UNITED STATES
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 July, 2008
Commission File Number 0-28584
| CHECK POINT SOFTWARE TECHNOLOGIES LTD. |
| (Translation of registrant’s name into English) |
5 Ha’solelim
Street, Tel Aviv, Israel
(Address of principal
executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): ____
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.
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): ____
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 registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s 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 registrant’s 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.
Indicate by check mark whether the registrant by furnishing the information contained in this Form, is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
FOR IMMEDIATE RELEASE
| INVESTOR CONTACT: | MEDIA CONTACT: |
| Kip E. Meintzer | Greg Kunkel |
| Check Point Software Technologies | Check Point Software Technologies |
| +1 650.628.2040 | +1 650.628.2070 |
| ir@us.checkpoint.com | press@us.checkpoint.com |
CHECK POINT SOFTWARE
REPORTS
FINANCIAL RESULTS FOR
THE SECOND QUARTER 2008
| – | Revenue: $199.6 Million – 13% growth year over year |
| – | Products & Licenses Revenue: $85.0 Million – 16% growth year over year |
| – | Deferred Revenue: $279.2 Million – 18% growth year over year |
| – | Non-GAAP EPS: $0.43 – 12% growth year over year |
REDWOOD CITY, Calif., – July 22, 2008 – Check Point® Software Technologies Ltd. (NASDAQ: CHKP), the worldwide leader in securing the Internet, today announced its financial results for the second quarter ended June 30, 2008.
“Check Point’s success during the quarter is a direct result of effectively executing our Total Security strategy.” said Gil Shwed, chairman and chief executive officer at Check Point. “We have continued to experience strength across our business which is reflected in the double-digit year over year growth in revenue, earnings per share and deferred revenue.”
Financial Highlights for the Second Quarter of 2008:
| — | Total Revenues: $199.6 million, an increase of 13 percent, compared to $176.2 million in the second quarter of 2007. Product and license revenue was $85.0 million, an increase of 16 percent, compared to $73.3 million in the second quarter of 2007. |
| — | Net Income – GAAP: $79.2 million, an increase of 14 percent, compared to $69.5 million in the second quarter of 2007. Net income in the second quarter of 2008 includes acquisition-related charges of $8.9 million and equity-based compensation expenses of $8.4 million. Net of taxes, these charges totaled $13.5 million. Net income in the second quarter of 2007 included acquisition-related charges of $10.3 million and equity-based compensation expenses of $8.6 million. Net of taxes these charges totaled $16.2 million. |
| — | Net Income – Non-GAAP: 1 $92.7 million, an increase of 8 percent, compared to $85.7 million in the second quarter of 2007. Non-GAAP net income excludes equity-based compensation expenses and acquisition-related charges. 2 |
| 1 See “Use of Non-GAAP Financial Information” and “Reconciliation of Supplemental Financial Information” below for more information regarding Check Point’s use of non-GAAP measures. |
2 “Equity-based compensation expenses” refer to the amortized fair value of all equity based awards granted to employees. “Acquisition- related charges” refer to the impact of the amortization of intangibles.
| — | Earnings per Diluted Share – GAAP: $0.36, an increase of 18 percent, compared to $0.31 in the second quarter of 2007. GAAP earnings per diluted share for the second quarter of 2008 included equity-based compensation expenses of $0.04 and acquisition-related charges of $0.05. Net of taxes, these charges totaled $0.07. GAAP earnings per diluted share for the second quarter of 2007 included acquisition-related charges of $0.05 and equity-based compensation expenses of $0.03. Net of taxes these charges totaled $0.07. |
| — | Earnings per Diluted Share – Non-GAAP: $0.43, an increase of 12 percent, compared to $0.38 in the second quarter of 2007. Non-GAAP earnings per diluted share exclude equity-based compensation expenses and acquisition-related charges. |
| — | Deferred Revenues: As of June 30, 2008, we had deferred revenue of $279.2 million, a $43 million or 18% increase compared to deferred revenues as of June 30, 2007. |
| — | Cash Flow: $82.6 million in cash flow from operations and we had $1.34 billion in cash and investments as of June 30, 2008. |
| — | Share Repurchase Program: During the second quarter of 2008, Check Point repurchased 2.1 million shares at an approximate cost of $50.0 million. |
Business Highlights for the Second Quarter of 2008:
Since April we have expanded and continued to improve the performance of our unified line of security gateways. We introduced the Power-1 appliances, a new line of high-performance security gateways delivering excellent performance of up to 14 Gbps and record price performance at less than $4 per Mbps. In addition, we added five new UTM-1 Total Security appliances, expanded the range of solutions from a sub-five thousand dollar model and up to 4.5 Gbps performance providing our customers with more choices when selecting network security appliances. The new appliances further compliment our Open Choice program which allows customers to choose from a variety of gateway security platforms, including Check Point Power-1 and UTM-1 branded appliances, software on open servers and Check Point software integrated on partner appliances.
