Document
false0001166388 0001166388 2019-09-04 2019-09-04


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
September 4, 2019
Date of Report (Date of earliest event reported)
 
_________________________ 
Verint Systems Inc
(Exact name of registrant as specified in its charter)
 
_________________________  
Delaware
001-34807
11-3200514
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

175 Broadhollow Road
Melville,
New York
11747

(Address of principal executive offices, and zip code)
(631)
962-9600

(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.001
par value per share
VRNT
The NASDAQ Stock Market, LLC
 
 
(NASDAQ Global Select Market)
_________________________

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 2.02 Results of Operations and Financial Condition.
 
On September 4, 2019, Verint Systems Inc. (the "Company") issued a press release providing selected financial information for the three and six months ended July 31, 2019, and its outlook. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 2.02 in its entirety.

 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
 
 
Number
 
Description
 
 
 
 
 
 
 









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:
September 4, 2019
 
 
 
 
 
 
 
 
By:
  /s/ Douglas E. Robinson
 
 
 
Name:
Douglas E. Robinson
 
 
 
Title:
Chief Financial Officer









EXHIBIT INDEX
 
Exhibit
 
 
Number
 
Description
 
 
 
 



Exhibit
Exhibit 99.1

https://cdn.kscope.io/70fa5e156907f26e423fb800d8fee9f5-verintlogobluehighresa08.jpg
Press Release


Contact:
Investor Relations
Alan Roden
Verint Systems Inc.
(631) 962-9304
alan.roden@verint.com

Verint Announces Q2 FY2020 Results with Strong Cloud Growth


MELVILLE, N.Y., September 4, 2019 - Verint® Systems Inc. (NASDAQ: VRNT), a global Actionable Intelligence® leader, today announced results for the three and six months ended July 31, 2019 (FY2020).

“We are pleased with our second quarter and first half results which reflect our strong innovation and market leadership. In Customer Engagement, we continue to execute well on our Cloud First initiative with strong cloud revenue growth and large enterprise wins. In Cyber Intelligence, our strategic initiative to unbundle and productize our data mining software is tracking well ahead of plan and resulted in significant gross margin expansion. Overall, we continue to accelerate innovation and evolve our business models which we believe is resonating well with our customers and large partner network,” said Dan Bodner, CEO.

FY2020 Financial Highlights (Three and Six Months Ended July 31, 2019, Compared to Three and Six Months Ended July 31, 2018)

 
Three Months Ended July 31, 2019
Six Months Ended July 31, 2019
 
GAAP
Non-GAAP
GAAP
Non-GAAP
Revenue
$324 million
$331 million
$640 million
$655 million
y-o-y change
+5.9%
+7.4%
+7.4%
+9.2%
Revenue (Constant Currency)
$328 million
$335 million
$649 million
$664 million
y-o-y change
+7.1%
+8.6%
+9.0%
+10.6%
Gross Margin
64.1%
67.5%
63.9%
67.4%
y-o-y change
+110bps
+160bps
+210bps
+250bps
Operating Income
$15 million
$66 million
$30 million
$128 million
y-o-y change
-47.7%
+4.0%
-19.6%
+17.0%
Operating Margin
4.7%
19.9%
4.7%
19.6%
y-o-y change
-480bps
-70bps
-150bps
+140bps
Diluted EPS
$0.16
$0.82
$0.18
$1.55
y-o-y change
-51.5%
+8.0%
-40.0%
+20.3%


FY2020 First Half Highlights

Customer Engagement
Revenue growth of 8.1% on a GAAP basis and 12.2% on a non-GAAP constant currency basis
“Cloud First” strategy progressing well



    

Strong cloud revenue growth on a GAAP basis of 37% and on a non-GAAP basis of 49%
Strong new SaaS ACV growth of 84%
11 cloud orders over $1 million Total Contract Value (TCV) versus 4 in the prior year first half
Automation innovation helping customers achieve elevated customer experience while reducing their operating costs

Cyber Intelligence
Revenue growth of 6.1% on a GAAP basis and 7.5% on a non-GAAP constant currency basis
While accelerating our planned reduction of low margin pass-through hardware revenue
Software model strategy ahead of plan
Gross margins (estimated fully allocated) up more than 600bps
Continuing to win large orders reflecting customer need for advanced data mining solutions
Added approximately 50 new customers in the first half


Financial Outlook for FY2020 (Year Ending January 31, 2020)

Our non-GAAP outlook for revenue and EPS for the year ending January 31, 2020 is as follows:
Revenue: $1.375 billion with a range of +/- 2%
Reflects 10.5% year-over-year growth
EPS: $3.65 at the midpoint of our revenue guidance
Reflects 14% year-over-year growth

Our non-GAAP outlook for the year ending January 31, 2020 excludes the following GAAP measures which we are able to quantify with reasonable certainty:

Amortization of intangible assets of approximately $55 million.
Amortization of discount on convertible notes of approximately $12 million.

Our non-GAAP outlook for the year ending January 31, 2020 excludes the following GAAP measures for which we are able to provide a range of probable significance:

Revenue adjustments are expected to be between approximately $26 million and $28 million.
Stock-based compensation is expected to be between approximately $75 million and $79 million, assuming market prices for our common stock approximately consistent with current levels.

Our non-GAAP outlook does not include the potential impact of any in-process business acquisitions that may close after the date hereof, and, unless otherwise specified, reflects foreign currency exchange rates approximately consistent with current rates.

We are unable, without unreasonable efforts, to provide a reconciliation for other GAAP measures which are excluded from our non-GAAP outlook, including the impact of future business acquisitions or acquisition expenses, future restructuring expenses, and non-GAAP income tax adjustments due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. While historical results may not be indicative of future results, actual amounts for the three and six months ended July 31, 2019 and 2018 for the GAAP measures excluded from our non-GAAP outlook appear in Table 3 to this press release.


Conference Call Information

We will conduct a conference call today at 4:30 p.m. ET to discuss our results for the three and six months ended July 31, 2019 and outlook. An online, real-time webcast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 1-844-309-0615 (United States and Canada) and 1-661-378-9462 (international) and the passcode is 3464357. Please dial in 5-10 minutes prior to the scheduled start time.




    

About Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of non-GAAP financial measures presented for completed periods to the most directly comparable financial measures prepared in accordance with GAAP, please see the tables below as well as "Supplemental Information About Non-GAAP Financial Measures" at the end of this press release.

