Verint Publicizes This fall and FYE 2021 Outcomes

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Verint Announces Q4 and FYE 2021 Results

MELVILLE, N.Y.–(BUSINESS WIRE)–Verint® (Nasdaq: VRNT), The Customer Engagement Company™, today announced results for the three months and year ended January 31, 2021 (FYE 2021), including both Customer Engagement and Cyber Intelligence. Revenue for the three months ended January 31, 2021 was $349 million on a GAAP basis and $351 million on a non-GAAP basis. For the three months ended January 31, 2021, net loss per share was ($0.34) on a GAAP basis, and diluted EPS was $0.98 on a non-GAAP basis. Revenue for the year ended January 31, 2021 was $1,274 million on a GAAP basis and $1,288 million on a non-GAAP basis. For the year ended January 31, 2021, net loss per share was ($0.23) on a GAAP basis, and diluted EPS was $3.60 on a non-GAAP basis. Cash flow from operations for the year was $253.8 million compared to $237.9 million in the prior year.

“On February 1st, we completed the spin-off of our Cyber Intelligence business into an independent public company called Cognyte Software Ltd. (Nasdaq: CGNT). Following the spin, we are now a pure play customer engagement company well-positioned with a differentiated cloud platform and extensive resources – including approximately 4,300 professionals worldwide – focused on helping brands provide Boundless Customer Engagement™,” said Dan Bodner, CEO.

Customer Engagement Q4 Highlights

  • Large Cloud Wins Across Multiple Industries (TCV): Including orders for $13 million (financial services), $8 million (insurance), $7 million (banking), $7 million (consumer services), $4 million (home services), $4 million (healthcare) and $4 million (business services)
  • Strong Cloud Revenue Growth: Cloud revenue up more than 30% year-over-year
  • Strong Cloud Bookings Growth: New Perpetual License Equivalents (PLE) bookings up 15% year-over-year with approximately half of PLE bookings derived from SaaS
  • Improving Visibility: Exited the year with strong cloud momentum driving remaining performance obligations (RPO) to $636 million, representing backlog growth of 29% year-over-year

Bodner continued, “We are pleased with our strong performance in Q4 across all key cloud metrics, our many competitive cloud wins and finishing the year ahead of guidance. We believe that behind our strong cloud momentum is our open cloud platform, expanding partner network and our strategy to help brands with their digital transformations. The momentum we experienced in the second half of last year increases our confidence and we are raising our outlook for the current year for cloud revenue growth to a range of 30% to 35%.”

Cyber Intelligence Q4 Highlights

  • GAAP Revenue: $124.0 million for the quarter and $443.5 million for the year
  • Non-GAAP Revenue: $124.6 million for the quarter and $447.0 million for the year
  • GAAP Estimated Fully Allocated Operating Income: $4.9 million for the quarter and $26.7 million for the year
  • Estimated Fully Allocated Adjusted EBITDA: $23.8 million for the quarter and $89.7 million for the year

Bodner concluded, “The Cyber Intelligence business, which was part of Verint through the end of the last fiscal year, finished the year strong. Cognyte announced today that they will review their results for the year ended January 31, 2021 in an earnings call to be scheduled for the second half of April. Verint’s results for Cyber Intelligence reflect Verint’s accounting policies. Cognyte has indicated that they expect their results to be slightly different based on their application of accounting allocation methodologies.”

New Stock Repurchase Program

We are pleased to announce a new stock repurchase program in which we will use a portion of our strong cashflow generation to buy back stock. We plan to buy back up to the number of shares to be issued under our incentive equity program each year.

FYE 2022 Outlook

Our non-GAAP outlook for the year ending January 31, 2022 is as follows:

  • Revenue: $860 million with a range of +/- 2%
  • Cloud Revenue Growth: 30% to 35%
  • Diluted EPS: $2.20 at the midpoint of our revenue guidance

Our non-GAAP outlook for the three months ended April 30, 2021 and year ending January 31, 2022 excludes the following GAAP measures which we are able to quantify with reasonable certainty:

  • Amortization of intangible assets of approximately $12 million and $45 million, for the three months ending April 30, 2021 and year ending January 31, 2022, respectively.
  • Amortization of discount on convertible notes of approximately $3 million and $4 million, for the three months ending April 30, 2021 and year ending January 31, 2022, respectively.

Our non-GAAP outlook for the three months ending April 30, 2021 and year ending January 31, 2022 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 $1 million and $2 million, and $3 million and $4 million, for the three months ending April 30, 2021 and year ending January 31, 2022, respectively.
  • Stock-based compensation is expected to be between approximately $15 million and $18 million, and $65 million and $75 million, for the three months ending April 30, 2021 and year ending January 31, 2022, respectively, assuming market prices for our common stock approximately consistent with current levels.
  • Further costs associated with Verint’s February 1, 2021 separation into two independent public companies are expected to be between approximately $3 million and $5 million, and $8 million and $12 million, for the three months ending April 30, 2021 and year ending January 31, 2022, respectively.

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 months and year ended January 31, 2021 and 2020 for the GAAP measures excluded from our non-GAAP outlook appear in Tables 2 and 3 of 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 months and year ended January 31, 2021, outlook, and long-term targets. An online, real-time webcast of the conference call and webcast slides will be available on our website at www.verint.com. The webcast slides will be available on our website until at least April 30, 2021. 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 7559326. 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 and Operating Metrics” at the end of this press release.

About Verint Systems Inc.

Verint® (Nasdaq: VRNT) helps the world’s most iconic brands – including over 85 of the Fortune 100 companies – build enduring customer relationships by connecting work, data, and experiences across the enterprise. The Verint Customer Engagement portfolio draws on the latest advancements in AI and analytics, an open cloud architecture, and The Science of Customer Engagement™ to help customers close the Engagement Capacity Gap™.

Verint. The Customer Engagement Company™. Learn more at 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 changes in macroeconomic and/or global conditions, including as a result of slowdowns, recessions, economic instability, political unrest, armed conflicts, natural disasters, or outbreaks of disease, such as the COVID-19 pandemic, as well as the resulting impact on information technology spending by enterprises or government customers, on our business; risks that our customers delay, cancel, or refrain from placing orders, refrain from renewing subscriptions or service contracts, or are unable to honor contractual commitments or payment obligations due to liquidity issues or other challenges in their budgets and business, due to the COVID-19 pandemic or otherwise; risks that restrictions resulting from the COVID-19 pandemic or actions taken in response to the pandemic adversely impact our operations or our ability to fulfill orders, complete implementations, or recognize revenue; 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 challenges and 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 revenue, margins, and sufficient levels of investment in our business and operations, and competitors with greater resources than we have; risks relating to our ability to properly manage investments in our business and operations, execute on growth or strategic 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 identify suitable targets for acquisition or investment or 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;; challenges associated with selling sophisticated solutions, including with respect to longer sales cycles, more complex sales processes, and assisting customers in understanding and realizing the benefits of our solutions, as well as with developing, offering, implementing, and maintaining a broad solution portfolio; challenges associated with our cloud transition, including increased importance of subscription renewal rates, and risk of increased variability in our period to period results based on the mix, terms, and timing of our transactions; risks that we may be unable to maintain, expand, and enable our relationships with partners as part of our growth strategy; 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, as well as cloud hosting providers; 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 associated with our significant international operations, 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 a significant part of our business coming from government contracts and associated procurement processes; risks associated with complex and changing domestic and foreign regulatory environments, including, among others, with respect to data privacy and protection, government contracts, anti-corruption, trade compliance, tax, and labor matters, relating to our own operations, the products and services that we offer, and/or the use of our solutions by our customers; risks associated with the mishandling or perceived mishandling of sensitive or confidential information and data, including personally identifiable information or other information that may belong to our customers or other third parties, including in connection with our SaaS or other hosted or managed services offerings or when we are asked to perform service or support; risks that our solutions 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; risk of security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions; 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 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 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 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 associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits; 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 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; risks associated with the issuance of preferred stock to an affiliate of Apax Partners, including with respect to completion of the second tranche of the investment and Apax’s significant ownership position and potential that its interests will not be aligned with those of our common stockholders; and risks associated with the recently completed spin-off of our Cyber Intelligence Solutions business, including the possibility that the spin-off transaction does not achieve the benefits anticipated, does not qualify as a tax-free transaction, or exposes us to unexpected claims or liabilities. 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, 2021, when filed, and other filings we make with the SEC.

