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CHECK POINT SOFTWARE TECHNOLOGIES LTD — Regulatory Filings 2006
Jan 30, 2006
30257_ffr_2006-01-30_0327f7a1-752c-40f5-bc09-2c1c96d200eb.zip
Regulatory Filings
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6-K 1 zk62159.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Check Point Software Technologies Ltd\62159\a62159.eep Control Number: 62159 Rev Number: 1 Client Name: Check Point Software Technologies Ltd Project Name: 6-K Firm Name: Zadok-Keinan Ltd 6-K MARKER FORMAT-SHEET="Scotch Rule Top-TNR2" FSL="Workstation" MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"
FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Report of Foreign Private Issuer
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Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
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For the month of January, 2006
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Commission File Number 0-28584
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| CHECK
POINT SOFTWARE TECHNOLOGIES LTD. |
| --- |
| (Translation
of registrants name into English) |
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| 3A
Jabotinsky Street, Ramat-Gan 52520, Israel |
| --- |
| (Address
of principal executive offices) |
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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 o
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes o No x
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If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __
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FOR IMMEDIATE RELEASE
| Media Contact: | Investor Contact: |
|---|---|
| Molly Ford | Anne Marie McCauley |
| Check Point Software Technologies | Check Point Software Technologies |
| 650.628.2022 | 650.628.2040 |
| [email protected] | [email protected] |
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CHECK POINT SOFTWARE REPORTS 2005 FOURTH QUARTER AND ANNUAL FINANCIAL RESULTS
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Fourth Quarter EPS Increased 21% Year Over Year Strong Growth in Deferred Revenues
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REDWOOD CITY, Calif., January 30, 2006 Check Point® Software Technologies Ltd. (NASDAQ: CHKP), the worldwide leader in securing the Internet, today announced its financial results for the fourth quarter and year ended December 31, 2005.
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Check Points fourth quarter business provided a strong finish to the year 2005, said Gil Shwed, chairman and chief executive officer of Check Point Software. Our fourth quarter and annual 2005 financial results reached record levels across earnings per share, revenues, deferred revenues, and cash balances.
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Financial Highlights for the Fourth Quarter of 2005:
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Revenues : $156.1 million, an increase of 9% compared to $143.0 million in the fourth quarter of 2004.
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Net Income : $89.2 million, an increase of 17% compared to $76.4 million in the fourth quarter of 2004. Net income excluding acquisition related charges 1 was $90.9 million, an increase of 15% compared to $78.7 million in the fourth quarter of 2004.
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Earnings per Diluted Share : $0.36, an increase of 21% compared to $0.30 in the fourth quarter of 2004. EPS excluding net acquisition related charges was $0.37, an increase of 20% compared to $0.31 in the fourth quarter of 2004.
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Deferred Revenues : $169.0 million, an increase of $24.7 million or 17% over deferred revenues as of September 30, 2005.
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1 Acquisition related charges refer to the impact of the amortization of intangible assets and stock-based compensation resulting from the acquisition of Zone Labs Inc., in March 2004.
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Share Repurchase Program : During the fourth quarter of 2005, Check Point purchased 1.25 million shares at a total cost of approximately $27.5 million. In 2005, the company purchased a total of 10.6 million shares for a total cost of $237 million.
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Financial Highlights for the Year Ended December 31, 2005:
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Revenues : $579.4 million, an increase of 12% compared to $515.4 million for the year ended December 31, 2004.
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Net Income : $319.7 million, an increase of 29% compared to $248.4 million for the year ended December 31, 2004. Net income excluding acquisition related charges was $326.9 million, an increase of 17% compared to $278.7 million for the year ended December 31, 2004.
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Earnings per Diluted Share : $1.27, an increase of 33% compared to $0.95 for the year ended December 31, 2004. EPS excluding net acquisition related charges was $1.30, an increase of 21% compared to $1.07 for the year ended December 31, 2004.
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Cash and Investments Balance : $1.74 billion as of December 31, 2005
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During the year, Check Point introduced many products and technologies, as well as continued to expand and unify the portfolio of security solutions. The company also garnered many awards. Key business highlights, product introductions and accolades include the following:
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Business Highlights and Introductions during 2005
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Expanded Industrys only Unified Security Architecture In 2005, Check Point launched the NGX platform, a major upgrade to Check Points core technology. It is the unified security platform for perimeter, internal and Web security solutions enabling enterprises of all sizes to reduce the cost and complexity of security and ensure that their security systems can be easily extended to adapt to new and evolving threats.