About Verint Systems Inc.
Verint® (Nasdaq: VRNT) is a global leader in Actionable Intelligence® solutions with a focus on customer engagement optimization and cyber intelligence. Today, over 10,000 organizations in more than 180 countries—including over 85 percent of the Fortune 100—count on intelligence from Verint solutions to make more informed, effective and timely decisions. Learn more about how we’re creating A Smarter World with Actionable Intelligence® at www.verint.com.

Cautions About Forward-Looking Statements
This press release 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 or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause our actual results or conditions to differ materially from current expectations include, among others: uncertainties regarding the impact of general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business; risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards, to adapt to changing market potential from area to area within our markets, and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer needs, while simultaneously preserving our legacy businesses and migrating away from areas of commoditization; risks due to aggressive competition in all of our markets, including with respect to maintaining revenues, margins, and sufficient levels of investment in our business and operations; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments; risks relating to our ability to properly manage investments in our business and operations, execute on growth initiatives, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators and risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers (“OEMs”) for certain components, products, or services, including companies that may compete with us or work with our competitors; risks associated with the mishandling or perceived mishandling of sensitive or confidential information, including information that may belong to our customers or other third parties, and with security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions; risks that our products or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks; risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas; risks associated with political factors related to our business or operations, including reputational risks associated with our security solutions and our ability to maintain security clearances where required, as well as risks associated with a significant amount of our business coming from domestic and foreign government customers; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate, including, among others, with respect to trade compliance, anti-corruption, information security, data privacy and protection, tax, labor, government contracts, relating to our own operations as well as to the use of our solutions by our customers; challenges associated with selling sophisticated solutions, including with respect to assisting customers in understanding and realizing the benefits of our solutions, and developing, offering, implementing, and maintaining a broad and sophisticated solution portfolio; challenges associated with pursuing larger sales opportunities, including with respect to longer



    

sales cycles, transaction reductions, deferrals, or cancellations during the sales cycle, risk of customer concentration, our ability to accurately forecast when a sales opportunity will convert to an order, or to forecast revenue and expenses, and increased volatility of our operating results from period to period; risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use; risks that our customers delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings; risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. (“CTI”), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of the successor to CTI's business operations, Mavenir, Inc., being unwilling or unable to provide us with certain indemnities to which we are entitled; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel, and our ability to successfully implement and maintain enhancements to the foregoing, for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits; and risks associated with market volatility in the prices of our common stock and convertible notes based on our performance, third-party publications or speculation, or other factors and risks associated with actions of activist stockholders. We assume no obligation to revise or update any forward-looking statement, except as otherwise required by law. For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, our Quarterly Report on Form 10-Q for the quarter ended July 31, 2019, when filed, and other filings we make with the SEC.

VERINT, ACTIONABLE INTELLIGENCE, THE CUSTOMER ENGAGEMENT COMPANY, NEXT IT, FORESEE, OPINIONLAB, KIRAN ANALYTICS, TRANSVERSAL, TERROGENCE, SENSECY, CUSTOMER ENGAGEMENT SOLUTIONS, CYBER INTELLIGENCE SOLUTIONS, GI2, GITA, FIRSTMILE, OMNIX, WEBINT, LUMINAR, EDGEVR, RELIANT, VANTAGE, STAR-GATE, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners.



    

Table 1
VERINT SYSTEMS INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)


 
 
Three Months Ended
July 31,
 
Six Months Ended
July 31,
(in thousands, except per share data)
 
2019
 
2018
 
2019
 
2018
Revenue:
 
 

 
 

 
 
 
 
Product
 
$
109,983

 
$
110,042

 
$
214,207

 
$
215,906

Service and support
 
214,322

 
196,285

 
425,357

 
379,628

  Total revenue
 
324,305

 
306,327

 
639,564

 
595,534

Cost of revenue:
 
 

 
 

 
 
 
 
Product
 
29,424

 
32,984

 
57,544

 
67,793

Service and support
 
81,430

 
74,803

 
160,791

 
146,660

Amortization of acquired technology
 
5,587

 
5,520

 
12,294

 
12,946

  Total cost of revenue
 
116,441

 
113,307

 
230,629

 
227,399

Gross profit
 
207,864

 
193,020

 
408,935

 
368,135

Operating expenses:
 
 

 
 

 
 
 
 
Research and development, net
 
58,685

 
52,254

 
115,854

 
104,406

Selling, general and administrative
 
126,265

 
104,083

 
247,986

 
211,580

Amortization of other acquired intangible assets
 
7,639

 
7,452

 
15,352

 
15,136

  Total operating expenses
 
192,589

 
163,789

 
379,192

 
331,122

Operating income
 
15,275

 
29,231

 
29,743

 
37,013

Other income (expense), net:
 
 

 
 

 
 
 
 
Interest income
 
1,687

 
1,134

 
3,113

 
1,927

Interest expense
 
(10,107
)
 
(9,922
)
 
(20,041
)
 
(18,984
)
Other income (expense), net
 
909

 
(1,241
)
 
119

 
(1,705
)
  Total other expense, net
 
(7,511
)
 
(10,029
)
 
(16,809
)
 
(18,762
)
Income before benefit from income taxes
 
7,764

 
19,202

 
12,934

 
18,251

Benefit from income taxes
 
(4,507
)
 
(3,722
)
 
(3,098
)
 
(3,448
)
Net income
 
12,271

 
22,924

 
16,032

 
21,699

Net income attributable to noncontrolling interests
 
1,713

 
944

 
3,898

 
1,934

Net income attributable to Verint Systems Inc.
 
$
10,558

 
$
21,980

 
$
12,134

 
$
19,765

 
 
 
 
 
 
 
 
 
Net income per common share attributable to Verint Systems Inc.:
 
 

 
 

 
 
 
 
Basic
 
$
0.16

 
$
0.34

 
$
0.18

 
$
0.31

Diluted
 
$
0.16

 
$
0.33

 
$
0.18

 
$
0.30

 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
66,272

 
64,694

 
65,870

 
64,314

Diluted
 
67,519

 
65,840

 
67,338

 
65,509





    

Table 2
VERINT SYSTEMS INC. AND SUBSIDIARIES
Segment Revenue
(Unaudited)
 
 
 
Three Months Ended
July 31,
 
Six Months Ended
July 31,
 (in thousands)
 
2019
 
2018
 
2019
 
2018
GAAP Revenue By Segment:
 
 
 
 
 
 
 
 
Customer Engagement
 
$
211,436

 
$
200,807

 
$
418,531

 
$
387,263

Cyber Intelligence
 
112,869

 
105,520

 
221,033

 
208,271

GAAP Total Revenue
 
$
324,305

 
$
306,327

 
$
639,564

 
$
595,534

 
 
 
 
 
 
 
 