VERINT, THE CUSTOMER ENGAGEMENT COMPANY, BOUNDLESS CUSTOMER ENGAGEMENT, THE ENGAGEMENT CAPACITY GAP and THE SCIENCE OF CUSTOMER ENGAGEMENT are trademarks of Verint Systems Inc. or its subsidiaries. Verint and other parties may also have trademark rights in other terms used herein.

Table 1

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

Year Ended

January 31,

(in thousands, except per share data)

 

2021

 

2020

 

2021

 

2020

Revenue:

 

 

 

 

 

 

 

 

Product

 

$

127,029

 

 

$

124,337

 

 

$

406,254

 

 

$

454,875

 

Service and support

 

222,071

 

 

214,866

 

 

867,451

 

 

848,759

 

Total revenue

 

349,100

 

 

339,203

 

 

1,273,705

 

 

1,303,634

 

Cost of revenue:

 

 

 

 

 

 

 

 

Product

 

28,223

 

 

39,106

 

 

96,161

 

 

127,183

 

Service and support

 

78,145

 

 

75,037

 

 

300,528

 

 

312,599

 

Amortization of acquired technology

 

5,598

 

 

5,722

 

 

18,905

 

 

23,984

 

Total cost of revenue

 

111,966

 

 

119,865

 

 

415,594

 

 

463,766

 

Gross profit

 

237,134

 

 

219,338

 

 

858,111

 

 

839,868

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development, net

 

64,794

 

 

58,135

 

 

240,169

 

 

231,683

 

Selling, general and administrative

 

143,101

 

 

124,579

 

 

478,242

 

 

488,871

 

Amortization of other acquired intangible assets

 

6,766

 

 

8,328

 

 

30,995

 

 

31,458

 

Total operating expenses

 

214,661

 

 

191,042

 

 

749,406

 

 

752,012

 

Operating income

 

22,473

 

 

28,296

 

 

108,705

 

 

87,856

 

Other (expense) income, net:

 

 

 

 

 

 

 

 

Interest income

 

416

 

 

1,103

 

 

2,808

 

 

5,620

 

Interest expense

 

(9,283)

 

 

(10,235)

 

 

(39,975)

 

 

(40,378)

 

Other (expense) income, net

 

(32,312)

 

 

(996)

 

 

(55,315)

 

 

205

 

Total other expense, net

 

(41,179)

 

 

(10,128)

 

 

(92,482)

 

 

(34,553)

 

(Loss) income before (benefit) provision for income taxes

 

(18,706)

 

 

18,168

 

 

16,223

 

 

53,303

 

(Benefit) provision for income taxes

 

(160)

 

 

11,500

 

 

16,330

 

 

17,620

 

Net (loss) income

 

(18,546)

 

 

6,668

 

 

(107)

 

 

35,683

 

Net income attributable to noncontrolling interests

 

1,376

 

 

1,799

 

 

7,160

 

 

6,999

 

Net (loss) income attributable to Verint Systems Inc.

 

(19,922)

 

 

4,869

 

 

(7,267)

 

 

28,684

 

Dividends on preferred stock

 

(2,514)

 

 

 

 

(7,656)

 

 

 

Net (loss) income attributable to Verint Systems Inc. common shares

 

$

(22,436)

 

 

$

4,869

 

 

$

(14,923)

 

 

$

28,684

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Basic

 

$

(0.34)

 

 

$

0.07

 

 

$

(0.23)

 

 

$

0.43

 

Diluted

 

$

(0.34)

 

 

$

0.07

 

 

$

(0.23)

 

 

$

0.43

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

65,753

 

 

65,994

 

 

65,173

 

 

66,129

 

Diluted

 

65,753

 

 

66,999

 

 

65,173

 

 

67,355

 

Table 2

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures by Segment

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

 

2021

 

2020

(in thousands)

 

Customer

Engagement

 

Cyber

Intelligence

 

Consolidated

 

Customer

Engagement

 

Cyber

Intelligence

 

Consolidated

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Total GAAP revenue

 

$

225,080

 

 

$

124,020

 

 

$

349,100

 

 

$

210,058

 

 

$

129,145

 

 

$

339,203

 

Revenue adjustments

 

1,781

 

 

547

 

 

2,328

 

 

4,702

 

 

5,557

 

 

10,259

 

Total non-GAAP revenue

 

$

226,861

 

 

$

124,567

 

 

$

351,428

 

 

$

214,760

 

 

$

134,702

 

 

$

349,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED GROSS PROFIT AND GROSS MARGIN

 

 

 

 

 

 

 

 

 

 

 

 

Segment products costs

 

$

10,089

 

 

$

16,369

 

 

$

26,458

 

 

$

9,710

 

 

$

26,694

 

 

$

36,404

 

Segment service expenses

 

57,682

 

 

18,732

 

 

76,414

 

 

54,377

 

 

16,642

 

 

71,019

 

Amortization of acquired technology

 

5,373

 

 

225

 

 

5,598

 

 

5,361

 

 

361

 

 

5,722

 

Stock-based compensation expenses (1)

 

270

 

 

79

 

 

349

 

 

2,301

 

 

679

 

 

2,980

 

Shared support expenses allocation (3)

 

2,058

 

 

1,089

 

 

3,147

 

 

2,438

 

 

1,302

 

 

3,740

 

Total GAAP estimated fully allocated cost of revenue

 

75,472

 

 

36,494

 

 

111,966

 

 

74,187

 

 

45,678

 

 

119,865

 

GAAP estimated fully allocated gross profit

 

149,608

 

 

87,526

 

 

237,134

 

 

135,871

 

 

83,467

 

 

219,338

 

GAAP estimated fully allocated gross margin

 

66.5

%

 

70.6

%

 

67.9

%

 

64.7

%

 

64.6

%

 

64.7

%

Revenue adjustments

 

1,781

 

 

547

 

 

2,328

 

 

4,702

 

 

5,557

 

 

10,259

 

Amortization of acquired technology

 

5,373

 

 

225

 

 

5,598

 

 

5,361

 

 

361

 

 

5,722

 

Stock-based compensation expenses (1)

 

270

 

 

79

 

 

349

 

 

2,301

 

 

679

 

 

2,980

 

Acquisition expenses, net (4)

 

12

 

 

6

 

 

18

 

 

38

 

 

20

 

 

58

 

Restructuring expenses (4)

 

282

 

 

149

 

 

431

 

 

235

 

 

125

 

 

360

 

Separation expenses (4)

 

33

 

 

17

 

 

50

 

 

 

 

 

 

 

Impairment charges (4)

 

233

 

 

124

 

 

357

 

 

 

 

 

 

 

Non-GAAP estimated fully allocated gross profit

 

$

157,592

 

 

$

88,673

 

 

$

246,265

 