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Internal Security, Intrusion Prevention & Web Security During the year we have seen strong growth in our Web-security and SSL VPN product family, Connectra , with revenue growth of over 250% for the year. We have also expanded our internal security family, InterSpect that combines active intrusion prevention, network zone segmentation and quarantine capabilities. We look forward to enhancing our technology with the pending acquisition of Sourcefire, Inc. A definitive agreement was reached in October 2005. We have received US anti-trust approval and we are waiting for a determination on our pending application with the Committee on Foreign Investment in the U.S. (CFIUS).
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New Product Family for Security Event Management, Eventia In early 2005, Check Point introduced the new Eventia family that allows IT professionals to collect, analyze, correlate and report on security events, and enables a higher level of intelligence and protection of the network security.
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Introduced New Unified Threat Management (UTM) Solutions: Check Point Express CIand Safe@Office® 500 appliance series Check Point has entered the market for Unified Threat Management Solutions gateways that include in a single product integrated firewall, VPN, antivirus, intrusion prevention and many other security technologies. These two product families enable affordable security for small and medium businesses ranging from $400 to $15,000 per gateway.
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Expanded Endpoint Security for Consumers and Enterprises ZoneAlarm® 6.0 provides new multi-layered security for consumers and debuted with a new OSFirewall and Anti-Spyware solution to prevent the most dangerous Internet threats including spyware, rootkits, viruses, and more from invading PCs. Integrity delivers the most complete endpoint security solution, including intrusion prevention, outbound threat protection, access policy enforcement, advanced server and policy automation, to proactively protect PCs and enterprise networks from the newest worms, viruses, spyware, and hacker attacks.
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Partial List of Awards & Industry Recognitions in 2005:
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Recognition by Industry Analyst Firms:
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Tolly Group Tests Confirm Check Point Solution Completeness and Lowest TCO Tests by the Tolly Group confirmed that Check Point provides the broadest breadth of security coverage at the lowest Total Cost of Ownership (TCO) for todays complex security vulnerabilities in comparison to competing solutions from Cisco and Juniper.
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Gartner Group Prestigious Magic Quadrant Report Leader Check Point positioned in the leader quadrant of Gartners Magic Quadrant for Network Firewalls. This report evaluates both network and application firewall vendors on their ability to execute and completeness of vision.
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META Group Industry Leader Position in METAspectrum Report Check Point was ranked as a market leader in META Groups METAspectrum report on Network Intrusion Control Systems. Of 12 vendors, Check Point ranked the highest for performance a category that measures the companys technology, services pricing and financial standing.
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Frost & Sullivan Global Market Leadership for Endpoint Security Solutions Check Point, achieved prestigious recognition from Frost & Sullivan that bestowed Check Point Integrity endpoint security solution with their renowned Global Market Leadership Award for outstanding market share, revenue growth rate, profitability and market and technology innovation.
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Awards and Recognition for Check Points Partner Program:
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CMPs VARBusiness Magazine:
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Top Channel Executive: Kevin Maloney, Vice President, Worldwide Sales
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Five-Star Rating: Check Point Valued Partner Program
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2005 Annual Report Card: Check Point Achieves Exceptional Partner Satisfaction
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Computer Reseller News (UK):
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Security Vendor Partner of the Year
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Awards for Products & Technology:
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Check Point VPN-1®Pro: the industrys most proven and secure VPN
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2005 Global Best Enterprise Security Solution and Best Firewall SC Magazine
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Editors Choice China Information World
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Best Firewall/VPN Computerworld Hong Kong
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Readers Choice, Best Firewall Computerworld Malaysia, Computerworld Singapore
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Best Firewall Relatorio Bancario, Brazil
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Readers Choice, Best Server/Standalone Firewall Windows IT Pro
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ZoneAlarm® Security Suite: complete internet protection for consumers
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2005 Global and European Best SOHO Security Solution SC Magazine, SC Magazine (UK)
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2005 ReadersChoice, Best Desktop Firewall Windows IT Pro
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Editors Choice, Desktop Security CNet
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Editors Choice, Best Security Suite PC Magazine
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Editors Choice, Best Security Suite LAPTOP Magazine
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Check Point Integrity: complete solution for securing internal-network endpoint PCs
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2005 European Best Enterprise Security Solution SC Magazine
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Endpoint Security Evaluation Winner Information Security Magazine
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Unified Threat Management (UTM) Solutions for Small and Mid-Size Businesses
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Midmarket Product of The Year, Check Point Express CI VARBusiness
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Editors Choice, Safe@Office InformationWeek
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Excellent Security, Safe@Office ProtectStar, Germany
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Mr. Shwed continued, Weve continued our expansion in 2005 by strengthening our Unified Security Architecture and delivering a unique set of integrated network security solutions for our customers. We believe that our innovative technology, breadth of solutions and customer acceptance will serve as the foundation for our future success.