 
Revenue Adjustments:
 
 
 
 
 
 
 
 
Customer Engagement
 
$
6,988

 
$
2,126

 
$
15,760

 
$
4,845

Cyber Intelligence
 
24

 
25

 
151

 
69

Total Revenue Adjustments
 
$
7,012

 
$
2,151

 
$
15,911

 
$
4,914

 
 
 
 
 
 
 
 
 
Non-GAAP Revenue By Segment:
 
 
 
 
 
 
 
 
Customer Engagement
 
$
218,424

 
$
202,933

 
$
434,291

 
$
392,108

Cyber Intelligence
 
112,893

 
105,545

 
221,184

 
208,340

Non-GAAP Total Revenue
 
$
331,317

 
$
308,478

 
$
655,475

 
$
600,448





    

Table 3
VERINT SYSTEMS INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Measures
(Unaudited)

 
 
Three Months Ended
July 31,
 
Six Months Ended
July 31,
 (in thousands, except per share data)
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Gross Profit to Non-GAAP Gross Profit
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
207,864

 
$
193,020

 
$
408,935

 
$
368,135

   GAAP gross margin
 
64.1
 %
 
63.0
 %
 
63.9
 %
 
61.8
 %
Revenue adjustments
 
7,012

 
2,151

 
15,911

 
4,914

Amortization of acquired technology
 
5,587

 
5,520

 
12,294

 
12,946

Stock-based compensation expenses
 
2,034

 
1,945

 
3,438

 
2,791

Acquisition expenses, net
 
5

 
(38
)
 
20

 
(21
)
Restructuring expenses
 
1,055

 
717

 
1,504

 
1,080

Non-GAAP gross profit
 
$
223,557

 
$
203,315

 
$
442,102

 
$
389,845

   Non-GAAP gross margin
 
67.5
 %
 
65.9
 %
 
67.4
 %
 
64.9
 %
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Operating Income to Non-GAAP Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP operating income
 
$
15,275

 
$
29,231

 
$
29,743

 
$
37,013

   As a percentage of GAAP revenue
 
4.7
 %
 
9.5
 %
 
4.7
 %
 
6.2
 %
Revenue adjustments
 
7,012

 
2,151

 
15,911

 
4,914

Amortization of acquired technology
 
5,587

 
5,520

 
12,294

 
12,946

Amortization of other acquired intangible assets
 
7,639

 
7,452

 
15,352

 
15,136

Stock-based compensation expenses
 
20,551

 
17,455

 
37,654

 
33,914

Acquisition expenses, net
 
2,508

 
72

 
6,376

 
2,387

Restructuring expenses
 
1,639

 
906

 
3,076

 
1,997

Other adjustments
 
5,732

 
625

 
7,791

 
1,220

Non-GAAP operating income
 
$
65,943

 
$
63,412

 
$
128,197

 
$
109,527

   As a percentage of non-GAAP revenue
 
19.9
 %
 
20.6
 %
 
19.6
 %
 
18.2
 %
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Other Expense, Net to Non-GAAP Other Expense, Net
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP other expense, net
 
$
(7,511
)
 
$
(10,029
)
 
$
(16,809
)
 
$
(18,762
)
Unrealized losses (gains) on derivatives, net
 
639

 
416

 
1,318

 
(127
)
Amortization of convertible note discount
 
3,102

 
2,943

 
6,163

 
5,848

Acquisition expenses, net
 
(23
)
 
303

 
(57
)
 
331

Non-GAAP other expense, net(1)
 
$
(3,793
)
 
$
(6,367
)
 
$
(9,385
)
 
$
(12,710
)
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Benefit from Income Taxes to Non-GAAP Provision for Income Taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP benefit from income taxes
 
$
(4,507
)
 
$
(3,722
)
 
$
(3,098
)
 
$
(3,448
)
   GAAP effective income tax rate
 
(58.0
)%
 
(19.4
)%
 
(24.0
)%
 
(18.9
)%
Non-GAAP tax adjustments
 
9,462

 
9,737

 
13,463

 
13,719

Non-GAAP provision for income taxes
 
$
4,955

 
$
6,015

 
$
10,365

 
$
10,271

   Non-GAAP effective income tax rate
 
8.0
 %
 
10.5
 %
 
8.7
 %
 
10.6
 %
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Net Income Attributable to Verint Systems Inc. to Non-GAAP Net Income Attributable to Verint Systems Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income attributable to Verint Systems Inc.
 
$
10,558

 
$
21,980

 
$
12,134

 
$
19,765




    

Revenue adjustments
 
7,012

 
2,151

 
15,911

 
4,914

Amortization of acquired technology
 
5,587

 
5,520

 
12,294

 
12,946

Amortization of other acquired intangible assets
 
7,639

 
7,452

 
15,352

 
15,136

Stock-based compensation expenses
 
20,551

 
17,455

 
37,654

 
33,914

Unrealized losses (gains) on derivatives, net
 
639

 
416

 
1,318

 
(127
)
Amortization of convertible note discount
 
3,102

 
2,943

 
6,163

 
5,848

Acquisition expenses, net
 
2,485

 
375

 
6,319

 
2,718

Restructuring expenses
 
1,639

 
906

 
3,076

 
1,997

Other adjustments
 
5,732

 
625

 
7,791

 
1,220

Non-GAAP tax adjustments
 
(9,462
)
 
(9,737
)
 
(13,463
)
 
(13,719
)
Total GAAP net income adjustments
 
44,924

 
28,106

 
92,415

 
64,847

Non-GAAP net income attributable to Verint Systems Inc.
 
$
55,482

 
$
50,086

 
$
104,549

 
$
84,612

 
 
 
 
 
 
 
 
 
Table Comparing GAAP Diluted Net Income Per Common Share Attributable to Verint Systems Inc. to Non-GAAP Diluted Net Income Per Common Share Attributable to Verint Systems Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP diluted net income per common share attributable to Verint Systems Inc.
 
$
0.16

 
$
0.33

 
$
0.18

 
$
0.30

Non-GAAP diluted net income per common share attributable to Verint Systems Inc.
 
$
0.82

 
$
0.76

 
$
1.55

 
$
1.29

 
 
 
 
 
 
 
 
 
GAAP weighted-average shares used in computing diluted net income per common share attributable to Verint Systems Inc.
 
67,519

 
65,840

 
67,338

 
65,509

Additional weighted-average shares applicable to non-GAAP diluted net income per common share attributable to Verint Systems Inc.
 

 

 

 

Non-GAAP diluted weighted-average shares used in computing net income per common share attributable to Verint Systems Inc.
 