 

$

148,508

 

 

$

90,209

 

 

$

238,717

 

Non-GAAP estimated fully allocated gross margin

 

69.5

%

 

71.2

%

 

70.1

%

 

69.2

%

 

67.0

%

 

68.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED RESEARCH AND DEVELOPMENT, NET

 

 

 

 

 

 

 

 

 

 

 

 

Segment expenses

 

$

25,372

 

 

$

30,838

 

 

$

56,210

 

 

$

22,548

 

 

$

23,552

 

 

$

46,100

 

Stock-based compensation expenses (2)

 

879

 

 

465

 

 

1,344

 

 

2,935

 

 

1,566

 

 

4,501

 

Shared support expenses allocation (3)

 

4,735

 

 

2,505

 

 

7,240

 

 

4,913

 

 

2,621

 

 

7,534

 

GAAP estimated fully allocated research and development, net

 

30,986

 

 

33,808

 

 

64,794

 

 

30,396

 

 

27,739

 

 

58,135

 

As a percentage of GAAP revenue

 

13.8

%

 

27.3

%

 

18.6

%

 

14.5

%

 

21.5

%

 

17.1

%

Stock-based compensation expenses (2)

 

(879)

 

 

(465)

 

 

(1,344)

 

 

(2,935)

 

 

(1,566)

 

 

(4,501)

 

Acquisition expenses, net (4)

 

(24)

 

 

(13)

 

 

(37)

 

 

(202)

 

 

(108)

 

 

(310)

 

Restructuring expenses (4)

 

(135)

 

 

(72)

 

 

(207)

 

 

(270)

 

 

(144)

 

 

(414)

 

Separation expenses (4)

 

(178)

 

 

(94)

 

 

(272)

 

 

 

 

 

 

 

Other adjustments (4)

 

(15)

 

 

(7)

 

 

(22)

 

 

 

 

 

 

 

Non-GAAP estimated fully allocated research and development, net

 

$

29,755

 

 

$

33,157

 

 

$

62,912

 

 

$

26,989

 

 

$

25,921

 

 

$

52,910

 

As a percentage of non-GAAP revenue

 

13.1

%

 

26.6

%

 

17.9

%

 

12.6

%

 

19.2

%

 

15.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Segment expenses

 

$

45,020

 

 

$

22,302

 

 

$

67,322

 

 

$

41,011

 

 

$

25,002

 

 

$

66,013

 

Stock-based compensation expenses (2)

 

5,529

 

 

3,623

 

 

9,152

 

 

12,390

 

 

6,614

 

 

19,004

 

Shared support expenses allocation (3)

 

44,031

 

 

22,596

 

 

66,627

 

 

25,794

 

 

13,768

 

 

39,562

 

GAAP estimated fully allocated selling, general and administrative expenses

 

94,580

 

 

48,521

 

 

143,101

 

 

79,195

 

 

45,384

 

 

124,579

 

As a percentage of GAAP revenue

 

42.0

%

 

39.1

%

 

41.0

%

 

37.7

%

 

35.1

%

 

36.7

%

Stock-based compensation expenses (2)

 

(5,529)

 

 

(3,623)

 

 

(9,152)

 

 

(12,390)

 

 

(6,614)

 

 

(19,004)

 

Acquisition expenses, net (4)

 

(2,625)

 

 

(1,390)

 

 

(4,015)

 

 

(1,298)

 

 

(693)

 

 

(1,991)

 

Restructuring expenses (4)

 

(2,607)

 

 

(1,380)

 

 

(3,987)

 

 

(422)

 

 

(226)

 

 

(648)

 

Separation expenses (4)

 

(12,761)

 

 

(6,752)

 

 

(19,513)

 

 

(2,336)

 

 

(1,247)

 

 

(3,583)

 

Other adjustments (4)

 

(276)

 

 

(147)

 

 

(423)

 

 

(1,449)

 

 

(773)

 

 

(2,222)

 

Non-GAAP estimated fully allocated selling, general and administrative expenses

 

$

70,782

 

 

$

35,229

 

 

$

106,011

 

 

$

61,300

 

 

$

35,831

 

 

$

97,131

 

As a percentage of non-GAAP revenue

 

31.2

%

 

28.3

%

 

30.2

%

 

28.5

%

 

26.6

%

 

27.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME, OPERATING MARGIN, AND ADJUSTED EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

GAAP estimated fully allocated operating income

 

$

17,582

 

 

$

4,891

 

 

$

22,473

 

 

$

18,165

 

 

$

10,131

 

 

$

28,296

 

GAAP estimated fully allocated operating margin

 

7.8

%

 

3.9

%

 

6.4

%

 

8.6

%

 

7.8

%

 

8.3

%

Revenue adjustments

 

1,781

 

 

547

 

 

2,328

 

 

4,702

 

 

5,557

 

 

10,259

 

Amortization of acquired technology

 

5,373

 

 

225

 

 

5,598

 

 

5,361

 

 

361

 

 

5,722

 

Amortization of other acquired intangible assets

 

6,460

 

 

306

 

 

6,766

 

 

8,115

 

 

213

 

 

8,328

 

Stock-based compensation expenses (2)

 

6,678

 

 

4,167

 

 

10,845

 

 

17,626

 

 

8,859

 

 

26,485

 

Acquisition expenses, net (4)

 

2,661

 

 

1,409

 

 

4,070

 

 

1,538

 

 

821

 

 

2,359

 

Restructuring expenses (4)

 

3,024

 

 

1,601

 

 

4,625

 

 

927

 

 

495

 

 

1,422

 

Separation expenses (4)

 

12,972

 

 

6,863

 

 

19,835

 

 

2,336

 

 

1,247

 

 

3,583

 

Impairment charges (4)

 

233

 

 

124

 

 

357

 

 

 

 

 

 

 

Other adjustments (4)

 

291

 

 

154

 

 

445

 

 

1,449

 

 

773

 

 

2,222

 

Non-GAAP estimated fully allocated operating income

 

57,055

 

 

20,287

 

 

77,342

 

 

60,219

 

 

28,457

 

 

88,676

 

Depreciation and amortization (5)

 

6,686

 

 

3,537

 

 

10,223

 

 

5,803

 

 

3,097

 

 

8,900

 

Estimated fully allocated adjusted EBITDA

 

$

63,741

 

 

$

23,824

 

 

$

87,565

 

 

$

66,022

 

 

$

31,554

 

 

$

97,576

 

Non-GAAP estimated fully allocated operating margin

 

25.1

%

 

16.3

%

 

22.0

%

 

28.0

%

 

21.1

%

 

25.4

%

Estimated fully allocated adjusted EBITDA margin

 

28.1

%

 

19.1

%

 

24.9

%

 

30.7

%

 

23.4

%

 

27.9

%

 

 

Year Ended

January 31,

 

 

2021

 

2020

(in thousands)

 

Customer

Engagement

 

Cyber

Intelligence

 

Consolidated

 

Customer

Engagement

 

Cyber

Intelligence

 

Consolidated

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Total GAAP revenue

 

$

830,247

 

 

$

443,458

 

 

$

1,273,705

 

 

$

846,525

 

 

$

457,109

 

 

$

1,303,634

 

Revenue adjustments

 

10,336

 

 

3,569

 

 

13,905

 

 

26,675

 

 

5,708

 

 

32,383

 

Total non-GAAP revenue

 

$

840,583

 

 

$

447,027

 

 

$

1,287,610

 

 

$

873,200

 

 

$

462,817

 

 

$

1,336,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED GROSS PROFIT AND GROSS MARGIN

 

 

 

 