We continued to address the growing security needs of our customers utilizing Apple’s Mac OS X and iPhone with the release of Check Point Full Disk Encryption (FDE) for the Mac and VPN-1 support for the iPhone. Our FDE for Mac is the only enterprise full-disk encryption solution with pre-boot authentication available in the market today.
During the second quarter we also received awards from third-party industry organizations including: “Best Enterprise Firewall” from SC Magazine for Check Point VPN-1 Power, “Endpoint Security Product of the Year” from Techworld for Check Point Endpoint Security, “VB100 Award” from Virus Bulletin for ZoneAlarm Internet Security and “Ten Best Web Support Sites” for 2008 from Association of Support Professionals
Mr. Shwed concluded, “I am pleased with our results for the quarter as we have now exceeded our plans for the sixth quarter in a row. During that time we have also expanded and executed our strategy of delivering a comprehensive integrated security solution that includes a unified line of security gateways, a single-agent for endpoint security and a single security management console.”
Conference Call and
Webcast Information
Check Point will host a conference
call with the investment community on July 22, 2008 at 8:30 AM ET/5:30 AM PT. To listen to
the live webcast, please visit Check Point’s website at
http://www.checkpoint.com/ir. A replay of the conference call will be available
through August 5, 2008 at the company’s website http://www.checkpoint.com/ir
or by telephone at +1.800.642.1687 passcode # 54900277.
About Check Point
Software Technologies Ltd.
Check Point Software Technologies
Ltd. (www.checkpoint.com) is the leader in securing the Internet. Check Point offers total
security solutions featuring a unified gateway, single endpoint agent and single
management architecture, customized to fit customers’ dynamic business needs. This
combination is unique and is a result of our leadership and innovation in the enterprise
firewall, personal firewall/endpoint, data security and VPN markets.
Check Point’s award-winning ZoneAlarm solutions protect millions of consumer PCs from hackers, spyware and identity theft. Check Point solutions are sold, integrated and serviced by a network of Check Point partners around the world and its customers include 100 percent of Fortune 100 companies and tens of thousands of businesses and organizations of all sizes.
©2003–2008 Check Point Software Technologies Ltd. All rights reserved.
Use of Non-GAAP Financial
Information
In addition to reporting financial
results in accordance with generally accepted accounting principles, or GAAP, Check Point
uses non-GAAP measures of net income, operating income and earnings per share, which are
adjustments from results based on GAAP to exclude non-cash equity-based compensation
charges in accordance with SFAS 123R, in-process R&D expense and acquisition related
charges. Check Point’s management believes the non-GAAP financial information
provided in this release is useful to investors’ understanding and assessment of
Check Point’s ongoing core operations and prospects for the future. Historically,
Check Point has also publicly presented these supplemental non-GAAP financial measures in
order to assist the investment community to see the Company “through the eyes of
management,” and thereby enhance understanding of its operating performance. The
presentation of this non-GAAP financial information is not intended to be considered in
isolation or as a substitute for results prepared in accordance with GAAP. A
reconciliation of the non-GAAP financial measures discussed in this press release to the
most directly comparable GAAP financial measures is included with the financial statements
contained in this press release. Management uses both GAAP and non-GAAP information in
evaluating and operating business internally and as such has determined that it is
important to provide this information to investors.
Safe Harbor Regarding
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, including, but not
limited to, statements related to Check Point’s expectations that we will continue to
build upon the success of our industry-leading security products by increasing the breadth
of their functionality and providing tighter integration throughout our comprehensive
product line to address the security needs of our customers worldwide. Because these
statements pertain to future events they are subject to various risks and uncertainties,
actual results could differ materially from Check Point’s current expectations and
beliefs. Factors that could cause or contribute to such differences include, but are
not limited to: general market conditions in the Check Point’s industry; economic and
political uncertainties; the impact of political changes and weaknesses in various regions
of the world, including hostilities or acts of terrorism in Israel,
where Check Point’s international headquarters are based; inclusion of network
security functionality in third-party hardware or system software; any foreseen and
unforeseen developmental or technological difficulties with regard to Check Point’s
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 Point’s; factors affecting third parties with
which Check Point has formed business alliances; and the timely availability and customer
acceptance of Check Point’s new and existing products. The forward-looking statements
contained in this press release are subject to other factors and risks, including those
discussed in Check Point’s Annual Report on Form 20-F for the year ended December 31,
2007, which is on file with the Securities and Exchange Commission. Check Point assumes no
obligation to update information concerning its expectations or beliefs.