67,519

 
65,840

 
67,338

 
65,509

 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Net Income Attributable to Verint Systems Inc. to Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income attributable to Verint Systems Inc.
 
$
10,558

 
$
21,980

 
$
12,134

 
$
19,765

   As a percentage of GAAP revenue
 
3.3
 %
 
7.2
 %
 
1.9
 %
 
3.3
 %
Net income attributable to noncontrolling interest
 
1,713

 
944

 
3,898

 
1,934

Benefit from income taxes
 
(4,507
)
 
(3,722
)
 
(3,098
)
 
(3,448
)
Other expense, net
 
7,511

 
10,029

 
16,809

 
18,762

Depreciation and amortization(2)
 
21,117

 
20,302

 
43,410

 
43,612

Revenue adjustments
 
7,012

 
2,151

 
15,911

 
4,914

Stock-based compensation expenses
 
20,551

 
17,455

 
37,654

 
33,914

Acquisition expenses, net
 
2,508

 
72

 
6,376

 
2,387

Restructuring expenses
 
1,640

 
906

 
3,077

 
1,996

Other adjustments
 
5,732

 
625

 
7,791

 
1,220

Adjusted EBITDA
 
$
73,835

 
$
70,742

 
$
143,962

 
$
125,056

   As a percentage of non-GAAP revenue
 
22.3
 %
 
22.9
 %
 
22.0
 %
 
20.8
 %
 
 
 
 
 
 
 
 
 
Table of Reconciliation from Gross Debt to Net Debt
 
 
 
 
July 31,
 2019
 
January 31,
 2019
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
 
 
 
 
$
4,263

 
$
4,343

Long-term debt
 
 
 
 
 
782,589

 
777,785

Unamortized debt discounts and issuance costs
 
 
 
 
 
29,661

 
36,589

Gross debt
 
 
 

 
816,513

 
818,717

Less:
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
388,546

 
369,975




    

Restricted cash and cash equivalents, and restricted bank time deposits
 
 
 
 
 
24,239

 
42,262

Short-term investments
 
 
 
 
 
25,590

 
32,329

Net debt, excluding long-term restricted cash, cash equivalents, bank time deposits, and investments
 

 

 
378,138

 
374,151

Long-term restricted cash, cash equivalents, bank time deposits and investments
 

 
 
 
27,257

 
23,193

Net debt, including long-term restricted cash, cash equivalents, bank time deposits, and investments
 

 

 
$
350,881

 
$
350,958

 
 
 
 
 
 
 
 
 
 (1) For the three months ended July 31, 2019, non-GAAP other expense, net of $3.8 million was comprised of $5.4 million of interest and other expense, net of $1.6 million of foreign exchange gains primarily related to balance sheet translations.
 
 
 
 
 
 
 
 
 
 (2) Adjusted for financing fee amortization.



    

Table 4
VERINT SYSTEMS INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
 
 
July 31,
 
January 31,
(in thousands, except share and per share data)
 
2019
 
2019
Assets
 
 

 
 

Current Assets:
 
 

 
 

Cash and cash equivalents
 
$
388,546

 
$
369,975

Restricted cash and cash equivalents, and restricted bank time deposits
 
24,239

 
42,262

Short-term investments
 
25,590

 
32,329

Accounts receivable, net of allowance for doubtful accounts of $5.5 million and $3.8 million, respectively
 
349,161

 
375,663

Contract assets
 
55,239

 
63,389

Inventories
 
28,459

 
24,952

Prepaid expenses and other current assets
 
89,556

 
97,776

  Total current assets
 
960,790

 
1,006,346

Property and equipment, net
 
106,393

 
100,134

Operating lease right-of-use assets
 
100,924

 

Goodwill
 
1,430,082

 
1,417,481

Intangible assets, net
 
215,332

 
225,183

Other assets
 
118,185

 
117,883

  Total assets
 
$
2,931,706

 
$
2,867,027

 
 
 
 
 
Liabilities and Stockholders' Equity
 
 

 
 

Current Liabilities:
 
 

 
 

Accounts payable
 
$
73,021

 
$
71,621

Accrued expenses and other current liabilities
 
218,533

 
212,824

Contract liabilities
 
347,226

 
377,376

  Total current liabilities
 
638,780

 
661,821

Long-term debt
 
782,589

 
777,785

Long-term contract liabilities
 
34,967

 
30,094

Operating lease liabilities
 
93,137

 

Other liabilities
 
94,255

 
136,523

  Total liabilities
 
1,643,728

 
1,606,223

Commitments and Contingencies
 
 
 
 
Stockholders' Equity:
 
 

 
 

Preferred stock - $0.001 par value; authorized 2,207,000 shares at July 31, 2019 and January 31, 2019, respectively; none issued.
 

 

Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 68,444,000 and 66,998,000 shares; outstanding 66,771,000 and 65,333,000 shares at July 31, 2019 and January 31, 2019, respectively.
 
68

 
67

Additional paid-in capital
 
1,628,665

 
1,586,266

Treasury stock, at cost - 1,673,000 and 1,665,000 shares at July 31, 2019 and January 31, 2019, respectively.
 
(58,072
)
 
(57,598
)
Accumulated deficit
 
(122,140
)
 
(134,274
)
Accumulated other comprehensive loss
 
(175,197
)
 
(145,225
)
Total Verint Systems Inc. stockholders' equity
 
1,273,324

 
1,249,236

Noncontrolling interests
 
14,654

 
11,568

  Total stockholders' equity
 
1,287,978

 
1,260,804

  Total liabilities and stockholders' equity
 
$
2,931,706

 
$
2,867,027





    

Table 5
VERINT SYSTEMS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
 
 
Six Months Ended
July 31,
(in thousands) 
 
2019
 
2018
Cash flows from operating activities:
 
 

 
 

Net income
 
$
16,032

 
$
21,699

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
44,766

 
44,935

Stock-based compensation, excluding cash-settled awards
 
37,605

 
33,871

Amortization of discount on convertible notes
 
6,163

 
5,848

Non-cash gains on derivative financial instruments, net
 
(728
)
 
(2,709
)
Other non-cash items, net
 
3,305

 
(2,606
)
Changes in operating assets and liabilities, net of effects of business combinations:
 
 

 
 

Accounts receivable
 
23,439

 
45,515

Contract assets
 
7,884

 
(12,217
)
Inventories
 
(4,436
)
 
175

Prepaid expenses and other assets
 
8,169

 
(2,984
)
Accounts payable and accrued expenses
 
(8,291
)
 
(14,736
)
Contract liabilities
 
(24,460
)
 
(5,695
)
Other, net
 
(11,169
)
 