 

 

 

 

 

 

 

 

Segment products costs

 

$

34,518

 

 

$

56,519

 

 

$

91,037

 

 

$

35,455

 

 

$

83,291

 

 

$

118,746

 

Segment service expenses

 

218,919

 

 

68,499

 

 

287,418

 

 

226,555

 

 

70,768

 

 

297,323

 

Amortization of acquired technology

 

17,963

 

 

942

 

 

18,905

 

 

21,578

 

 

2,406

 

 

23,984

 

Stock-based compensation expenses (1)

 

4,159

 

 

1,215

 

 

5,374

 

 

6,318

 

 

1,866

 

 

8,184

 

Shared support expenses allocation (3)

 

8,410

 

 

4,450

 

 

12,860

 

 

10,125

 

 

5,404

 

 

15,529

 

Total GAAP estimated fully allocated cost of revenue

 

283,969

 

 

131,625

 

 

415,594

 

 

300,031

 

 

163,735

 

 

463,766

 

GAAP estimated fully allocated gross profit

 

546,278

 

 

311,833

 

 

858,111

 

 

546,494

 

 

293,374

 

 

839,868

 

GAAP estimated fully allocated gross margin

 

65.8

%

 

70.3

%

 

67.4

%

 

64.6

%

 

64.2

%

 

64.4

%

Revenue adjustments

 

10,336

 

 

3,569

 

 

13,905

 

 

26,675

 

 

5,708

 

 

32,383

 

Amortization of acquired technology

 

17,963

 

 

942

 

 

18,905

 

 

21,578

 

 

2,406

 

 

23,984

 

Stock-based compensation expenses (1)

 

4,159

 

 

1,215

 

 

5,374

 

 

6,318

 

 

1,866

 

 

8,184

 

Acquisition expenses, net (4)

 

230

 

 

122

 

 

352

 

 

81

 

 

43

 

 

124

 

Restructuring expenses (4)

 

1,432

 

 

757

 

 

2,189

 

 

1,644

 

 

877

 

 

2,521

 

Separation expenses (4)

 

84

 

 

44

 

 

128

 

 

 

 

 

 

 

Impairment charges (4)

 

328

 

 

174

 

 

502

 

 

 

 

 

 

 

Non-GAAP estimated fully allocated gross profit

 

$

580,810

 

 

$

318,656

 

 

$

899,466

 

 

$

602,790

 

 

$

304,274

 

 

$

907,064

 

Non-GAAP estimated fully allocated gross margin

 

69.1

%

 

71.3

%

 

69.9

%

 

69.0

%

 

65.7

%

 

67.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED RESEARCH AND DEVELOPMENT, NET

 

 

 

 

 

 

 

 

 

 

 

 

Segment expenses

 

$

95,785

 

 

$

105,867

 

 

$

201,652

 

 

$

101,002

 

 

$

90,708

 

 

$

191,710

 

Stock-based compensation expenses (2)

 

6,237

 

 

3,299

 

 

9,536

 

 

8,754

 

 

4,672

 

 

13,426

 

Shared support expenses allocation (3)

 

18,954

 

 

10,027

 

 

28,981

 

 

17,309

 

 

9,238

 

 

26,547

 

GAAP estimated fully allocated research and development, net

 

120,976

 

 

119,193

 

 

240,169

 

 

127,065

 

 

104,618

 

 

231,683

 

As a percentage of GAAP revenue

 

14.6

%

 

26.9

%

 

18.9

%

 

15.0

%

 

22.9

%

 

17.8

%

Stock-based compensation expenses (2)

 

(6,237)

 

 

(3,299)

 

 

(9,536)

 

 

(8,754)

 

 

(4,672)

 

 

(13,426)

 

Acquisition expenses, net (4)

 

(313)

 

 

(166)

 

 

(479)

 

 

(546)

 

 

(292)

 

 

(838)

 

Restructuring expenses (4)

 

(1,119)

 

 

(592)

 

 

(1,711)

 

 

(853)

 

 

(455)

 

 

(1,308)

 

Separation expenses (4)

 

(239)

 

 

(127)

 

 

(366)

 

 

 

 

 

 

 

Other adjustments (4)

 

(22)

 

 

(11)

 

 

(33)

 

 

 

 

 

 

 

Non-GAAP estimated fully allocated research and development, net

 

$

113,046

 

 

$

114,998

 

 

$

228,044

 

 

$

116,912

 

 

$

99,199

 

 

$

216,111

 

As a percentage of non-GAAP revenue

 

13.4

%

 

25.7

%

 

17.7

%

 

13.4

%

 

21.4

%

 

16.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Segment expenses

 

$

159,417

 

 

$

83,133

 

 

$

242,550

 

 

$

179,440

 

 

$

91,452

 

 

$

270,892

 

Stock-based compensation expenses (2)

 

30,624

 

 

16,899

 

 

47,523

 

 

39,829

 

 

21,259

 

 

61,088

 

Shared support expenses allocation (3)

 

123,519

 

 

64,650

 

 

188,169

 

 

102,293

 

 

54,598

 

 

156,891

 

GAAP estimated fully allocated selling, general and administrative expenses

 

313,560

 

 

164,682

 

 

478,242

 

 

321,562

 

 

167,309

 

 

488,871

 

As a percentage of GAAP revenue

 

37.8

%

 

37.1

%

 

37.5

%

 

38.0

%

 

36.6

%

 

37.5

%

Stock-based compensation expenses (2)

 

(30,624)

 

 

(16,899)

 

 

(47,523)

 

 

(39,829)

 

 

(21,259)

 

 

(61,088)

 

Acquisition expenses, net (4)

 

(836)

 

 

(443)

 

 

(1,279)

 

 

(6,503)

 

 

(3,471)

 

 

(9,974)

 

Restructuring expenses (4)

 

(5,472)

 

 

(2,895)

 

 

(8,367)

 

 

(1,786)

 

 

(954)

 

 

(2,740)

 

Separation expenses (4)

 

(30,877)

 

 

(16,336)

 

 

(47,213)

 

 

(3,448)

 

 

(1,840)

 

 

(5,288)

 

Other adjustments (4)

 

508

 

 

268

 

 

776

 

 

(6,609)

 

 

(3,528)

 

 

(10,137)

 

Non-GAAP estimated fully allocated selling, general and administrative expenses

 

$

246,259

 

 

$

128,377

 

 

$

374,636

 

 

$

263,387

 

 

$

136,257

 

 

$

399,644

 

As a percentage of non-GAAP revenue

 

29.3

%

 

28.7

%

 

29.1

%

 

30.2

%

 

29.4

%

 

29.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME, OPERATING MARGIN, AND ADJUSTED EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

GAAP estimated fully allocated operating income

 

$

81,966

 

 

$

26,739

 

 

$

108,705

 

 

$

67,004

 

 

$

20,852

 

 

$

87,856

 

GAAP estimated fully allocated operating margin

 

9.9

%

 

6.0

%

 

8.5

%

 

7.9

%

 

4.6

%

 

6.7

%

Revenue adjustments

 

10,336

 

 

3,569

 

 

13,905

 

 

26,675

 

 

5,708

 

 

32,383

 

Amortization of acquired technology

 

17,963

 

 

942

 

 

18,905

 

 

21,578

 

 

2,406

 

 

23,984

 

Amortization of other acquired intangible assets

 

29,776

 

 

1,219

 

 

30,995

 

 

30,863

 

 

595

 

 

31,458

 

Stock-based compensation expenses (2)

 

41,020

 

 

21,413

 

 

62,433

 

 

54,901

 

 

27,797

 

 

