SEC Filing | Verint Systems Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2017

Verint Systems Inc.

(Exact name of registrant as specified in its charter)

001-34807

(Commission File Number)




Delaware		11-3200514
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

175 Broadhollow Road, Melville, New York		11747
(Address of principal executive offices)		(Zip code)

(631) 962-9600

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

Verint Systems Inc. ("Verint") is disclosing in this Current Report certain presentation slides that are being provided to its lenders and certain prospective lenders. These presentation slides include, among other things, re-affirmation of Verint's previous guidance for the year ending January 31, 2018. The presentation slides are attached as Exhibit 99.1 hereto and are incorporated by reference into this Item 7.01 in their entirety.

The presentation slides attached as Exhibit 99.1 hereto are being furnished herewith and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number		Description

99.1		Presentation Slides

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 hereunto duly authorized.



		VERINT SYSTEMS INC.

Date:	June 12, 2017

		By:	/s/ Douglas E. Robinson
			Name:	Douglas E. Robinson
			Title:	Chief Financial Officer

EXHIBIT INDEX



Exhibit
Number		Description

99.1		Presentation Slides

verintlenderspresentatio

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. Note from PPS:  PLEASE, DO NOT REFRESH! https://dealworks.ny.jpmorgan.com/dw/drl/objectId/0b0096158a88188f Q:\DMD_2017_PROJECTS\06 Jun 2017\0617_2363286\VERINT SYSTEMS INC. - Borgh 1 Color palette Object titles 0, 121, 223 0, 176, 240 0, 112, 192 0, 166, 188 105, 190, 40 253, 213, 48 217, 217, 217 220, 226, 230 54, 96, 146 Soft colors Object titles 211, 220, 244 211, 231, 250 211, 219, 235 211, 229, 234 218, 235, 212 254, 241, 212 243, 243, 243 244, 245, 247 213, 217, 225 Disclaimers 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 known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results to differ materially from those expressed in or implied by the 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, uncertainties, and assumptions could cause Verint’s actual results to differ materially from those indicated in its forward-looking statements, see Verint’s prior filings with the Securities and Exchange Commission. Non-GAAP Financial Measures This presentation includes financial measures which are not prepared in accordance with generally accepted accounting principles (“GAAP”), including certain constant currency measures. 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 appendices to this presentation, Verint’s earnings press releases, as well as the GAAP to non-GAAP reconciliation found under the Investor Relations tab on Verint’s website.

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 9 Delivering Actionable Intelligence Solutions for Customer Engagement and Cyber Intelligence Expansion of Addressable Market Note: Total Addressable Market based on Verint estimate $3 BILLION 2012 2016 $8 BILLION

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 10 Actionable Intelligence Platform – Strong Innovation • Over $1 billion R&D investment in last 10 years • ~1,400 R&D professionals • 800+ patents & applications Advanced Actionable Intelligence Platform ANALYSIS ENGINES ENGAGE AND ACT DATA PROCESSING DATA CAPTURE Operational Transactional Telecommunications Social Media Payload and Files Endpoint Network Web Data Cleansing Data Fusion Data Enrichment Unstructured to Structured Data Preparation Classification Correlation Anomaly Detector Identity Analyzer Predictive Forensics Pluggable Analyzers Dashboard Analysis Workbench Trending Case Management Workflow Management Collaboration Next Best Action Real-time Alert & Notification Pluggable Visualizations

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 12 • Leading provider of analytical software that can be deployed on-premises or in the cloud • Helps organizations optimize customer engagement, increase loyalty and maximize revenue, while generating operational efficiencies and mitigating risk • Deployed by contact centers, branch and back-office operations, customer experience and digital marketing teams Growth Trends Security and compliance Growing consumer expectations Technology disruption: cloud and automation Millennial employees Customer Engagement

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 13 Verint makes it easy for customer-centric organizations to modernize their customer engagement operations Customer Engagement Strategy Ability to Start Anywhere Extensive Partner Network Hybrid Cloud Deployment Models Broad, Innovative Portfolio

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 14 Demand for our solutions is being driven by organizations’ need for a holistic, automated, intelligent approach to customer engagement Customer Engagement Solutions Workforce Optimization Security and Compliance Engagement Channels Employee Engagement Voice of the Customer • Interaction Analytics (Speech/text/social) • Enterprise Feedback • Digital Feedback • Intelligent Recording • Analytics-Driven Quality • Coaching/Learning • Workforce Management • Work Allocation • Desktop and Process Analytics • Robotic Process Automation • Performance Management • Workforce Optimization • Knowledge Management • Employee Desktop • Case Management • Internal Communities • Gamification • Mobile Workforce Apps • Voice of the Employee • Web/Mobile Self- Service • Voice Self-Service • Customer Communities • Email/Secure Messaging • Web Chat • Co-Browse • Mobile Messaging • Social Engagement • Compliance Recording • Fraud and Identity Analytics • Trading Compliance • Branch Surveillance and Investigation • Public Safety Compliance