(6,943
)
Net cash provided by operating activities
 
98,279

 
104,153

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Cash paid for business combinations, including adjustments, net of cash acquired
 
(49,258
)
 
(27,442
)
Purchases of property and equipment
 
(17,718
)
 
(17,897
)
Purchases of investments
 
(20,101
)
 
(9,261
)
Maturities and sales of investments
 
23,836

 
7,152

Cash paid for capitalized software development costs
 
(6,581
)
 
(2,902
)
Change in restricted bank time deposits, and other investing activities, net
 
3,807

 
(22,079
)
Net cash used in investing activities
 
(66,015
)
 
(72,429
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Repayments of borrowings and other financing obligations
 
(3,194
)
 
(2,728
)
Payments of debt-related costs
 
(212
)
 
(206
)
Purchases of treasury stock
 
(474
)
 
(173
)
Dividends or distributions paid to noncontrolling interests
 
(655
)
 
(760
)
Payments of deferred purchase price and contingent consideration for business combinations (financing portion)
 
(22,601
)
 
(9,351
)
Other financing activities, net
 

 
(433
)
Net cash used in financing activities
 
(27,136
)
 
(13,651
)
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents
 
(1,890
)
 
(3,578
)
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents
 
3,238

 
14,495

Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period
 
412,699

 
398,210

Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period
 
$
415,937

 
$
412,705

 
 
 
 
 
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period to the condensed consolidated balance sheets:
 
 
 
 
Cash and cash equivalents
 
$
388,546

 
$
375,077

Restricted cash and cash equivalents included in restricted cash and cash equivalents, and restricted bank time deposits
 
23,702

 
35,476

Restricted cash and cash equivalents included in other assets
 
3,689

 
2,152

Total cash, cash equivalents, restricted cash, and restricted cash equivalents
 
$
415,937

 
$
412,705





    

Table 6
VERINT SYSTEMS INC. AND SUBSIDIARIES
Calculation of Change in Revenue on a Constant Currency Basis
(Unaudited)




 
 

GAAP Revenue
 

Non-GAAP Revenue
(in thousands, except percentages)
 
Three Months
 Ended
Six Months
 Ended
 
Three Months
 Ended
Six Months
 Ended
Total Revenue
 
 
 
 
 
 
Revenue for the three and six months ended July 31, 2018
 
$
306,327

$
595,534

 
$
308,478

$
600,448

Revenue for the three and six months ended July 31, 2019
 
$
324,305

$
639,564

 
$
331,317

$
655,475

Revenue for the three and six months ended July 31, 2019 at constant currency(1)
 
$
328,000

$
649,000

 
$
335,000

$
664,000

Reported period-over-period revenue growth
 
5.9
%
7.4
%
 
7.4
%
9.2
%
% impact from change in foreign currency exchange rates
 
1.2
%
1.6
%
 
1.2
%
1.4
%
Constant currency period-over-period revenue growth
 
7.1
%
9.0
%
 
8.6
%
10.6
%
 
 
 
 
 
 
 
Customer Engagement
 
 
 
 
 
 
Revenue for the three and six months ended July 31, 2018
 
$
200,807

$
387,263

 
$
202,933

$
392,108

Revenue for the three and six months ended July 31, 2019
 
$
211,436

$
418,531

 
$
218,424

$
434,291

Revenue for the three and six months ended July 31, 2019 at constant currency(1)
 
$
214,000

$
425,000

 
$
221,000

$
440,000

Reported period-over-period revenue growth
 
5.3
%
8.1
%
 
7.6
%
10.8
%
% impact from change in foreign currency exchange rates
 
1.3
%
1.6
%
 
1.3
%
1.4
%
Constant currency period-over-period revenue growth
 
6.6
%
9.7
%
 
8.9
%
12.2
%
 
 
 
 
 
 
 
Cyber Intelligence
 
 
 
 
 
 
Revenue for the three and six months ended July 31, 2018
 
$
105,520

$
208,271

 
$
105,545

$
208,340

Revenue for the three and six months ended July 31, 2019
 
$
112,869

$
221,033

 
$
112,893

$
221,184

Revenue for the three and six months ended July 31, 2019 at constant currency(1)
 
$
114,000

$
224,000

 
$
114,000

$
224,000

Reported period-over-period revenue growth
 
7.0
%
6.1
%
 
7.0
%
6.2
%
% impact from change in foreign currency exchange rates
 
1.0
%
1.5
%
 
1.0
%
1.3
%
Constant currency period-over-period revenue growth
 
8.0
%
7.6
%
 
8.0
%
7.5
%


(1) Revenue for the three and six months ended July 31, 2019 at constant currency is calculated by translating current-period GAAP or non-GAAP foreign currency revenue (as applicable) into U.S. dollars using average foreign currency exchange rates for the three and six months ended July 31, 2018 rather than actual current-period foreign currency exchange rates.


For further information see "Supplemental Information About Constant Currency" at the end of this press release.







    

Table 7
VERINT SYSTEMS INC. AND SUBSIDIARIES
GAAP to Non-GAAP Customer Engagement Cloud Revenue, Recurring Revenue,
and Nonrecurring Revenue
(Unaudited)

 
 
Three Months Ended
July 31,
 
Six Months Ended
July 31,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Table of Reconciliation from GAAP Cloud Revenue to Non-GAAP Cloud Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer Engagement
 
 
 
 
 
 
 
 
Cloud revenue - GAAP
 
$
47,813

 
$
36,658

 
$
94,898

 
$
69,463

Estimated revenue adjustments
 
6,918

 
2,056

 
15,562

 
4,573

Cloud revenue - non-GAAP
 
$
54,731

 
$
38,714

 
$
110,460

 
$
74,036

 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Recurring Revenue to Non-GAAP Recurring Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer Engagement
 
 
 
 
 
 
 
 
Recurring revenue - GAAP
 
$
129,332

 
$
117,759

 
$
252,690

 
$
225,589

   As a percentage of GAAP revenue
 
61.2
%
 
58.6
%
 
60.4
%
 
58.3
%
Estimated revenue adjustments
 
6,988

 
2,126

 
15,760

 
4,845

Recurring revenue - non-GAAP
 
$
136,320

 
$
119,885

 
$
268,450

 
$
230,434

   As a percentage of non-GAAP revenue
 
62.4
%
 
59.1
%
 
61.8
%
 
58.8
%
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Nonrecurring Revenue to Non-GAAP Nonrecurring Revenue
 
 
 
 
 
 
 
 


 
 
 
 
Customer Engagement
 
 
 
 
 
 
 
