $ | 785 |
| | $ | (7,191 | ) | | $ | 19,257 |
| | $ | 422,486 |
| | $ | 87,236 |
| | $ | 509,722 |
|
| | | | | | | | | | | | | | | | | | |
| | | | | | |
| Net loss | | — |
| | — |
| | — |
| | — |
| | (132,322 | ) | | — |
| | — |
| | — |
| | — |
| | (132,322 | ) | | 13,820 |
| | (118,502 | ) |
| Other comprehensive income (loss), net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (7,792 | ) | | (37 | ) | | 3,491 |
| | (4,338 | ) | | (4,338 | ) | | (4,526 | ) | | (8,864 | ) |
Stock-based compensation expense | | — |
| | — |
| | — |
| | 10,402 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 10,402 |
| | — |
| | 10,402 |
|
Common stock issued for restricted and deferred stock awards | | 709,513 |
| | 72 |
| | — |
| | (72 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(UNAUDITED)
(In thousands, except share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | | | | | | | Accumulated Other
Comprehensive Income (Loss) | | | | | | | | |
| | | Number of Shares | | Par Value | | Treasury Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Unrealized Gains (Losses) on Available-for- Sale Securities | | Unrealized (Losses) Gains on Derivatives | | Cumulative Translation Adjustment | | Total Accumulated Other Comprehensive Income (Loss) | | Comverse Technology, Inc.’s Shareholders’ Equity | | Noncontrolling Interest | | Total Equity |
| Sale of Verint Systems, Inc. shares of common stock, net of tax | | — |
| | — |
| | — |
| | 52,203 |
| | — |
| | — |
| | — |
| | | | — |
| | 52,203 |
| | 7,117 |
| | 59,320 |
|
Impact from equity transactions of subsidiaries and other | | — |
| | — |
| | — |
| | 66,483 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 66,483 |
| | 886 |
| | 67,369 |
|
| Sale of Ulticom, Inc. | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (7,808 | ) | | (7,808 | ) |
| Repurchase of common stock | | (248,982 | ) | | — |
| | (1,906 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,906 | ) | | — |
| | (1,906 | ) |
Dividends to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (23,846 | ) | | (23,846 | ) |
| Balance, January 31, 2011 | | 204,533,916 |
| | $ | 20,494 |
| | $ | (3,484 | ) | | $ | 2,088,717 |
| | $ | (1,707,638 | ) | | $ | 17,871 |
| | $ | 748 |
| | $ | (3,700 | ) | | $ | 14,919 |
| | $ | 413,008 |
| | $ | 72,879 |
| | $ | 485,887 |
|
| | | | | | | | | | | | | | | | | | | — |
| | | | | | |
| Net loss | | — |
| | — |
| | — |
| | — |
| | (58,726 | ) | | — |
| | — |
| | — |
| | — |
| | (58,726 | ) | | 27,707 |
| | (31,019 | ) |
| Other comprehensive income (loss), net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (21,631 | ) | | (234 | ) | | 2,772 |
| | (19,093 | ) | | (19,093 | ) | | (4,320 | ) | | (23,413 | ) |
Stock-based compensation expense | | — |
| | — |
| | — |
| | 9,073 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 9,073 |
| | — |
| | 9,073 |
|
Common stock issued for restricted and deferred stock awards | | 1,931,361 |
| | 193 |
| | — |
| | (193 | ) | | — |
| | — |
| | — |
| | — |
| | | | — |
| | — |
| | — |
|
| Exercises of stock options | | 377,300 |
| | 38 |
| | — |
| | 2,075 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,113 |
| | — |
| | 2,113 |
|
Impact from equity transactions of subsidiaries and other | | — |
| | — |
| | — |
| | 17,160 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 17,160 |
| | 16,908 |
| | 34,068 |
|
| Common stock issued for settlement of shareholders class action | | 12,462,236 |
| | 1,246 |
| | — |
| | 81,254 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 82,500 |
| | — |
| | 82,500 |
|
| Repurchase of common stock | | (667,971 | ) | | — |
| | (4,527 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (4,527 | ) | | — |
| | (4,527 | ) |