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 15 • Leading provider of security and intelligence data mining software • Used for predictive intelligence, complex investigations, security threat analysis, and to prevent crime and terrorism • Deployed by governments, critical infrastructure providers and enterprise customers Security threats becoming more complex Demand for data mining solutions built with domain expertise Shortage of qualified intelligence analysts Cyber Intelligence Growth Trends

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 16 Combine data mining software and domain expertise to create deep customer relationships Cyber Intelligence Strategy Deep Domain Expertise Government, Critical Infrastructure, Enterprise Flexible Deployment Models Broad Portfolio of Data Mining Solutions

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. 17 Broad portfolio of data mining solutions addresses a wide range of security and intelligence challenges Cyber Intelligence Solutions Cyber Security Network Intelligence Suite Situational Awareness Platform Intelligence Fusion Center (IFC) Web and Social Intelligence Threat Protection System (TPS) • Generates insights & intelligence by rapidly uncovering critical information from network traffic • Integrates multiple advanced detection engines and provides unified workflows, orchestration and automation for malware detection and remediation • Integrates data from multiple systems and sensors and provides a unified visualization layer and workflow to identify and mitigate risks, improve response times, increase operational effectiveness • Centralized data mining platform for creating insights, identifying potential threats, and generating predictive intelligence • Transforms large volumes of unstructured data into actionable insights to identify suspicious behavior and generate predictive intelligence National Security Law Enforcement Critical Infrastructure Enterprise Security Border Control

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. Note from PPS:  PLEASE, DO NOT REFRESH! https://dealworks.ny.jpmorgan.com/dw/drl/objectId/0b0096158a88188f Q:\DMD_2017_PROJECTS\06 Jun 2017\0617_2363286\VERINT SYSTEMS INC. - Borgh 22 Color palette Object titles 0, 121, 223 0, 176, 240 0, 112, 192 0, 166, 188 105, 190, 40 253, 213, 48 217, 217, 217 220, 226, 230 54, 96, 146 Soft colors Object titles 211, 220, 244 211, 231, 250 211, 219, 235 211, 229, 234 218, 235, 212 254, 241, 212 243, 243, 243 244, 245, 247 213, 217, 225 Segment Financials & Business Profile (FY17) Note: Financial data is non-GAAP unless otherwise noted. See appendices for GAAP reconciliation 1 As calculated under GAAP segment reporting guidelines. Segment contribution includes segment revenue and expenses incurred directly by the segment, including material costs, service costs, research and development and selling, marketing, and administrative expenses. We do not allocate certain expenses, which include the majority of general and administrative expenses, facilities and communication expenses, purchasing expenses, manufacturing support and logistic expenses, depreciation and amortization, amortization of capitalized software development costs, stock-based compensation, and special charges such as restructuring costs when calculating segment contribution. These expenses are included within unallocated expenses in our presentation of segment operating results. Revenue from transactions between our operating segments is not material. See appendices for reconciliation ($ in millions) Customer Engagement Cyber Intelligence Revenue $716 $357 Recurring • Approaching 60% (>$100 million of cloud revenue) • High level of repeat business Business Model • Mainly software deployed on- premises, cloud and hybrid • Gross margins above Verint average • Mainly software deployed as turnkey solutions, including third party software and hardware components • Gross margins below Verint average Key End Markets • Financial Services, Insurance, Telecom, Healthcare, Retail, the public sector as well as SMB Contact Centers • Government Agencies, Telecommunications, Law Enforcement, Critical Infrastructure, Mass Transit Segment Contribution1 38% 24% Est. Fully Allocated Non- GAAP Operating Margin 24% 10%

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. Note from PPS:  PLEASE, DO NOT REFRESH! https://dealworks.ny.jpmorgan.com/dw/drl/objectId/0b0096158a88188f Q:\DMD_2017_PROJECTS\06 Jun 2017\0617_2363286\VERINT SYSTEMS INC. - Borgh 24 Color palette Object titles 0, 121, 223 0, 176, 240 0, 112, 192 0, 166, 188 105, 190, 40 253, 213, 48 217, 217, 217 220, 226, 230 54, 96, 146 Soft colors Object titles 211, 220, 244 211, 231, 250 211, 219, 235 211, 229, 234 218, 235, 212 254, 241, 212 243, 243, 243 244, 245, 247 213, 217, 225 Historical Financial and Credit Summary $192 $205 $227 $283 $268 $233 $242 24% 24% 25% 24% 24% 22% 22% 2012A 2013A 2014A 2015A 2016A 2017A LTM Adj. EBITDA Margin Adjusted EBITDA Net Debt3 Net Debt3/ Adjusted EBITDA Free Cash Flow2 $90 $103 $156 $165 $127 $143 $143 2012A 2013A 2014A 2015A 2016A 2017A LTM ($ in millions) ($ in millions) 2.3x 1.7x 1.0x 1.6x 1.5x 2.1x 1.9x 2012A 2013A 2014A 2015A 2016A 2017A LTM $437 $344 $228 $453 $391 $490 $451 2012A 2013A 2014A 2015A 2016A 2017A LTM Note: LTM as of 4/30/2017. 1 Closed acquisition of KANA software on 2/3/2014 2 Free cash flow represents operating cash flows, less cash paid for property, equipment, and capitalized software development costs. We believe that free cash flow provides useful information to management and investors about the amount of cash generated by our business after investing in property, equipment, and capitalized software which may be used to, among other things, invest in future growth through new business development activities or acquisitions, service debt, and repurchase stock. Free cash flow should not be construed as a substitute for measuring operating results or liquidity, and it does not represent residual cash flows available for discretionary spending; See appendices for reconciliation 3 Net Debt is calculated as debt minus cash, short-term investments, and short-term restricted cash. See appendices for GAAP reconciliation ($ in millions) 1