 
Nonrecurring revenue - GAAP & non-GAAP
 
$
82,104

 
$
83,048

 
$
165,841

 
$
161,674




 





    

Table 8
VERINT SYSTEMS INC. AND SUBSIDIARIES
Estimated GAAP and Non-GAAP Fully Allocated Gross Margins
(Unaudited)

 
 
Three Months Ended
July 31,
 
 
2019
 
2018
(in thousands)
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
GAAP product revenue
 
$
54,468

 
$
55,515

 
$
109,983

 
$
55,528

 
$
54,514

 
$
110,042

GAAP service revenue
 
156,968

 
57,354

 
214,322

 
145,279

 
51,006

 
196,285

Total GAAP revenue
 
211,436

 
112,869

 
324,305

 
200,807

 
105,520

 
306,327

 
 
 
 
 
 
 
 
 
 
 
 
 
Products costs
 
8,852

 
18,649

 
27,501

 
8,523

 
23,373

 
31,896

Service expenses
 
57,165

 
18,560

 
75,725

 
52,989

 
17,604

 
70,593

Amortization of acquired technology
 
5,224

 
363

 
5,587

 
4,104

 
1,416

 
5,520

Stock-based compensation expenses (1)
 
1,570

 
464

 
2,034

 
1,574

 
371

 
1,945

Shared support expenses allocation (2)
 
3,647

 
1,947

 
5,594

 
2,199

 
1,154

 
3,353

Total GAAP cost of revenue
 
76,458

 
39,983

 
116,441

 
69,389

 
43,918

 
113,307

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
134,978

 
$
72,886

 
$
207,864

 
$
131,418

 
$
61,602

 
$
193,020

    GAAP gross margin
 
63.8
%
 
64.6
%
 
64.1
%
 
65.4
%
 
58.4
%
 
63.0
%
Revenue adjustments
 
6,988

 
24

 
7,012

 
2,126

 
25

 
2,151

Amortization of acquired technology
 
5,224

 
363

 
5,587

 
4,104

 
1,416

 
5,520

Stock-based compensation expenses (1)
 
1,570

 
464

 
2,034

 
1,574

 
371

 
1,945

Acquisition expenses, net (3)
 
3

 
2

 
5

 
(25
)
 
(13
)
 
(38
)
Restructuring expenses (3)
 
688

 
367

 
1,055

 
470

 
247

 
717

Non-GAAP gross profit
 
$
149,451

 
$
74,106

 
$
223,557

 
$
139,667

 
$
63,648

 
$
203,315

    Non-GAAP gross margin
 
68.4
%
 
65.6
%
 
67.5
%
 
68.8
%
 
60.3
%
 
65.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
July 31,
 
 
2019
 
2018
(in thousands)
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
GAAP product revenue
 
$
108,470

 
$
105,737

 
$
214,207

 
$
103,892

 
$
112,014

 
$
215,906

GAAP service revenue
 
310,061

 
115,296

 
425,357

 
283,371

 
96,257

 
379,628

Total GAAP revenue
 
418,531

 
221,033

 
639,564

 
387,263

 
208,271

 
595,534

 
 
 
 
 
 
 
 
 
 
 
 
 
Products costs
 
17,314

 
36,499

 
53,813

 
17,322

 
48,385

 
65,707

Service expenses
 
114,688

 
37,074

 
151,762

 
104,510

 
34,291

 
138,801

Amortization of acquired technology
 
10,612

 
1,682

 
12,294

 
8,369

 
4,577

 
12,946

Stock-based compensation expenses (1)
 
2,654

 
784

 
3,438

 
2,258

 
533

 
2,791

Shared support expenses allocation (2)
 
6,078

 
3,244

 
9,322

 
4,693

 
2,461

 
7,154

Total GAAP cost of revenue
 
151,346

 
79,283

 
230,629

 
137,152

 
90,247

 
227,399

 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
267,185

 
$
141,750

 
$
408,935

 
$
250,111

 
$
118,024

 
$
368,135

    GAAP gross margin
 
63.8
%
 
64.1
%
 
63.9
%
 
64.6
%
 
56.7
%
 
61.8
%
Revenue adjustments
 
15,760

 
151

 
15,911

 
4,845

 
69

 
4,914

Amortization of acquired technology
 
10,612

 
1,682

 
12,294

 
8,369

 
4,577

 
12,946

Stock-based compensation expenses (1)
 
2,654

 
784

 
3,438

 
2,258

 
533

 
2,791

Acquisition expenses, net (3)
 
13

 
7

 
20

 
(14
)
 
(7
)
 
(21
)
Restructuring expenses (3)
 
981

 
523

 
1,504

 
708

 
372

 
1,080

Non-GAAP gross profit
 
$
297,205

 
$
144,897

 
$
442,102

 
$
266,277

 
$
123,568

 
$
389,845

    Non-GAAP gross margin
 
68.4
%
 
65.5
%
 
67.4
%
 
67.9
%
 
59.3
%
 
64.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 



    

 (1) Represents the stock-based compensation expenses applicable to cost of revenue, allocated proportionally based upon our year ended January 31, 2019 and 2018, respectively, annual segment operations and service expense wages, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses.
 
 
 
 
 
 
 
 (2) Represents the portion of our shared support expenses (as disclosed in footnote 16 to our July 31, 2019 Form 10-Q, when filed) applicable to cost of revenue, allocated proportionally based upon our year ended January 31, 2019 and 2018, respectively, annual non-GAAP segment revenue, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 (3) Represents the portion of our acquisition expenses, net and restructuring expenses applicable to cost of revenue, allocated proportionally based upon our year ended January 31, 2019 and 2018, respectively, annual non-GAAP segment revenue, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses.