Dividends to noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,930 | ) | | (1,930 | ) |
| Balance, January 31, 2012 | | 218,636,842 |
| | $ | 21,971 |
| | $ | (8,011 | ) | | $ | 2,198,086 |
| | $ | (1,766,364 | ) | | $ | (3,760 | ) | | $ | 514 |
| | $ | (928 | ) | | $ | (4,174 | ) | | $ | 441,508 |
| | $ | 111,244 |
| | $ | 552,752 |
|
COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands) |
| | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2012 | | 2011 | | 2010 |
| Cash flows from operating activities: | | | | | | |
| Net loss | | $ | (31,019 | ) | | $ | (118,502 | ) | | $ | (264,252 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
| Non-cash items | | 140,226 |
| | 177,474 |
| | 189,087 |
|
| Changes in operating assets and liabilities, net of effects of business combinations: | | | | | | |
| Accounts receivable | | 19,208 |
| | (8,007 | ) | | (351 | ) |
| Inventories | | (1,946 | ) | | (2,880 | ) | | (7,080 | ) |
| Deferred cost of revenue | | 41,199 |
| | 43,801 |
| | 12,734 |
|
| Prepaid expenses and other current assets | | 11,142 |
| | 4,473 |
| | (7,912 | ) |
| Accounts payable and accrued expenses | | (49,753 | ) | | (56,896 | ) | | (42,869 | ) |
| Deferred revenue | | (74,318 | ) | | (164,051 | ) | | (6,527 | ) |
| Other assets and liabilities | | (101,080 | ) | | 2,783 |
| | 29,069 |
|
| Other, net | | 275 |
| | (7,675 | ) | | 9 |
|
| Net cash used in operating activities—continuing operations | | (46,066 | ) | | (129,480 | ) | | (98,092 | ) |
| Net cash provided by (used in) operating activities—discontinued operations | | 11,782 |
| | 2,198 |
| | (2,628 | ) |
| Net cash used in operating activities | | (34,284 | ) | | (127,282 | ) | | (100,720 | ) |
| Cash flows from investing activities: | | | | | | |
| Proceeds from sales and maturities of investments | | 75,475 |
| | 57,256 |
| | 175,206 |
|
| Proceeds from sale of Verint Systems, Inc. shares of common stock | | — |
| | 76,475 |
| | — |
|
| Proceeds from sale of Ulticom, Inc., net of cash sold | | — |
| | 2,627 |
| | — |
|
| Acquisition of businesses, net of cash acquired | | (109,780 | ) | | (23,485 | ) | | (96 | ) |
| Purchase of property and equipment | | (18,455 | ) | | (19,789 | ) | | (22,808 | ) |
| Capitalization of software development costs | | (3,399 | ) | | (2,527 | ) | | (2,715 | ) |
| Net change in restricted cash and bank time deposits | | 29,414 |
| | 6,966 |
| | (58,774 | ) |
| Proceeds from asset sales | | 1,421 |
| | 27,345 |
| | 60 |
|
| Settlement of derivative financial instruments not designated as hedges | | (1,313 | ) | | (34,783 | ) | | (19,414 | ) |
| Other, net | | 172 |
| | (12 | ) | | (7 | ) |
| Net cash (used in) provided by investing activities—continuing operations | | (26,465 | ) | | 90,073 |
| | 71,452 |
|
| Net cash (used) in provided by investing activities—discontinued operations | | (525 | ) | | 65,305 |
| | 9,229 |
|
| Net cash (used in) provided by investing activities | | (26,990 | ) | | 155,378 |
| | 80,681 |
|
| Cash flows from financing activities: | | | | | | |
| Debt issuance costs and other debt-related costs | | (15,276 | ) | | (4,039 | ) | | (152 | ) |
| Borrowings under lines of credit | | — |
| | 12,000 |
| | — |
|
| Repurchase of convertible debt obligations | | 597,136 |
| | — |
| | — |
|
| Proceeds from borrowings, net of original issuance discount | | — |
| | — |
| | (417,282 | ) |
| Repayment of bank loans, long-term debt and other financing obligations | | (593,580 | ) | | (44,163 | ) | | (6,088 | ) |
| Repurchase of common stock of CTI and subsidiaries | | (6,182 | ) | | (6,052 | ) | | (359 | ) |
| Excess tax benefits from stock awards plans | | 847 |
| | 815 |
| | — |
|
| Proceeds from exercises of stock options of CTI and subsidiary | | 14,587 |