CHECK POINT SOFTWARE
TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(In thousands, except
per share amounts)
| Three Months Ended |
Six Months Ended |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, |
June 30, |
|||||||||||||
| 2008 |
2007 |
2008 |
2007 | |||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||
| Revenues: | ||||||||||||||
| Products and licenses | $ | 84,973 | $ | 73,318 | $ | 162,352 | $ | 139,366 | ||||||
| Software updates, maintenance andservices | 114,633 | 102,874 | 228,851 | 200,795 | ||||||||||
| Total revenues | 199,606 | 176,192 | 391,203 | 340,161 | ||||||||||
| Operating expenses: | ||||||||||||||
| Cost of products and licenses | 9,693 | 6,747 | 18,686 | 11,987 | ||||||||||
| Cost of software updates, | ||||||||||||||
| maintenance and services | 7,101 | 5,899 | 13,851 | 11,357 | ||||||||||
| Amortization of technology | 5,800 | 7,154 | 12,954 | 13,416 | ||||||||||
| Total cost of revenues | 22,594 | 19,800 | 45,491 | 36,760 | ||||||||||
| Research and development | 23,824 | 20,775 | 46,569 | 39,643 | ||||||||||
| Selling and marketing | 56,588 | 55,176 | 110,248 | 107,338 | ||||||||||
| General and administrative | 13,005 | 11,621 | 26,571 | 25,721 | ||||||||||
| Acquired in process research | ||||||||||||||
| and development | - | - | - | 17,000 | ||||||||||
| Total operating expenses | 116,011 | 107,372 | 228,879 | 226,462 | ||||||||||
| Operating income | 83,595 | 68,820 | 162,324 | 113,699 | ||||||||||
| Financial income, net | 12,789 | 11,645 | 27,409 | 24,713 | ||||||||||
| Income before income taxes | 96,384 | 80,465 | 189,733 | 138,412 | ||||||||||
| Taxes on income | 17,211 | 11,004 | 32,302 | 22,003 | ||||||||||
| Net income | $ | 79,173 | $ | 69,461 | $ | 157,431 | $ | 116,409 | ||||||
| Earnings per share (basic) | $ | 0.37 | $ | 0.31 | $ | 0.72 | $ | 0.52 | ||||||
| Number of shares used in computing | ||||||||||||||
| earnings per share (basic) | 215,030 | 223,291 | 217,568 | 222,989 | ||||||||||
| Earnings per share (diluted) | $ | 0.36 | $ | 0.31 | $ | 0.71 | $ | 0.52 | ||||||
| Number of shares used in computing | ||||||||||||||
| earnings per share (diluted) | 217,951 | 226,151 | 220,192 | 225,806 | ||||||||||
CHECK POINT SOFTWARE
TECHNOLOGIES LTD.