82,698

 

Acquisition expenses, net (4)

 

1,379

 

 

731

 

 

2,110

 

 

7,130

 

 

3,806

 

 

10,936

 

Restructuring expenses (4)

 

8,023

 

 

4,244

 

 

12,267

 

 

4,283

 

 

2,286

 

 

6,569

 

Separation expenses (4)

 

31,200

 

 

16,507

 

 

47,707

 

 

3,448

 

 

1,840

 

 

5,288

 

Impairment charges (4)

 

328

 

 

174

 

 

502

 

 

 

 

 

 

 

Other adjustments (4)

 

(486)

 

 

(257)

 

 

(743)

 

 

6,609

 

 

3,528

 

 

10,137

 

Non-GAAP estimated fully allocated operating income

 

221,505

 

 

75,281

 

 

296,786

 

 

222,491

 

 

68,818

 

 

291,309

 

Depreciation and amortization (5)

 

27,254

 

 

14,419

 

 

41,673

 

 

21,737

 

 

11,602

 

 

33,339

 

Estimated fully allocated adjusted EBITDA

 

$

248,759

 

 

$

89,700

 

 

$

338,459

 

 

$

244,228

 

 

$

80,420

 

 

$

324,648

 

Non-GAAP estimated fully allocated operating margin

 

26.4

%

 

16.8

%

 

23.0

%

 

25.5

%

 

14.9

%

 

21.8

%

Estimated fully allocated adjusted EBITDA margin

 

29.6

%

 

20.1

%

 

26.3

%

 

28.0

%

 

17.4

%

 

24.3

%

(1) Represents the stock-based compensation expenses applicable to cost of revenue, allocated approximately proportional to our annual operations and service expense wages for each segment for years ended January 31, 2020 and 2019, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of the two businesses.

(2) Represents the stock-based compensation expenses applicable to research and development, net and selling, general and administrative, allocated approximately proportional to our non-GAAP segment revenue for the years ended January 31, 2020 and 2019, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative non-GAAP operating margins of the two businesses.

(3) Represents our shared support expenses (as disclosed in footnote 18 to our January 31, 2021 Form 10-K, when filed), including general and administrative shared services acquisition expenses, net and restructuring expenses, separation expenses, impairment charges and other adjustments, allocated approximately proportional to our non-GAAP segment revenue for the years ended January 31, 2020 and 2019, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative non-GAAP operating margins of the two businesses.

(4) Represents the portion of our acquisition expenses, net and restructuring expenses, separation expenses, impairment charges and other adjustments, allocated approximately proportional to our annual non-GAAP segment revenue for the years ended January 31, 2020 and 2019, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins and operating margins of the two businesses.

(5) Represents certain depreciation and amortization expenses, which are otherwise included in our non-GAAP operating income, allocated approximately proportional to our non-GAAP segment revenue for the years ended January 31, 2020 and 2019, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative adjusted EBITDA of the two businesses.

Table 3

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

Year Ended

January 31,

(in thousands, except per share data)

 

2021

 

2020

 

2021

 

2020

Table of Reconciliation from GAAP Other Expense, Net to Non-GAAP Other Expense, Net

 

 

 

 

 

 

 

 

 

GAAP other expense, net

 

$

(41,179)

 

 

$

(10,128)

 

 

$

(92,482)

 

 

$

(34,553)

 

Unrealized losses on derivatives, net

 

357

 

 

 

 

1,115

 

 

1,485

 

Amortization of convertible note discount

 

3,263

 

 

3,184

 

 

12,883

 

 

12,490

 

Expenses and losses on debt modification or retirement

 

 

 

 

 

1,462

 

 

 

Change in fair value of future tranche right

 

33,312

 

 

 

 

56,146

 

 

 

Acquisition expenses, net

 

14

 

 

(22)

 

 

(3,629)

 

 

(90)

 

Non-GAAP other expense, net(1)

 

$

(4,233)

 

 

$

(6,966)

 

 

$

(24,505)

 

 

$

(20,668)

 

 

 

 

 

 

 

 

 

 

Table of Reconciliation from GAAP (Benefit) Provision for Income Taxes to Non-GAAP Provision for Income Taxes

 

 

 

 

 

 

 

 

 

GAAP (benefit) provision for income taxes

 

$

(160)

 

 

$

11,500

 

 

$

16,330

 

 

$

17,620

 

GAAP effective income tax rate

 

0.9

%

 

63.3

%

 

100.7

%

 

33.1

%

Non-GAAP tax adjustments

 

2,726

 

 

(5,911)

 

 

1,197

 

 

4,085

 

Non-GAAP provision for income taxes

 

$

2,566

 

 

$

5,589

 

 

$

17,527

 

 

$

21,705

 

Non-GAAP effective income tax rate

 

3.5

%

 

6.8

%

 

6.4

%

 

8.0

%

 

 

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Net (Loss) Income Attributable to Verint Systems Inc. Common Shares to Non-GAAP Net Income Attributable to Verint Systems Inc. Common Shares

 

 

 

 

 

 

 

 

 

GAAP net (loss) income attributable to Verint Systems Inc. common shares

 

$

(22,436)

 

 

$

4,869

 

 

$

(14,923)

 

 

$

28,684

 

Revenue adjustments

 

2,328

 

 

10,259

 

 

13,905

 

 

32,383

 

Amortization of acquired technology

 

5,598

 

 

5,722

 

 

18,905

 

 

23,984

 

Amortization of other acquired intangible assets

 

6,766

 

 

8,328

 

 

30,995

 

 

31,458

 

Stock-based compensation expenses

 

10,845

 

 

26,485

 

 

62,433

 

 

82,698

 

Unrealized losses on derivatives, net

 

357

 

 

 

 

1,115

 

 

1,485

 

Amortization of convertible note discount

 

3,263

 

 

3,184

 

 

12,883

 

 

12,490

 

Expenses and losses on debt modification or retirement

 

 

 

 

 

1,462

 

 

 

Change in fair value of future tranche right

 

33,312

 

 

 

 

56,146

 

 

 

Acquisition expenses, net

 

4,084

 

 

2,339

 

 

(1,519)

 

 

10,846

 

Restructuring expenses

 

4,625

 

 

1,419

 

 

12,267

 

 

6,569

 

Separation expenses

 

19,835

 

 

3,583

 

 

47,707

 

 

5,288

 

Impairment charges

 

357

 

 

 

 

502

 

 

 

Other adjustments

 

445

 

 

2,222

 

 

(743)

 

 

10,137

 

Non-GAAP tax adjustments

 

(2,726)

 

 

5,911

 

 

(1,197)

 

 

(4,085)

 

Dividends, reversed due to assumed conversion of preferred stock

 

2,514

 

 

 

 

7,656

 

 

 

Total adjustments

 

91,603

 

 

69,452

 

 

262,517

 

 

213,253

 

Non-GAAP net income attributable to Verint Systems Inc. common shares

 

$

69,167

 

 

$

74,321

 

 

$

247,594

 

 

$

241,937

 

 

 

 

 

 

 

 

 

 

Table Comparing GAAP Diluted Net (Loss) 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 (loss) income per common share attributable to Verint Systems Inc.

 

$

(0.34)

 

 

$

0.07

 

 

$

(0.23)

 

 

$

0.43

 

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

 

$

0.98

 

 

$

1.11

 

 

$

3.60

 

 

$

3.59

 

 

 

 

 

 

 

 

 

 

GAAP weighted-average shares used in computing diluted net (loss) income per common share attributable to Verint Systems Inc.