| | 40,787 |
| | — |
|
| Dividends paid to noncontrolling interest | | (1,930 | ) | | (2,191 | ) | | (4,145 | ) |
| Other, net | | (1,969 | ) | | — |
| | (106 | ) |
| Net cash used in financing activities—continuing operations | | (6,367 | ) | | (2,843 | ) | | (428,132 | ) |
| Net cash used in financing activities—discontinued operations | | — |
| | (21,467 | ) | | (63,803 | ) |
| Net cash used in financing activities | | (6,367 | ) | | (24,310 | ) | | (491,935 | ) |
| Effects of exchange rates on cash and cash equivalents | | 1,888 |
| | 2,732 |
| | 7,919 |
|
| Net (decrease) increase in cash and cash equivalents | | (65,753 | ) | | 6,518 |
| | (504,055 | ) |
| Cash and cash equivalents, beginning of year including cash of discontinued operations | | 581,390 |
| | 574,872 |
| | 1,078,927 |
|
| Cash and cash equivalents, end of year including cash of discontinued operations | | $ | 515,637 |
| | $ | 581,390 |
| | $ | 574,872 |
|
| Less: Cash and cash equivalents of discontinued operations, end of year | | (32,466 | ) | | (21,209 | ) | | (26,068 | ) |
| Cash and cash equivalents, end of year | | $ | 483,171 |
| | $ | 560,181 |
| | $ | 548,804 |
|
COMVERSE TECHNOLOGY, INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share data)
|
| | | | | | | | |
| | | January 31, |
| | | 2012 | | 2011 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 171,046 |
| | $ | 197,840 |
|
| Restricted cash | | — |
| | 33,367 |
|
| Auction rate securities | | 272 |
| | 72,441 |
|
| Prepaid expenses and other current assets | | 3,808 |
| | 2,242 |
|
| Total current assets | | 175,126 |
| | 305,890 |
|
| Property and equipment, net | | 1,564 |
| | 1,815 |
|
| Advances to and investments in subsidiaries | | 435,094 |
| | 441,449 |
|
| Investment in discontinued operations | | 9,359 |
| | 3,984 |
|
| Other assets | | 800 |
| | 1,662 |
|
| Total assets | | $ | 621,943 |
| | $ | 754,800 |
|
| LIABILITIES AND EQUITY | | | | |
| Current liabilities: | | | | |
| Accounts payable and other current liabilities | | $ | 27,757 |
| | $ | 37,797 |
|
| Convertible debt obligations | | 2,195 |
| | 2,195 |
|
| Litigation settlement | | — |
| | 146,150 |
|
| Total current liabilities | | 29,952 |
| | 186,142 |
|
| Other long-term liabilities | | 150,483 |
| | 155,650 |
|
| Total liabilities | | 180,435 |
| | 341,792 |
|
| Commitments and contingencies | | | | |
| Equity: | | | | |
Common stock, $0.10 par value—authorized, 600,000,000 shares; issued, 219,708,779 and 204,937,882 shares, respectively; outstanding, 218,636,842 and 204,553,916, respectively | | 21,971 |
| | 20,494 |
|
| Treasury stock, at cost, 1,071,937 and 403,966 shares, respectively | | (8,011 | ) | | (3,484 | ) |
| Additional paid-in capital | | 2,198,086 |
| | 2,088,717 |
|
| Accumulated deficit | | (1,766,364 | ) | | (1,707,638 | ) |
| Accumulated other comprehensive (loss) income | | (4,174 | ) | | 14,919 |
|
| Total equity | | 441,508 |
| | 413,008 |
|
| Total liabilities and equity | | $ | 621,943 |
| | $ | 754,800 |
|
COMVERSE TECHNOLOGY, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share data)
|
| | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2012 |
| 2011 |
| 2010 |
| Management fees | | $ | — |
|
| $ | — |
|
| $ | 60 |
|
| Selling, general and administrative expenses | | (73,753 | ) |
| (84,504 | ) |
| (49,291 | ) |
| Litigation settlement | | (4,880 | ) |
| 17,500 |
|
| — |
|
| Loss from operations | | (78,633 | ) |
| (67,004 | ) |
| (49,231 | ) |
| Interest income | | 1,758 |
|
| 1,922 |
|
| 3,271 |
|
| Interest expense | | (14 | ) |
| (10 | ) |
| (103 | ) |
| Other-than-temporary impairment of investments | | — |
|
| (407 | ) |
| (6,914 | ) |
| Other income | | 29,587 |
|
| 17,184 |