RECONCILIATION OF
SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, except
per share amounts)
| Three Months Ended |
Six Months Ended |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, |
June 30, |
|||||||||||||
| 2008 |
2007 |
2008 |
2007 | |||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||
| GAAP operating income | $ | 83,595 | $ | 68,820 | $ | 162,324 | $ | 113,699 | ||||||
| Stock-based compensation (1) | 8,385 | 8,588 | 17,456 | 16,926 | ||||||||||
| Amortization of intangible assets (2) | 8,893 | 10,338 | 19,197 | 19,308 | ||||||||||
| Acquired in process research and | ||||||||||||||
| development | - | - | - | 17,000 | ||||||||||
| Non-GAAP operating income | $ | 100,873 | $ | 87,746 | $ | 198,977 | $ | 166,933 | ||||||
| GAAP net income | $ | 79,173 | $ | 69,461 | $ | 157,431 | $ | 116,409 | ||||||
| Stock-based compensation (1) | 8,385 | 8,588 | 17,456 | 16,926 | ||||||||||
| Amortization of intangible assets (2) | 8,893 | 10,338 | 19,197 | 19,308 | ||||||||||
| Acquired in process research and | ||||||||||||||
| development | - | - | - | 17,000 | ||||||||||
| Taxes on stock-based compensation and | ||||||||||||||
| amortization of intangible assets (3) | (3,753 | ) | (2,698 | ) | (8,017 | ) | (5,344 | ) | ||||||
| Non-GAAP net income | $ | 92,698 | $ | 85,689 | $ | 186,067 | $ | 164,299 | ||||||
| GAAP Earnings per share (diluted) | $ | 0.36 | $ | 0.31 | $ | 0.71 | $ | 0.52 | ||||||
| Stock-based compensation (1) | 0.04 | 0.03 | 0.08 | 0.07 | ||||||||||
| Amortization of intangible assets (2) | 0.05 | 0.05 | 0.10 | 0.09 | ||||||||||
| Acquired in process research and | ||||||||||||||
| development | - | - | - | 0.07 | ||||||||||
| Taxes on stock-based compensation and | ||||||||||||||
| amortization of intangible assets (3) | (0.02 | ) | (0.01 | ) | (0.04 | ) | (0.02 | ) | ||||||
| Non-GAAP Earnings per share (diluted) | $ | 0.43 | $ | 0.38 | $ | 0.85 | $ | 0.73 | ||||||
| Number of shares used in computing | ||||||||||||||
| Non-GAAP earnings per share (diluted) | 217,951 | 226,151 | 220,192 | 225,806 | ||||||||||
| (1) Stock-based compensation: | ||||||||||||||
| Cost of products and licenses | $ | 15 | $ | 13 | $ | 27 | $ | 24 | ||||||
| Cost of software updates, | ||||||||||||||
| maintenance and services | 194 | 193 | 377 | 310 | ||||||||||
| Research and development | 1,204 | 1,060 | 2,301 | 2,070 | ||||||||||
| Selling and marketing | 1,926 | 2,627 | 4,166 | 4,348 | ||||||||||
| General and administrative | 5,046 | 4,695 | 10,585 | 10,174 | ||||||||||
| 8,385 | 8,588 | 17,456 | 16,926 | |||||||||||
| (2) Amortization of intangible assets | ||||||||||||||
| and acquisition related expenses: | ||||||||||||||
| Cost of products and licenses | 5,800 | 7,154 | 12,954 | 13,416 | ||||||||||
| Selling and marketing | 3,093 | 3,184 | 6,243 | 5,892 | ||||||||||
| 8,893 | 10,338 | 19,197 | 19,308 | |||||||||||
| (3) Taxes on stock-based | ||||||||||||||
| compensation and amortization of | ||||||||||||||
| intangible assets | (3,753 | ) | (2,698 | ) | (8,017 | ) | (5,344 | ) | ||||||
| Total , net | $ | 13,525 | $ | 16,228 | $ | 28,636 | $ | 30,890 | ||||||
CHECK POINT SOFTWARE
TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED
BALANCE SHEET DATA
(In thousands)
ASSETS
| June 30, 2008 |
December 31, 2007 | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 472,970 | $ | 509,664 | ||||
| Marketable securities | 279,557 | 332,355 | ||||||
| Trade receivables, net | 158,129 | 201,515 | ||||||
| Other current assets | 29,899 | 21,595 | ||||||
| Total current assets | 940,555 | 1,065,129 | ||||||
| Long-term assets: | ||||||||
| Marketable securities | 590,246 | 399,490 | ||||||
| Property, plant and equipment, net | 57,098 | 56,947 | ||||||
| Severance pay fund | 12,115 | 9,302 | ||||||
| Deferred income taxes, net | 17,793 | 14,920 | ||||||
| Intangible assets, net | 140,937 | 160,133 | ||||||
| Goodwill | 664,602 | 664,910 | ||||||
| Other assets | 645 | 636 | ||||||
| Total long-term assets | 1,483,436 | 1,306,338 | ||||||
| Total assets | $ | 2,423,991 | $ | 2,371,467 | ||||
LIABILITIES AND
SHAREHOLDERS’
EQUITY
| Current liabilities: | ||||||||
| Deferred revenues | $ | 279,188 | $ | 273,693 | ||||
| Trade payables and other accrued liabilities | 81,404 | 116,406 | ||||||
| Total current liabilities | 360,592 | 390,099 | ||||||
| Income tax accrual | 91,470 | 78,545 | ||||||
| Deferred tax liability, net | 26,845 | 31,465 | ||||||
| Accrued severance pay | 17,585 | 14,403 | ||||||
| Total liabilities | 496,492 | 514,512 | ||||||
| Shareholders' equity: | ||||||||
| Share capital | 774 | 774 | ||||||
| Additional paid-in capital | 489,017 | 464,330 | ||||||
| Treasury shares at cost | (1,011,033 | ) | (907,022 | ) | ||||
| Accumulated other comprehensive income (loss) | (6,330 | ) | 1,233 | |||||
| Retained earnings | 2,455,071 | 2,297,640 | ||||||
| Total shareholders' equity | 1,927,499 | 1,856,955 | ||||||
| Total liabilities and shareholders' equity | $ | 2,423,991 | $ | 2,371,467 | ||||
| Total cash and cash equivalents and marketable | $ | 1,342,773 | $ | 1,241,509 | ||||
CHECK POINT SOFTWARE
TECHNOLOGIES LTD.