    

Table 9
VERINT SYSTEMS INC. AND SUBSIDIARIES
Estimated Non-GAAP Fully Allocated Operating Margins and Estimated Fully Allocated Adjusted EBITDA
(Unaudited)

 
 
Three Months Ended
July 31,
 
 
2019
 
2018
(in thousands)
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP segment revenue
 
$
218,424

 
$
112,893

 
$
331,317

 
$
202,933

 
$
105,545

 
$
308,478

 
 
 
 
 
 
 
 
 
 
 
 
 
Segment contribution (1)
 
78,788

 
31,571

 
110,359

 
78,759

 
24,549

 
103,308

Shared support expenses allocation (2)
 
28,959

 
15,457

 
44,416

 
26,172

 
13,724

 
39,896

Estimated non-GAAP operating income
 
49,829

 
16,114

 
65,943

 
52,587

 
10,825

 
63,412

Depreciation and amortization (3)
 
5,146

 
2,746

 
7,892

 
4,808

 
2,522

 
7,330

Estimated adjusted EBITDA
 
$
54,975

 
$
18,860

 
$
73,835

 
$
57,395

 
$
13,347

 
$
70,742

 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated non-GAAP fully allocated operating margin
 
22.8
%
 
14.3
%
 
19.9
%
 
25.9
%
 
10.3
%
 
20.6
%
Estimated fully allocated adjusted EBITDA margin
 
25.2
%
 
16.7
%
 
22.3
%
 
28.3
%
 
12.6
%
 
22.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
July 31,
 
 
2019
 
2018
(in thousands)
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
 
Customer Engagement
 
Cyber Intelligence
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP segment revenue
 
$
434,291

 
$
221,184

 
$
655,475

 
$
392,108

 
$
208,340

 
$
600,448

 
 
 
 
 
 
 
 
 
 
 
 
 
Segment contribution (1)
 
157,606

 
58,861

 
216,467

 
145,561

 
45,771

 
191,332

Shared support expenses allocation (2)
 
57,552

 
30,718

 
88,270

 
53,664

 
28,141

 
81,805

Estimated non-GAAP operating income
 
100,054

 
28,143

 
128,197

 
91,897

 
17,630

 
109,527

Depreciation and amortization (3)
 
10,279

 
5,486

 
15,765

 
10,187

 
5,342

 
15,529

Estimated adjusted EBITDA
 
$
110,333

 
$
33,629

 
$
143,962

 
$
102,084

 
$
22,972

 
$
125,056

 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated non-GAAP fully allocated operating margin
 
23.0
%
 
12.7
%
 
19.6
%
 
23.4
%
 
8.5
%
 
18.2
%
Estimated fully allocated adjusted EBITDA margin
 
25.4
%
 
15.2
%
 
22.0
%
 
26.0
%
 
11.0
%
 
20.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (1) See footnote 16 to our July 31, 2019 Form 10-Q, when filed.
 
 
 
 
 
 
 
 
 
 
 
 
 
 (2) Represents our shared support expenses (as disclosed in footnote 16 to our July 31, 2019 Form 10-Q, when filed), allocated proportionally based upon our non-GAAP segment revenue for the year ended January 31, 2019 and 2018, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative non-GAAP operating margins of our two businesses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 (3) Represents certain depreciation and amortization expenses, which are otherwise included in our non-GAAP operating income, allocated proportionally based upon our non-GAAP segment revenue for the year ended January 31, 2019 and 2018, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative adjusted EBITDA of our two businesses.



    

Verint Systems Inc. and Subsidiaries
Supplemental Information About Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, consisting of non-GAAP revenue, non-GAAP recurring revenue, non-GAAP nonrecurring revenue, non-GAAP cloud revenue, non-GAAP gross profit and gross margin, non-GAAP operating income and operating margin, non-GAAP other income (expense), net, non-GAAP provision (benefit) for income taxes and non-GAAP effective income tax rate, non-GAAP net income attributable to Verint Systems Inc., non-GAAP net income per common share attributable to Verint Systems Inc., adjusted EBITDA, net debt, constant currency measures, estimated GAAP and non-GAAP fully allocated gross margins, and estimated non-GAAP fully allocated operating margins. The tables above include a reconciliation of each non-GAAP financial measure for completed periods presented in this press release to the most directly comparable GAAP financial measure.

We believe these non-GAAP financial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental information about the financial performance of our business by:
facilitating the comparison of our financial results and business trends between periods, by excluding certain items that either can vary significantly in amount and frequency, are based upon subjective assumptions, or in certain cases are unplanned for or difficult to forecast,
facilitating the comparison of our financial results and business trends with other technology companies who publish similar non-GAAP measures, and
allowing investors to see and understand key supplementary metrics used by our management to run our business, including for budgeting and forecasting, resource allocation, and compensation matters.

We also make these non-GAAP financial measures available because a number of our investors have informed us that they find this supplemental information useful.

Non-GAAP financial measures should not be considered in isolation as substitutes for, or superior to, comparable GAAP financial measures. The non-GAAP financial measures we present have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures. These non-GAAP financial measures do not represent discretionary cash available to us to invest in the growth of our business, and we may in the future incur expenses similar to or in addition to the adjustments made in these non-GAAP financial measures. Other companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

Our non-GAAP financial measures are calculated by making the following adjustments to our GAAP financial measures:

Revenue adjustments. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to cloud services and customer support contracts acquired in a business acquisition, which would have otherwise been recognized on a stand-alone basis. We believe that it is useful for investors to understand the total amount of revenue that we and the acquired company would have recognized on a stand-alone basis under GAAP, absent the accounting adjustment associated with the business acquisition. Our non-GAAP revenue also reflects certain adjustments from aligning an acquired company’s revenue recognition policies to our policies.  We believe that our non-GAAP revenue measure helps management and investors understand our revenue trends and serves as a useful measure of ongoing business performance.

Amortization of acquired technology and other acquired intangible assets. When we acquire an entity, we are required under GAAP to record the fair values of the intangible assets of the acquired entity and amortize those assets over their useful lives. We exclude the amortization of acquired intangible assets, including acquired technology, from our non-GAAP financial measures because they are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. We also exclude these amounts to provide easier comparability of pre- and post-acquisition operating results.

Stock-based compensation expenses. We exclude stock-based compensation expenses related to restricted stock awards, stock bonus programs, bonus share programs, and other stock-based awards from our non-GAAP financial measures. We evaluate our performance both with and without these measures because stock-based compensation is typically a non-cash expense and can vary significantly over time based on the timing, size and



    

nature of awards granted, and is influenced in part by certain factors which are generally beyond our control, such as the volatility of the price of our common stock. In addition, measurement of stock-based compensation is subject to varying valuation methodologies and subjective assumptions, and therefore we believe that excluding stock-based compensation from our non-GAAP financial measures allows for meaningful comparisons of our current operating results to our historical operating results and to other companies in our industry.

Unrealized gains and losses on certain derivatives, net. We exclude from our non-GAAP financial measures unrealized gains and losses on certain foreign currency derivatives which are not designated as hedges under accounting guidance. We exclude unrealized gains and losses on foreign currency derivatives that serve as economic hedges against variability in the cash flows of recognized assets or liabilities, or of forecasted transactions. These contracts, if designated as hedges under accounting guidance, would be considered “cash flow” hedges.  These unrealized gains and losses are excluded from our non-GAAP financial measures because they are non-cash transactions which are highly variable from period to period. Upon settlement of these foreign currency derivatives, any realized gain or loss is included in our non-GAAP financial measures.