 

65,753

 

 

66,999

 

 

65,173

 

 

67,355

 

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

 

4,846

 

 

 

 

3,654

 

 

 

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

 

70,599

 

 

66,999

 

 

68,827

 

 

67,355

 

 

 

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Net (Loss) Income Attributable to Verint Systems Inc. to Adjusted EBITDA

 

 

 

 

 

 

 

 

 

GAAP net (loss) income attributable to Verint Systems Inc.

 

$

(19,922)

 

 

$

4,869

 

 

$

(7,267)

 

 

$

28,684

 

As a percentage of GAAP revenue

 

(5.7)

%

 

1.4

%

 

(0.6)

%

 

2.2

%

Net income attributable to noncontrolling interest

 

1,376

 

 

1,799

 

 

7,160

 

 

6,999

 

(Benefit) provision for income taxes

 

(160)

 

 

11,500

 

 

16,330

 

 

17,620

 

Other expense, net

 

41,179

 

 

10,128

 

 

92,482

 

 

34,553

 

Depreciation and amortization(2)

 

26,158

 

 

22,951

 

 

97,416

 

 

88,783

 

Revenue adjustments

 

2,328

 

 

10,259

 

 

13,905

 

 

32,383

 

Stock-based compensation expenses

 

10,845

 

 

26,485

 

 

62,433

 

 

82,698

 

Acquisition expenses, net

 

4,064

 

 

2,359

 

 

2,100

 

 

10,936

 

Restructuring expenses

 

4,629

 

 

1,421

 

 

12,267

 

 

6,567

 

Separation expenses

 

16,266

 

 

3,583

 

 

41,874

 

 

5,288

 

Impairment charges

 

357

 

 

 

 

502

 

 

 

Other adjustments

 

445

 

 

2,222

 

 

(743)

 

 

10,137

 

Adjusted EBITDA

 

$

87,565

 

 

$

97,576

 

 

$

338,459

 

 

$

324,648

 

As a percentage of non-GAAP revenue

 

24.9

%

 

27.9

%

 

26.3

%

 

24.3

%

Table of Reconciliation from Gross Debt to Net Debt

 

January 31,

2021

 

January 31,

2020

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

 

 

 

 

$

386,713

 

 

$

4,250

 

Long-term debt

 

 

 

 

 

402,781

 

 

832,798

 

Unamortized debt discounts and issuance costs

 

 

 

 

 

7,518

 

 

22,327

 

Gross debt

 

 

 

 

 

797,012

 

 

859,375

 

Less:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

663,843

 

 

379,146

 

Restricted cash and cash equivalents, and restricted bank time deposits

 

 

 

 

 

27,057

 

 

43,860

 

Short-term investments

 

 

 

 

 

51,013

 

 

20,215

 

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

 

 

 

 

 

55,099

 

 

416,154

 

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

 

 

 

 

 

15,712

 

 

26,363

 

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

 

 

 

 

 

$

39,387

 

 

$

389,791

 

 

 

 

 

 

 

 

 

 

(1) For the three months ended January 31, 2021, non-GAAP other expense, net of $4.2 million was comprised of $6.0 million of interest and other expense, net of $1.8 million of foreign exchange gains primarily related to balance sheet translations.

(2) Adjusted for financing fee amortization.

Table 4

VERINT SYSTEMS INC. AND SUBSIDIARIES

Additional Information Regarding Apax Series B Investment

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

Year Ended

January 31,

(in thousands)

 

2021

 

2020

 

2021

 

2020

GAAP net (loss) income attributable to Verint Systems Inc. common shares

 

$

(22,436)

 

 

$

4,869

 

 

$

(14,923)

 

 

$

28,684

 

Future tranche right revaluation (1)

 

33,312

 

 

 

 

56,146

 

 

 

Adjusted net income attributable to Verint Systems Inc. common shares excluding future tranche right revaluation

 

$

10,876

 

 

$

4,869

 

 

$

41,223

 

 

$

28,684

 

(1) In the year ended January 31, 2021, we recorded a non-cash Future Tranche Right revaluation loss of $56.1 million. This non-cash charge for the period relates to the mark-to-market adjustment of the Future Tranche Right (right to purchase Series B Preferred Stock by the Apax Investor at a future date), issued in connection with the closing of the Series A Preferred Stock on May 7, 2020. The change in fair value was primarily due to a significant increase in our stock price during the period. The Future Tranche Right will be remeasured at each reporting period until the redemption feature is exercised in connection with the sale and issuance of the Series B Preferred Stock, which is expected to occur during our first fiscal quarter ending April 30, 2021. Our diluted net income per share for the year ended January 31, 2021 would have been $0.85 higher without this non-cash charge.

Table 5

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Customer Engagement Revenue and Cloud Metrics

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

Year Ended

January 31,

(in thousands)

 

2021

 

2020

 

2021

 

2020

Table of Reconciliation from GAAP Software (includes cloud and support) and Professional Services Revenue to Non-GAAP Software (includes cloud and support) and Professional Services Revenue

 

 

 

 

 

 

 

 

 

Software (includes cloud and support) revenue – GAAP

 

$

199,079

 

 

$

180,836

 

 

$

717,464

 

 

$

714,260

 

Perpetual revenue – GAAP

 

42,025

 

 

40,526

 

 

141,840

 

 

179,882

 

Cloud revenue – GAAP

 

85,966

 

 

61,234

 

 

277,411

 

 

220,477

 

Support revenue – GAAP

 

71,088

 

 

79,076

 

 

298,213

 

 

313,901

 

Professional services revenue – GAAP

 

$

26,001

 

 

$

29,222

 

 

$

112,783

 

 

$

132,265

 

Total revenue – GAAP

 

$

225,080

 

 

$

210,058

 

 

$

830,247

 

 

$

846,525

 

 

 

 

 

 

 

 

 

 

Estimated software (includes cloud and support) revenue adjustments

 

$

1,781

 

 

$

4,702

 

 

$

10,336

 

 

$

26,675

 

Estimated perpetual revenue adjustments

 

 

 

 

 

 

 

 

Estimated cloud revenue adjustments

 

1,772

 

 

4,637

 

 

10,163

 

 

26,346

 

Estimated support revenue adjustments

 

9

 

 

65

 

 

173

 

 

329

 

Estimated professional services revenue adjustments

 

 

 

 

 

 

 

 

Total estimated revenue adjustments

 

$

1,781

 

 

$

4,702

 

 

$

10,336

 

 

$

26,675

 

 

 

 

 

 

 

 

 

 

Software (includes cloud and support) revenue – non-GAAP

 

$

200,860

 

 

$

185,538

 

 

$

727,800

 

 

$

740,935

 

Perpetual revenue – non-GAAP

 

42,025

 

 

40,526

 

 

141,840

 

 

179,882

 

Cloud revenue – non-GAAP

 

87,738

 

 

65,871

 

 

287,574

 

 

246,823

 

Support revenue – non-GAAP

 

71,097

 

 

79,141

 

 

298,386

 

 

314,230

 

Professional services revenue – non-GAAP

 

$

26,001

 

 

$

29,222

 

 

$

112,783

 

 

$

132,265

 

Total revenue – non-GAAP

 

$

226,861

 

 

$

214,760

 

 

$

840,583

 

 

$

873,200

 

 

 

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Cloud Revenue to Non-GAAP Cloud Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

SaaS revenue – GAAP

 

$

69,851

 

 

$

46,715

 

 

$

217,952

 

 

$

163,943

 

Bundled SaaS revenue – GAAP

 

39,345

 

 

31,406

 

 

145,962

 

 

115,925

 

Unbundled SaaS revenue – GAAP (1)

 