SELECTED CONSOLIDATED
CASH FLOW DATA
(In thousands)
| Three Months Ended |
Six Months Ended |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, |
June 30, |
|||||||||||||
| 2008 |
2007 |
2008 |
2007 | |||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||
| Cash flow from operating activities: | ||||||||||||||
| Net income | $ | 79,173 | $ | 69,461 | $ | 157,431 | $ | 116,409 | ||||||
| Adjustments to reconcile net income to net cash provided by | ||||||||||||||
| operating activities: | ||||||||||||||
| Depreciation and amortization of property, plant and equipment | 2,186 | 1,707 | 4,375 | 2,944 | ||||||||||
| Decrease (increase) in trade and other receivables, net | (11,342 | ) | 2,063 | 36,784 | 40,624 | |||||||||
| Increase (decrease) in deferred revenues, trade payables and | ||||||||||||||
| other accrued liabilities | 1,213 | (7,557 | ) | 4,544 | (13,343 | ) | ||||||||
| Acquisition of in process research and development | - | - | - | 17,000 | ||||||||||
| Amortization of intangible assets | 8,893 | 10,338 | 19,197 | 19,308 | ||||||||||
| Stock-based compensation | 8,385 | 8,588 | 17,456 | 16,926 | ||||||||||
| Excess tax benefit from stock-based compensation | (2,681 | ) | - | (6,029 | ) | - | ||||||||
| Deferred income taxes, net | (3,268 | ) | (3,136 | ) | (8,323 | ) | (8,396 | ) | ||||||
| Net cash provided by operating activities | 82,559 | 81,464 | 225,435 | 191,472 | ||||||||||
| Cash flow from investing activities: | ||||||||||||||
| Cash paid in conjunction with the acquisition of Protect Data, | ||||||||||||||
| net | (9,042 | ) | (260 | ) | (9,042 | ) | (594,294 | ) | ||||||
| Investment in property, plant and equipment | (2,591 | ) | (5,564 | ) | (4,526 | ) | (9,986 | ) | ||||||
| Net cash used in investing activities | (11,633 | ) | (5,824 | ) | (13,568 | ) | (604,280 | ) | ||||||
| Cash flow from financing activities: | ||||||||||||||
| Proceeds from issuance of shares upon exercise of options | 9,304 | 7,418 | 15,772 | 14,935 | ||||||||||
| Purchase of treasury shares | (50,000 | ) | (50,000 | ) | (123,000 | ) | (105,627 | ) | ||||||
| Excess tax benefit from stock-based compensation | 2,681 | - | 6,029 | - | ||||||||||
| Net cash used in financing activities | (38,015 | ) | (42,582 | ) | (101,199 | ) | (90,692 | ) | ||||||
| Unrealized gain (loss) on marketable securities, net | (8,844 | ) | (4,388 | ) | (9,404 | ) | 3,738 | |||||||
| Increase (decrease) in cash and cash equivalents, deposits and | ||||||||||||||
| marketable securities | 24,067 | 28,670 | 101,264 | (499,762 | ) | |||||||||
| Cash and cash equivalents, deposits and marketable securities | ||||||||||||||
| at the beginning of the period | 1,318,706 | 1,121,506 | 1,241,509 | 1,649,938 | ||||||||||
| Cash and cash equivalents, deposits and marketable securities | ||||||||||||||
| at the end of the period | $ | 1,342,773 | $ | 1,150,176 | $ | 1,342,773 | $ | 1,150,176 | ||||||
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.
July 22, 2008 |
CHECK POINT SOFTWARE TECHNOLOGIES LTD. By: /s/ Tal Payne —————————————— Tal Payne Chief Financial Officer |