|
| 92 |
|
| Loss before income taxes | | (47,302 | ) |
| (48,315 | ) |
| (52,885 | ) |
| Income tax benefit | | 5,675 |
|
| 4,445 |
|
| 47,617 |
|
| Equity in losses of subsidiaries from continuing operations, net of tax | | (22,286 | ) |
| (83,543 | ) |
| (227,140 | ) |
| Net loss from continuing operations | | (63,913 | ) |
| (127,413 | ) |
| (232,408 | ) |
| Loss from discontinued operations, net of tax | | 5,187 |
|
| (4,909 | ) |
| (39,627 | ) |
| Net loss | | $ | (58,726 | ) |
| $ | (132,322 | ) |
| $ | (272,035 | ) |
| Weighted average shares outstanding | |
|
|
|
|
|
| Basic and diluted | | 208,301,686 |
|
| 205,162,720 |
|
| 204,513,420 |
|
| Loss per share: | |
|
|
|
|
|
| Basic | |
|
|
|
|
|
| Continuing operations | | $ | (0.31 | ) |
| $ | (0.62 | ) |
| $ | (1.14 | ) |
| Discontinued operations | | $ | 0.03 |
|
| $ | (0.02 | ) |
| $ | (0.19 | ) |
| Basic loss per share | | $ | (0.28 | ) |
| $ | (0.64 | ) |
| $ | (1.33 | ) |
| Diluted | |
|
| |
| |
| Continuing operations | | $ | (0.31 | ) |
| $ | (0.62 | ) |
| $ | (1.14 | ) |
| Discontinued operations | | $ | 0.03 |
|
| $ | (0.03 | ) |
| $ | (0.19 | ) |
| Diluted loss per share | | $ | (0.28 | ) |
| $ | (0.65 | ) |
| $ | (1.33 | ) |
COMVERSE TECHNOLOGY, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands)
|
| | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2012 | | 2011 | | 2010 |
| Net loss | | $ | (58,726 | ) | | $ | (132,322 | ) | | $ | (272,035 | ) |
| Other comprehensive (loss) income, net of tax: | | | | | | |
| Foreign currency translation adjustments | | 2,772 |
| | 3,491 |
| | 8,019 |
|
| Unrealized (loss) gain on available-for-sale securities, net of reclassification adjustments and tax | | (21,631 | ) | | (7,792 | ) | | 15,361 |
|
| Unrealized (loss) gain on cash flow hedges, net of reclassification adjustments and tax | | (234 | ) | | (37 | ) | | 3,813 |
|
| Other comprehensive (loss) income, net of tax | | (19,093 | ) | | (4,338 | ) | | 27,193 |
|
| Comprehensive loss, net of tax | | $ | (77,819 | ) | | $ | (136,660 | ) | | $ | (244,842 | ) |
COMVERSE TECHNOLOGY, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
|
| | | | | | | | | | | | |
| | | Fiscal Years Ended January 31, |
| | | 2012 | | 2011 | | 2010 |
| | | | | | | |
| Net cash used in operating activities | | $ | (139,642 | ) | | $ | (97,062 | ) | | $ | (23,045 | ) |
| Cash flows from investing activities: | | | | | | |
| Proceeds from sales and maturities of investments | | 74,950 |
| | 57,218 |
| | 26,370 |
|
| Proceeds from sale of Verint Systems, Inc. shares of common stock | | — |
| | 76,475 |
| | — |
|
| Proceeds from sale of Ulticom, Inc. | | — |
| | 13,211 |
| | — |
|
| Purchase of property and equipment | | (4 | ) | | (84 | ) | | (891 | ) |
| Payments from subsidiaries, net | | 6,949 |
| | 68,247 |
| | 6,150 |
|
| Net change in restricted cash | | 33,367 |
| | (7,223 | ) | | (26,144 | ) |
| Dividend received from discontinued operations | | — |
| | 42,399 |
| | 135,323 |
|
| Net cash provided by investing activities | | 115,262 |
| | 250,243 |
| | 140,808 |
|
| Cash flows from financing activities: | | | | | | |
| Repurchase of convertible debt obligations | | — |
| | — |
| | (417,282 | ) |
| Repurchase of common stock | | (4,527 | ) | | (1,906 | ) | | (359 | ) |
| Proceeds from exercise of stock options | | 2,113 |
| | — |
| | — |
|
| Net cash used in financing activities | | (2,414 | ) | | (1,906 | ) | | (417,641 | ) |
| Net (decrease) increase in cash and cash equivalents | | (26,794 | ) | | 151,275 |
| | (299,878 | ) |
| Cash and cash equivalents, beginning of year | | 197,840 |
| | 46,565 |
| | 346,443 |
|
| Cash and cash equivalents, end of year | | $ | 171,046 |
| | $ | 197,840 |
| | $ | 46,565 |
|