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Conference Call and Webcast Information Check Point will host a conference call with the investment community on January 30, 2006 at 8:30 AM ET/5:30 AM PT. To listen to the live webcast, please visit Check Points website at http://www.checkpoint.com/ir . A replay of the conference call will be available through February 13, 2006 at the Companys website http://www.checkpoint.com/ir or by telephone at (973) 341-3080, pass code 6888307.
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Safe Harbor Statement Certain statements in this press release are forward-looking statements. Forward-looking statements include statements regarding factors driving Check Points position as a provider of network security and position for long-term success, and Check Points beliefs regarding the potential benefits of the pending acquisition of Sourcefire, as well as Check Points expectations regarding the timing of receipt of any regulatory approvals and completion of the acquisition. These statements pertain to future events, and therefore they are subject to various risks and uncertainties, and actual results could differ materially from Check Points current expectations and beliefs. Factors that could cause or contribute to such differences include, but are not limited to: the impact on revenues of economic and political uncertainties, the impact of political changes and weaknesses in various regions of the world, including the commencement or escalation of hostilities or acts of terrorism; the inclusion of network security functionality in third-party hardware or system software; any foreseen and unforeseen developmental or technological difficulties with regard to Check Points products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; rapid technological advances and changes in customer requirements to which Check Point is unable to respond expeditiously, if at all; a shift in demand for products such as Check Points; factors affecting third parties with which Check Point has formed business alliances; timely availability and customer acceptance of Check Points new and existing products; the parties ability to consummate the Sourcefire transaction, including the ability of the parties to secure the CFIUS approval required for the transaction on the terms expected or on the anticipated schedule, if at all; unanticipated expenses associated with the Sourcefire acquisition; the possibility that Check Point may be unable to achieve all of the benefits of the acquisition within the expected time-frames or at all and to successfully integrate Sourcefires operations and technology into those of Check Point; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the Sourcefire acquisition; and other factors and risks discussed in Check Points Annual Report on Form 20-F for the year ended December 31, 2004, which is on file with the Securities and Exchange Commission. Check Point assumes no obligation to update information concerning its expectations.
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About Check Point Software Technologies Ltd. Check Point Software Technologies Ltd. ( www.checkpoint.com ) is a leader in securing the Internet. It is a market leader in the worldwide enterprise firewall, personal firewall and VPN markets. Through its NGX platform, the company delivers a unified security architecture for a broad range of perimeter, internal, Web, and endpoint security solutions that protect business communications and resources for corporate networks and applications, remote employees, branch offices and partner extranets. The companys ZoneAlarm product line is the highest rated personal computer security suite, comprised of award-winning endpoint security solutions that protect millions of PCs from hackers, spyware and data theft. Extending the power of the Check Point solution is its Open Platform for Security (OPSEC), the industrys framework and alliance for integration and interoperability with best-of-breed solutions from over 350 leading companies. Check Point solutions are sold, integrated and serviced by a network of more than 2,200 Check Point partners in 88 countries and its customers include 100% of Fortune 100 companies and tens of thousands of businesses and organizations of all sizes.
