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Nice Systems 6-K 2006 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2006 (report no. 2)
Commission File Number: 0-27466
NICE-SYSTEMS LTD.
8 Hapnina Street, P.O. Box 690, Ra'anana, Israel
Indicate by check mark whether the Registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):
Yes ____ No X
Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ____ No X
Indicate by check mark whether by furnishing the information contained in this Form 6-K, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ____ No X
If "Yes" is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82- _N/A__
____ 1 ____
THE GAAP FINANCIAL STATEMENTS ATTACHED TO THE PRESS RELEASE IN EXHIBIT 99.1 OF THIS REPORT ON FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO NICE-SYSTEMS LTD.`S ("NICE") REGISTRATION STATEMENTS ON FORM F-3 (REGISTRATION STATEMENTS NOS. 333-127883, 333-11250, 333-12996, AND 333-109766) AND NICE`S REGISTRATION STATEMENTS ON FORM S-8 (REGISTRATION STATEMENT NOS. 333-11842, 333-9352, 333-11154, 333-13686, 333-111112, 333-111113 AND 333-134355), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
CONTENTS This Report on Form 6-K of NICE consists of the following documents, which are attached hereto and incorporated by reference herein: 99.1 Press Release: NICE Systems Delivers a Record Second Quarter with 35.3% Revenue Growth. Dated August 2, 2006
____ 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, thereunto duly authorized.
NICE-SYSTEMS LTD.
By: /s/ Yechiam Cohen Name: Yechiam Cohen Title: General Counsel
Dated: August 2, 2006
____ 3 ____ EXHIBIT INDEX
Press Release: NICE Systems Delivers a Record Second Quarter with 35.3% Revenue Growth. Dated August 2, 2006
____ 4 ____ NICE Systems Delivers a Record Second Quarter with 35.3% Revenue Growth Sets new highs with record pro-form gross and operating margins, translating into pro-forma net income growth of 99.6%
Ra`anana, Israel, August 02, 2006 - NICE Systems (NASDAQ: NICE), the global provider of advanced solutions that enable organizations to extract Insight from Interactions(TM) to drive performance, today announced results for the second quarter of 2006.
Second quarter 2006 revenue was a record $97.7 million, representing a 35.3% increase from $72.2 million in the second quarter of 2005.
Pro-forma gross profit in the second quarter was a record $58.4 million, or 59.8% pro-forma gross margin, up from $40.9 million, or 56.7% gross margin in the second quarter 2005.
The company also reported a record pro-forma operating profit for the quarter, of $14.6 million and operating margin of 14.9%, compared with $7.1 million and 9.8%, respectively, in the second quarter of 2005.
Second quarter 2006 pro-forma net income was a record $14.6 million, up 99.6% from $7.3 million in the second quarter of 2005. Pro-forma earnings per fully diluted share were at $0.28 up from $0.18 in the same quarter of 2005, post split.
On a GAAP basis: second quarter 2006 gross margin was 58.2%, compared with 56.3% in the second quarter of 2005; operating profit was $9.8 million and operating margin was 10.0%, compared with $6.6 million and 9.1%, respectively, in the second quarter of 2005; and second quarter 2006 net income was $10.8 million, or $0.21 per fully diluted share, compared with net income of $6.8 million, or $0.17 per share, on a fully diluted basis, for the second quarter of 2005, post split.
Total cash and equivalents at June 30, 2006 was at $421.1 million. This follows the approximately $13 million that were paid for Performix during the quarter and does not include the $200 million paid for IEX on July 6th.
Commenting on the results, Haim Shani, Chief Executive Officer of NICE said, "Following on the strong results of the first quarter this year, we are very pleased to announce another record quarter for NICE. These results reflect very strong market demand for our Insight from Interactions solutions, coming in from all regions and all market segments."
Ran Oz, NICE`s Corporate Vice President and Chief Financial Officer, stated, "Following a very strong first half of 2006, the increasing demand for our Insight from Interactions solutions, and a growing backlog we are raising previously announced full year guidance for 2006, with revenues at $408 - $417 million up from $395 - $405 million, and pro-forma EPS at a range of $1.06 - $1.15 up from $1.00 - $1.06 per fully diluted share, post split."
Mr. Oz continued "We provide first time Q3 2006 guidance as follows: We expect revenue to be between $108 and $112 million, and pro-forma EPS per fully diluted share in the range of $0.27- $0.31."
Conference Call NICE will host a conference call to discuss the results and its business outlook today at 8:30 a.m. EST (15:30 Israel). Participants may access the conference call by dialing US toll-free 1-866-860-9642; international: +972-3-918-0610; Israel: 03-918-0610. The call will also be broadcast live on the internet via NICE's website at www.nice.com. A telephone replay will be available for up to 72 hours three hours after the call. The replay information: US Toll-free: 1-866-276-1485; international: + 972-3-925-5930; Israel: 03-925-5930.
Pro-forma Pro-forma results exclude the amortization of acquired intangible assets of $1.6 million net of taxes in Q2 2006 and $0.5 million in Q2 2005 and expensing of options of $2.2 million net of taxes for Q2 2006. A reconciliation between results on a GAAP and pro-forma basis is provided in a table immediately following the Consolidated Statement of Operations (Pro-Forma Basis).
About NICE NICE Systems (NASDAQ: NICE) is the leading provider of Insight from Interactions(TM), offering comprehensive performance management and interaction analytics solutions for the enterprise and public safety and security markets. Advanced interaction analytics are performed on unstructured multimedia content - from telephony, web, radio and video communications. NICE brings the power of Insight from Interactions to IP contact centers, branches, and command and control centers. NICE`s solutions are changing the way organizations make decisions, enabling them to proactively improve business and operational performance and address security threats. NICE has over 24,000 customers in 100 countries, including over 75 of the Fortune 100 companies. More information is available at www.nice.com.
*in Australia only
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on the current expectations of the management of NICE Systems Ltd. (the Company) only, and are subject to a number of risk factors and uncertainties, including but not limited to changes in technology and market requirements, decline in demand for the Company's products, inability to timely develop and introduce new technologies, products and applications, difficulties or delays in absorbing and integrating acquired operations, products, technologies and personnel, loss of market share, pressure on pricing resulting from competition, and inability to maintain certain marketing and distribution arrangements, which could cause the actual results or performance of the Company to differ materially from those described therein. We undertake no obligation to update these forward-looking statements. For a more detailed description of the risk factors and uncertainties affecting the company, refer to the Company's reports filed from time to time with the Securities and Exchange Commission. ____ 5 ____ NICE SYSTEMS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands (except per share amounts)
____ 6 ____ NICE SYSTEMS LTD. AND SUBSIDIARIES NON-GAAP CONSOLIDATED STATEMENTS OF INCOME - QUARTER U.S. dollars in thousands (except per share amounts)
____ 7 ____ NICE SYSTEMS LTD. AND SUBSIDIARIES NON-GAAP CONSOLIDATED STATEMENTS OF INCOME - YEAR TO DATE U.S. dollars in thousands (except per share amounts)
____ 8 ____ NICE SYSTEMS LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands
____ 9 ____ NICE SYSTEMS LTD. AND SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENTS U.S. dollars in thousands
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