30,506

 

 

15,309

 

 

71,990

 

 

48,018

 

Optional managed services revenue – GAAP

 

$

16,115

 

 

$

14,519

 

 

$

59,459

 

 

$

56,534

 

Cloud revenue – GAAP

 

$

85,966

 

 

$

61,234

 

 

$

277,411

 

 

$

220,477

 

 

 

 

 

 

 

 

 

 

Estimated SaaS revenue adjustments

 

$

1,546

 

 

$

4,267

 

 

$

9,165

 

 

$

24,464

 

Estimated bundled SaaS revenue adjustments

 

1,503

 

 

4,225

 

 

8,988

 

 

23,500

 

Estimated unbundled SaaS revenue adjustments

 

43

 

 

42

 

 

177

 

 

964

 

Estimated optional managed services revenue adjustments

 

$

226

 

 

$

370

 

 

$

998

 

 

$

1,882

 

Estimated cloud revenue adjustments

 

$

1,772

 

 

$

4,637

 

 

$

10,163

 

 

$

26,346

 

 

 

 

 

 

 

 

 

 

SaaS revenue – non-GAAP

 

$

71,397

 

 

$

50,982

 

 

$

227,117

 

 

$

188,407

 

Bundled SaaS revenue – non-GAAP

 

40,848

 

 

35,631

 

 

154,950

 

 

139,425

 

Unbundled SaaS revenue – non-GAAP (1)

 

30,549

 

 

15,351

 

 

72,167

 

 

48,982

 

Optional managed services revenue – non-GAAP

 

$

16,341

 

 

$

14,889

 

 

$

60,457

 

 

$

58,416

 

Cloud revenue – non-GAAP

 

$

87,738

 

 

$

65,871

 

 

$

287,574

 

 

$

246,823

 

 

 

 

 

 

 

 

 

 

Table of New SaaS ACV

 

 

 

 

 

 

 

New SaaS ACV

 

$

21,907

 

 

$

15,785

 

 

$

66,155

 

 

$

49,710

 

New SaaS ACV Growth YoY

 

38.8

%

 

35.4

%

 

33.1

%

 

71.0

%

 

 

 

 

 

 

 

 

 

Table of New Perpetual License Equivalent Bookings

 

 

 

 

 

 

 

New perpetual license equivalent bookings (2)

 

$

82,313

 

 

$

71,465

 

 

$

258,307

 

 

$

270,801

 

New perpetual license equivalent bookings change YoY

 

15.2

%

 

(10.3)

%

 

(4.6)

%

 

5.3

%

(1) As our bookings mix has rapidly shifted to cloud, we are now including support revenue associated with unbundled SaaS within SaaS. In order to conform with this presentation, unbundled SaaS revenue for the three months ended January 31, 2020 has been updated to reflect $1.7 million and the years ended January 31, 2021 and 2020 has been updated to reflect $7.2 million and $4.7 million, respectively, of unbundled SaaS support revenue which had previously been presented within support revenue.

(2) As our bookings mix has rapidly shifted to cloud, we are now calculating the conversion factor based on the in-period mix. The conversion factor was 2.0x, 1.9x and 1.9x for the years ended January 31, 2019, 2020 and 2021, respectively. Historically, we used in our dashboard a conversion factor of 2.0x which was based on our historical mix and represented a good approximation.

Table 6

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Cyber Intelligence Revenue Metrics

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

Year Ended

January 31,

(in thousands)

 

2021

 

2020

 

2021

 

2020

Recurring revenue – GAAP

 

$

58,588

 

 

$

52,092

 

 

$

223,405

 

 

$

192,578

 

Nonrecurring revenue – GAAP

 

65,432

 

 

77,053

 

 

220,053

 

 

264,531

 

Total revenue – GAAP

 

$

124,020

 

 

$

129,145

 

 

$

443,458

 

 

$

457,109

 

 

 

 

 

 

 

 

 

 

Estimated recurring revenue adjustments

 

$

547

 

 

$

471

 

 

$

3,569

 

 

$

622

 

Estimated nonrecurring revenue adjustments

 

 

 

5,086

 

 

 

 

5,086

 

Total estimated revenue adjustments

 

$

547

 

 

$

5,557

 

 

$

3,569

 

 

$

5,708

 

 

 

 

 

 

 

 

 

 

Recurring revenue – non-GAAP

 

$

59,135

 

 

$

52,563

 

 

$

226,974

 

 

$

193,200

 

Nonrecurring revenue – non-GAAP

 

65,432

 

 

82,139

 

 

220,053

 

 

269,617

 

Total revenue – non-GAAP

 

$

124,567

 

 

$

134,702

 

 

$

447,027

 

 

$

462,817

 

 

 

 

 

 

 

 

 

 

Table 7

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Segment and Shared Support Metrics

(Unaudited)

 

 

 

Three Months Ended

January 31,

 

Year Ended

January 31,

(in thousands)

 

2021

 

2020

 

2021

 

2020

Segment expenses – GAAP (1)

 

$

245,120

 

 

$

249,479

 

 

$

908,112

 

 

$

981,507

 

Shared support expenses – GAAP (2)

 

81,507

 

 

61,428

 

 

256,888

 

 

234,271

 

Total expenses – GAAP

 

$

326,627

 

 

$

310,907

 

 

$

1,165,000

 

 

$

1,215,778

 

 

 

 

 

 

 

 

 

 

Estimated segment expense adjustments

 

$

(22,341)

 

 

$

(32,378)

 

 

$

(97,322)

 

 

$

(114,106)

 

Estimated shared support expense adjustments

 

(30,201)

 

 

(17,740)

 

 

(76,855)

 

 

(56,963)

 

Total estimated expense adjustments

 

$

(52,542)

 

 

$

(50,118)

 

 

$

(174,177)

 

 

$

(171,069)

 

 

 

 

 

 

 

 

 

 

Segment expenses – non-GAAP (1)

 

$

222,779

 

 

$

217,101

 

 

$

810,790

 

 

$

867,401

 

Shared support expenses – non-GAAP (2)

 

51,306

 

 

43,688

 

 

180,033

 

 

177,308

 

Total expenses – non-GAAP

 

$

274,085

 

 

$

260,789

 

 

$

990,823

 

 

$

1,044,709

 

(1) Segment expenses include expenses incurred directly by the two historical segments.

(2) Shared support expenses include certain operating expenses that are provided by shared resources or are otherwise generally not controlled by segment management. The majority of which are for administrative support functions, such as information technology, human resources, finance, legal, and other general corporate support, and for occupancy expenses.