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©2003-2005 Check Point Software Technologies Ltd. All rights reserved. Check Point, Application Intelligence, Check Point Express, the Check Point logo, AlertAdvisor, ClusterXL, Cooperative Enforcement, ConnectControl, Connectra, CoSa, Cooperative Security Alliance, Eventia, Eventia Analyzer, Eventia Reporter, FireWall-1, FireWall-1 GX, FireWall-1 SecureServer, FloodGate-1, Hacker ID, IMsecure, INSPECT, INSPECT XL, Integrity, InterSpect, IQ Engine, NGX, Open Security Extension, OPSEC, Policy Lifecycle Management, Provider-1, Safe@Home, Safe@Office, SecureClient, SecureKnowledge, SecurePlatform, SecuRemote, SecureXL Turbocard, SecureServer, SecureUpdate, SecureXL, SiteManager-1, SmartCenter, SmartCenter Pro, Smarter Security, SmartDashboard, SmartDefense, SmartLSM, SmartMap, SmartUpdate, SmartView, SmartView Monitor, SmartView Reporter, SmartView Status, SmartViewTracker, SofaWare, SSL Network Extender, Stateful Clustering, TrueVector, Turbocard, UAM, User-to-Address Mapping, UserAuthority, VPN-1, VPN-1 Accelerator Card, VPN-1 Edge, VPN-1 Pro, VPN-1 SecureClient, VPN-1 SecuRemote, VPN-1 SecureServer, VPN-1 VSX, VPN-1 XL, Web Intelligence, ZoneAlarm, ZoneAlarm Pro, Zone Labs, and the Zone Labs logo, are trademarks or registered trademarks of Check Point Software Technologies Ltd. or its affiliates. All other product names mentioned herein are trademarks or registered trademarks of their respective owners. The products described in this document are protected by U.S. Patent No. 5,606,668, 5,835,726, 6,496,935, 6,873,988 and 6,850,943 and may be protected by other U.S. Patents, foreign patents, or pending applications.
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CHECK POINT SOFTWARE TECHNOLOGIES LTD. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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(In thousands, except per share amounts)
| Three Months Ended December 31, — 2005 | 2004 | Year Ended December 31, — 2005 | 2004 | |
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Revenues: | ||||
| Products and licenses | $ 78,978 | $ 77,142 | $ 281,364 | $ 275,677 |
| Software subscriptions | 61,585 | 53,268 | 239,319 | 196,327 |
| Total product and license revenues | 140,563 | 130,410 | 520,683 | 472,004 |
| Services | 15,495 | 12,639 | 58,667 | 43,356 |
| Total revenues | 156,058 | 143,049 | 579,350 | 515,360 |
| Operating expenses: | ||||
| Cost of revenues | 6,344 | 5,988 | 24,718 | 23,552 |
| Research and development | 12,193 | 12,015 | 49,290 | 43,186 |
| Selling and marketing | 36,271 | 36,487 | 140,283 | 132,796 |
| General and administrative | 5,772 | 6,050 | 23,984 | 23,657 |
| Amortization of intangible assets and deferred | ||||
| stock compensation | 2,161 | 2,783 | 9,387 | 8,852 |
| Acquisition related in-process R&D | - | - | - | 23,098 |
| Total operating expenses | 62,741 | 63,323 | 247,662 | 255,141 |
| Operating income | 93,317 | 79,726 | 331,688 | 260,219 |
| Financial income, net | 13,987 | 11,970 | 54,177 | 44,777 |
| Income before income taxes | 107,304 | 91,696 | 385,865 | 304,996 |
| Income taxes | 18,067 | 15,252 | 66,181 | 56,603 |
| Net income | $ 89,237 | $ 76,444 | $ 319,684 | $ 248,393 |
| Net income excluding in-process R&D and amortization | ||||
| of intangible assets and deferred stock compensation | $ 90,857 | $ 78,684 | $ 326,905 | $ 278,717 |
| Earnings per share (basic) | $ 0.36 | $ 0.31 | $ 1.30 | $ 0.99 |
| Number of shares used in computing earnings per share | ||||
| (basic) | 244,517 | 248,585 | 245,520 | 251,244 |
| Earnings per share (fully diluted) | $ 0.36 | $ 0.30 | $ 1.27 | $ 0.95 |
| Earnings per share (fully diluted) excluding | ||||
| in-process R&D and amortization of intangible assets | ||||
| and deferred stock compensation | $ 0.37 | $ 0.31 | $ 1.30 | $ 1.07 |
| Number of shares used in computing earnings per share | ||||
| (fully diluted) | 248,585 | 257,459 | 251,747 | 260,608 |
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CHECK POINT SOFTWARE TECHNOLOGIES LTD. SELECTED CONSOLIDATED BALANCE SHEET DATA (In thousands) ASSETS
| December 31, 2005 — (unaudited) | (unaudited) | |||
|---|---|---|---|---|