Amortization of convertible note discount. Our non-GAAP financial measures exclude the amortization of the imputed discount on our convertible notes. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be bifurcated into separate liability (debt) and equity (conversion option) components in a manner that reflects the issuer’s assumed non-convertible debt borrowing rate. For GAAP purposes, we are required to recognize imputed interest expense on the difference between our assumed non-convertible debt borrowing rate and the coupon rate on our $400.0 million of 1.50% convertible notes. This difference is excluded from our non-GAAP financial measures because we believe that this expense is based upon subjective assumptions and does not reflect the cash cost of our convertible debt.

Acquisition expenses, net. In connection with acquisition activity (including with respect to acquisitions that are not consummated), we incur expenses, including legal, accounting, and other professional fees, integration costs, changes in the fair value of contingent consideration obligations, and other costs. Integration costs may consist of information technology expenses as systems are integrated across the combined entity, consulting expenses, marketing expenses, and professional fees, as well as non-cash charges to write-off or impair the value of redundant assets. We exclude these expenses from our non-GAAP financial measures because they are unpredictable, can vary based on the size and complexity of each transaction, and are unrelated to our continuing operations or to the continuing operations of the acquired businesses.

Restructuring expenses. We exclude restructuring expenses from our non-GAAP financial measures, which include employee termination costs, facility exit costs, certain professional fees, asset impairment charges, and other costs directly associated with resource realignments incurred in reaction to changing strategies or business conditions. All of these costs can vary significantly in amount and frequency based on the nature of the actions as well as the changing needs of our business and we believe that excluding them provides easier comparability of pre- and post-restructuring operating results.

Impairment charges and other adjustments. We exclude from our non-GAAP financial measures asset impairment charges (other than those already included within restructuring or acquisition activity), rent expense for redundant facilities, gains or losses on sales of property, gains or losses on settlements of certain legal matters, and certain professional fees unrelated to our ongoing operations, including $5.6 million and $7.5 million of fees and expenses for the three and six months ended July 31, 2019 related to a shareholder proxy contest, all of which are unusual in nature and can vary significantly in amount and frequency.

Non-GAAP income tax adjustments. We exclude our GAAP provision (benefit) for income taxes from our non-GAAP measures of net income attributable to Verint Systems Inc., and instead include a non-GAAP provision for income taxes, determined by applying a non-GAAP effective income tax rate to our income before provision for income taxes, as adjusted for the non-GAAP items described above. The non-GAAP effective income tax rate is generally based upon the income taxes we expect to pay in the reporting year. Our GAAP effective income tax rate can vary significantly from year to year as a result of tax law changes, settlements with tax authorities, changes in the geographic mix of earnings including acquisition activity, changes in the projected realizability of deferred tax assets, and other unusual or period-specific events, all of which can vary in size and frequency. We believe that our non-GAAP effective income tax rate removes much of this variability and facilitates meaningful comparisons of operating results across periods. Our non-GAAP effective income tax rate for the year ending January 31, 2020 is currently approximately 9%, and was 11% for the year ended January 31, 2019. We evaluate our non-GAAP



    

effective income tax rate on an ongoing basis and it can change from time to time. Our non-GAAP income tax rate can differ materially from our GAAP effective income tax rate.

Customer Engagement Cloud, Recurring and Nonrecurring Revenue Metrics

Recurring revenue, on both a GAAP and non-GAAP basis, is the portion of our revenue that we believe is likely to be renewed in the future, and primarily consists of initial and renewal post contract support and cloud revenue.

Nonrecurring revenue, on both a GAAP and non-GAAP basis, primarily consists of our perpetual licenses, consulting, implementation and installation services, and training.

Cloud revenue, on both a GAAP and non-GAAP basis, primarily consists of SaaS and optional managed services.

SaaS revenue includes bundled SaaS, software with standard managed services and unbundled SaaS that we account for as term licenses where managed services are purchased separately.

We believe that recurring revenue, nonrecurring revenue, and cloud revenue, provide investors with useful insight into the nature and sustainability of our revenue streams. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. Please see “Revenue adjustments” above for an explanation for why we present these revenue numbers on both a GAAP and non-GAAP basis.

New SaaS Annual Contract Value (ACV) includes the annualized contract value of all new SaaS contracts received within the period; in cases where SaaS is offered to partners through usage-based contracts, we include the quarterly values of all usage contracts.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation expense, amortization expense, revenue adjustments, restructuring expenses, acquisition expenses, and other expenses excluded from our non-GAAP financial measures as described above. We believe that adjusted EBITDA is also commonly used by investors to evaluate operating performance between companies because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation, accounting policies, and depreciation and amortization policies. Adjusted EBITDA is also used by credit rating agencies, lenders, and other parties to evaluate our creditworthiness.

Net Debt

Net Debt is a non-GAAP measure defined as the sum of long-term and short-term debt on our consolidated balance sheet, excluding unamortized discounts and issuance costs, less the sum of cash and cash equivalents, restricted cash, restricted cash equivalents, restricted bank time deposits, and restricted investments (including long-term portions), and short-term investments. We use this non-GAAP financial measure to help evaluate our capital structure, financial leverage, and our ability to reduce debt and to fund investing and financing activities, and believe that it provides useful information to investors.

Supplemental Information About Constant Currency

Because we operate on a global basis and transact business in many currencies, fluctuations in foreign currency exchange rates can affect our consolidated U.S. dollar operating results. To facilitate the assessment of our performance excluding the effect of foreign currency exchange rate fluctuations, we calculate our GAAP and non-GAAP revenue, cost of revenue, and operating expenses on both an as-reported basis and a constant currency basis, allowing for comparison of results between periods as if foreign currency exchange rates had remained constant. We perform our constant currency calculations by translating current-period foreign currency results into U.S. dollars using prior-period average foreign currency exchange rates or hedge rates, as applicable, rather than current period exchange rates. We believe that constant currency measures, which exclude the impact of changes in foreign currency exchange rates, facilitate the assessment of underlying business trends.




    

Unless otherwise indicated, our financial outlook for revenue, operating margin, and diluted earnings per share, which is provided on a non-GAAP basis, reflects foreign currency exchange rates approximately consistent with rates in effect when the outlook is provided.

We also incur foreign exchange gains and losses resulting from the revaluation and settlement of monetary assets and liabilities that are denominated in currencies other than the entity’s functional currency. We periodically report our historical non-GAAP diluted net income per share both inclusive and exclusive of these net foreign exchange gains or losses. Our financial outlook for diluted earnings per share includes net foreign exchange gains or losses incurred to date, if any, but does not include potential future gains or losses.