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. Note from PPS:  PLEASE, DO NOT REFRESH! https://dealworks.ny.jpmorgan.com/dw/drl/objectId/0b0096158a88188f Q:\DMD_2017_PROJECTS\06 Jun 2017\0617_2363286\VERINT SYSTEMS INC. - Borgh 37 Color palette Object titles 0, 121, 223 0, 176, 240 0, 112, 192 0, 166, 188 105, 190, 40 253, 213, 48 217, 217, 217 220, 226, 230 54, 96, 146 Soft colors Object titles 211, 220, 244 211, 231, 250 211, 219, 235 211, 229, 234 218, 235, 212 254, 241, 212 243, 243, 243 244, 245, 247 213, 217, 225 GAAP to Non-GAAP Reconciliations ($ in millions, except share and per share data; shares in thousands) 2017A 1Q18 LTM Tax Provision Reconciliation GAAP provision (benefit) for income taxes $3 ($1) $2 GAAP effective income tax rate (12%) 4% (6%) Non-GAAP tax adjustments 13 5 15 Non-GAAP provision for income taxes $16 $4 $17 Non-GAAP effective income tax rate 9% 11% 9% Net Loss Attributable to Verint Systems Inc. Reconciliation GAAP net loss attributable to Verint Systems Inc. ($29) ($20) ($32) Total GAAP net loss adjustments 188 51 192 Non-GAAP net income attributable to Verint Systems Inc. $159 $31 $160 Net (Loss) Income Attributable to Verint Systems Inc. Common Shares GAAP net loss per common share attributable to Verint Systems Inc. ($0.47) ($0.32) ($0.51) Non-GAAP diluted net income per common share attributable to Verint Systems Inc. $2.51 $0.49 $2.54 GAAP weighted-average shares used in computing net loss per common share attributable to Verint Systems Inc. 62,593 62,485 62,8141 Additional weighted-average shares applicable to non-GAAP net income per common share attributable to Verint Systems Inc. 538 995 403 Non-GAAP diluted weighted-average shares used in computing net income per common share attributable to Verint Systems Inc. 63,131 63,480 63,2161 Note: Numbers may not foot due to rounding. LTM as of 4/30/2017 1 Calculated as simple average of the weighted –average shares for the trailing four quarters

© 2017 Verint Systems Inc. All Rights Reserved Worldwide. Note from PPS:  PLEASE, DO NOT REFRESH! https://dealworks.ny.jpmorgan.com/dw/drl/objectId/0b0096158a88188f Q:\DMD_2017_PROJECTS\06 Jun 2017\0617_2363286\VERINT SYSTEMS INC. - Borgh 39 Color palette Object titles 0, 121, 223 0, 176, 240 0, 112, 192 0, 166, 188 105, 190, 40 253, 213, 48 217, 217, 217 220, 226, 230 54, 96, 146 Soft colors Object titles 211, 220, 244 211, 231, 250 211, 219, 235 211, 229, 234 218, 235, 212 254, 241, 212 243, 243, 243 244, 245, 247 213, 217, 225 Estimated Non-GAAP Fully Allocated Operating Margins Note: Numbers may not foot due to rounding. LTM as of 4/30/2017 1 See footnote 16 to our Form 10-K for the year ended 1/31/2017; See footnote 14 to our Form 10-Q for the three months ended 4/30/2017 2 Represents our unallocated expenses (as disclosed in footnote 16 to our Form 10-K for the year ended 1/31/2017 and footnote 14 to our Form 10-Q for the three months ended 4/30/2017), less non-GAAP adjustments shown in the Reconciliation of GAAP to Non-GAAP Results in the previous slides, allocated proportionally to our revenue, which we believe provides a reasonable approximation for purposes of understanding the relative non-GAAP operating margins of our two businesses ($ in millions) 2017A 1Q18 LTM Customer Engagement Cyber Intelligence Con- solidated Customer Engagement Cyber Intelligence Con- solidated Customer Engagement Cyber Intelligence Con- solidated Non-GAAP segment revenue $716 $357 $1,073 $175 $91 $266 $718 $371 $1,089 Segment contribution1 269 86 355 59 20 80 270 91 361 Estimated allocation of unallocated expenses2 100 50 150 24 13 37 98 51 149 Estimated non- GAAP operating income $169 $36 $205 $35 $8 $43 $172 $41 $213 Estimated non-GAAP fully allocated operating margin 24% 10% 19% 20% 8% 16% 24% 11% 20%