| Current Assets: | ||||
| Cash and cash equivalents | $ 298,531 | $ | 162,444 | |
| Marketable securities | 1,052,070 | 791,799 | ||
| Trade receivables, net | 127,129 | 96,006 | ||
| Other receivables and prepaid expenses | 20,646 | 20,517 | ||
| Total current assets | 1,498,376 | 1,070,766 | ||
| Long-term assets: | ||||
| Long-term investments | 386,753 | 623,045 | ||
| Other long-term assets | 875 | 867 | ||
| Property and equipment, net | 7,665 | 8,144 | ||
| Intangible assets | 20,215 | 25,857 | ||
| Goodwill | 174,295 | 175,536 | ||
| Deferred income taxes, net | 5,650 | 8,439 | ||
| Total long-term assets | 595,453 | 841,888 | ||
| Total assets | $ 2,093,829 | $ | 1,912,654 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Deferred revenues | $ 168,998 | $ | 141,114 | |
| Trade payables and other accrued liabilities | 136,872 | 137,932 | ||
| Total current liabilities | 305,870 | 279,046 | ||
| Accrued severance pay, net | 3,271 | 2,784 | ||
| Total liabilities | 309,141 | 281,830 | ||
| Shareholders' Equity: | ||||
| Share capital | 774 | 771 | ||
| Additional paid-in capital | 386,544 | 369,452 | ||
| Deferred stock based compensation | (2,831 | ) | (10,342 | ) |
| Treasury shares | (380,834 | ) | (244,586 | ) |
| Retained earnings | 1,781,035 | 1,515,529 | ||
| Total shareholders' equity | 1,784,688 | 1,630,824 | ||
| Total liabilities and shareholders' equity | $ 2,093,829 | $ | 1,912,654 | |
| Total cash and cash equivalents and marketable | ||||
| securities | 1,737,354 | 1,577,288 |
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CHECK POINT SOFTWARE TECHNOLOGIES LTD. SELECTED CONSOLIDATED CASH FLOW DATA
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(In thousands)
| Three Months Ended December 31, — 2005 | 2004 | 2005 | 2004 | |||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
| Cash flow from operating activities: | ||||||||
| Net income | $ 89,237 | $ | 76,444 | $ | 319,684 | $ | 248,393 | |
| Adjustments to reconcile net income to net cash provided by | ||||||||
| operating activities: | ||||||||
| Depreciation and amortization | 1,371 | 1,382 | 5,352 | 5,519 | ||||
| Increase in trade and other receivables, net | (44,777 | ) | (23,233 | ) | (31,451 | ) | (20,644 | ) |
| Increase in trade payables and other accrued liabilities | 27,467 | 14,865 | 28,402 | 17,868 | ||||
| Other adjustments | 6,028 | 1,285 | 15,552 | 1,426 | ||||
| Amortization of intangible assets and deferred stock | ||||||||
| compensation | 2,161 | 2,783 | 9,387 | 8,852 | ||||
| Acquisition related in-process R&D | - | - | - | 23,098 | ||||
| Net cash provided by operating activities | 81,487 | 73,526 | 346,926 | 284,512 | ||||
| Cash flow from investing activities: | ||||||||
| Cash paid in conjunction with the acquisition of Zone Labs, net | - | - | - | (95,343 | ) | |||
| Investment in property and equipment | (1,392 | ) | (1,169 | ) | (4,873 | ) | (4,500 | ) |
| Net cash used in investing activities | (1,392 | ) | (1,169 | ) | (4,873 | ) | (99,843 | ) |
| Cash flow from financing activities: | ||||||||
| Proceeds from issuance of shares upon exercise of options | 11,937 | 10,992 | 54,942 | 34,481 | ||||
| Purchase of treasury shares | (27,466 | ) | (44,349 | ) | (236,929 | ) | (244,586 | ) |
| Net cash used in financing activities | (15,529 | ) | (33,357 | ) | (181,987 | ) | (210,105 | ) |
| Increase (decrease) in cash and cash equivalents, deposits and | ||||||||
| marketable securities | 64,566 | 39,000 | 160,066 | (25,436 | ) | |||
| Cash and cash equivalents, deposits and marketable securities | ||||||||
| at the beginning of the period | 1,672,788 | 1,538,288 | 1,577,288 | 1,602,724 | ||||
| Cash and cash equivalents and marketable securities at the end | ||||||||
| of the period | 1,737,354 | 1,577,288 | 1,737,354 | 1,577,288 |
MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"
Signatures
MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default"
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.
MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"
January 30, 2006 CHECK POINT SOFTWARE TECHNOLOGIES LTD. BY: /S/ Eyal Desheh Eyal Desheh Executive Vice President & Chief Financial Office