Table 8

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

Year

Ended

 

Three Months

Ended

Year

Ended

Total Revenue

 

 

 

 

 

 

Revenue for the three months and year ended January 31, 2020

 

$

339,203

 

$

1,303,634

 

 

$

349,462

 

$

1,336,017

 

Revenue for the three months and year ended January 31, 2021

 

$

349,100

 

$

1,273,705

 

 

$

351,428

 

$

1,287,610

 

Revenue for the three months and year ended January 31, 2021 at constant currency(1)

 

$

346,000

 

$

1,273,000

 

 

$

348,000

 

$

1,287,000

 

Reported period-over-period revenue change

 

2.9

%

(2.3)

%

 

0.6

%

(3.6)

%

% impact from change in foreign currency exchange rates

 

(0.9)

%

%

 

(1.0)

%

(0.1)

%

Constant currency period-over-period revenue change

 

2.0

%

(2.3)

%

 

(0.4)

%

(3.7)

%

 

 

 

 

 

 

 

Customer Engagement

 

 

 

 

 

 

Revenue for the three months and year ended January 31, 2020

 

$

210,058

 

$

846,525

 

 

$

214,760

 

$

873,200

 

Revenue for the three months and year ended January 31, 2021

 

$

225,080

 

$

830,247

 

 

$

226,861

 

$

840,583

 

Revenue for the three months and year ended January 31, 2021 at constant currency(1)

 

$

223,000

 

$

829,000

 

 

$

224,000

 

$

839,000

 

Reported period-over-period revenue change

 

7.2

%

(1.9)

%

 

5.6

%

(3.7)

%

% impact from change in foreign currency exchange rates

 

(1.0)

%

(0.2)

%

 

(1.3)

%

(0.2)

%

Constant currency period-over-period revenue change

 

6.2

%

(2.1)

%

 

4.3

%

(3.9)

%

 

 

 

 

 

 

 

Cyber Intelligence

 

 

 

 

 

 

Revenue for the three months and year ended January 31, 2020

 

$

129,145

 

$

457,109

 

 

$

134,702

 

$

462,817

 

Revenue for the three months and year ended January 31, 2021

 

$

124,020

 

$

443,458

 

 

$

124,567

 

$

447,027

 

Revenue for the three months and year ended January 31, 2021 at constant currency(1)

 

$

123,000

 

$

444,000

 

 

$

124,000

 

$

448,000

 

Reported period-over-period revenue change

 

(4.0)

%

(3.0)

%

 

(7.5)

%

(3.4)

%

% impact from change in foreign currency exchange rates

 

(0.8)

%

0.1

%

 

(0.4)

%

0.2

%

Constant currency period-over-period revenue change

 

(4.8)

%

(2.9)

%

 

(7.9)

%

(3.2)

%

(1) Revenue for the three months and year ended January 31, 2021 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 months and year ended January 31, 2020 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 9

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

January 31,

(in thousands, except share and per share data)

 

2021

 

2020

Assets

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

 

$

663,843

 

 

$

379,146

 

Restricted cash and cash equivalents, and restricted bank time deposits

 

27,057

 

 

43,860

 

Short-term investments

 

51,013

 

 

20,215

 

Accounts receivable, net of allowance for doubtful accounts of $6.2 million and $5.3 million, respectively

 

381,158

 

 

382,435

 

Contract assets, net

 

57,033

 

 

64,961

 

Inventories

 

20,083

 

 

20,495

 

Prepaid expenses and other current assets

 

77,555

 

 

87,946

 

Total current assets

 

1,277,742

 

 

999,058

 

Property and equipment, net

 

106,242

 

 

116,111

 

Operating lease right-of-use assets

 

88,889

 

 

102,149

 

Goodwill

 

1,485,590

 

 

1,469,211

 

Intangible assets, net

 

149,043

 

 

197,764

 

Deferred income taxes

 

14,489

 

 

13,802

 

Other assets

 

139,300

 

 

117,963

 

Total assets

 

$

3,261,295

 

 

$

3,016,058

 

 

 

 

 

 

Liabilities, Temporary Equity, and Stockholders’ Equity

 

 

 

 

Current Liabilities:

 

 

 

 

Accounts payable

 

$

76,975

 

 

$

71,604

 

Accrued expenses and other current liabilities

 

311,706

 

 

229,698

 

Current maturities of long-term debt

 

386,713

 

 

4,250

 

Contract liabilities

 

388,045

 

 

397,350

 

Total current liabilities

 

1,163,439

 

 

702,902

 

Long-term debt

 

402,781

 

 

832,798

 

Long-term contract liabilities

 

38,539

 

 

40,565

 

Operating lease liabilities

 

79,886

 

 

90,372

 

Deferred income taxes

 

36,976

 

 

39,829

 

Other liabilities

 

51,641

 

 

67,155

 

Total liabilities

 

1,773,262

 

 

1,773,621

 

Commitments and Contingencies

 

 

 

 

Temporary Equity:

 

 

 

 

Preferred stock – $0.001 par value; authorized 2,207,000; Series A Preferred Stock; 200,000 shares issued and outstanding at January 31, 2021; no shares issued and outstanding at January 31, 2020; aggregate liquidation preference and current redemption value of $206,067 at January 31, 2021.

 

200,628

 

 

 

Equity component of currently redeemable convertible notes

 

4,841

 

 

 

Total temporary equity

 

205,469

 

 

 

Stockholders’ Equity:

 

 

 

 

Common stock – $0.001 par value; authorized 120,000,000 shares. Issued 70,177,000 and 68,529,000; outstanding 65,773,000 and 64,738,000 shares at January 31, 2021 and 2020, respectively

 

70

 

 

68

 

Additional paid-in capital

 

1,726,166

 

 

1,660,889

 

Treasury stock, at cost 4,404,000 and 3,791,000 shares at January 31, 2021 and 2020, respectively

 

(208,124)

 

 

(174,134)

 

Accumulated deficit

 

(113,797)

 

 

(105,590)

 

Accumulated other comprehensive loss

 

(136,878)

 

 

(151,865)

 

Total Verint Systems Inc. stockholders’ equity

 

1,267,437

 

 

1,229,368

 

Noncontrolling interests

 

15,127

 

 

13,069

 

Total stockholders’ equity

 

1,282,564

 

 

1,242,437

 

Total liabilities, temporary equity, and stockholders’ equity

 

$

3,261,295

 

 

$

3,016,058

 

Table 10

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Year Ended

January 31,

(in thousands)

 

2021

 

2020

Cash flows from operating activities:

 

 

 

 

Net (loss) income

 

$

(107)

 

 

$

35,683

 

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

 

 

 

 

Depreciation and amortization

 

100,408

 

 

91,532

 

Provision for doubtful accounts

 

3,777

 

 

2,572

 

Stock-based compensation, excluding cash-settled awards

 

62,289

 

 

82,698

 

Change in fair value of future tranche right

 

56,146

 

 

 

Amortization of discount on convertible notes

 

12,883

 

 

12,490

 

(Benefit) provision from deferred income taxes

 

(3,735)

 

 

2,145

 

Non-cash losses (gains) on derivative financial instruments, net

 

1,362

 

 

(599)

 

Other non-cash items, net

 

(8,188)

 

 

4,544

 

Changes in operating assets and liabilities, net of effects of business combinations and divestitures:

 

 

 

 

Accounts receivable

 

(2,288)

 

 

(6,894)

 

Contract assets

 

8,379

 

 

(1,470)

 

Inventories

 

(1,508)

 

 

1,752

 

Prepaid expenses and other assets

 

(16,736)

 

 

13,523

 

Accounts payable and accrued expenses

 

49,430

 

 

(14,488)

 

Contract liabilities

 

(11,332)

 

 

27,575

 

Other liabilities

 

902

 

 

(13,290)

 

Other, net

 

2,164

 

 

131

 

Net cash provided by operating activities

 

253,846

 

 

237,904

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Cash paid for business combinations, including adjustments, net of cash acquired

 

 

 

(74,096)

 

Purchases of property and equipment

 

(27,880)

 

 

(35,028)

 

Purchases of investments

 

(151,116)

 

 

(47,407)

 

Maturities and sales of investments

 

120,937

 

 

59,324

 

Settlements of derivative financial instruments not designated as hedges

 

159

 

 

3,093

 

Cash paid for capitalized software development costs

 

(12,444)

 

 

(17,222)

 

Change in restricted bank time deposits, including long-term portion

 

31,238

 

 

(14,215)

 

Other investing activities

 

1,863

 

 

(250)

 

Net cash used in investing activities

 

(37,243)

 

 

(125,801)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Proceeds from issuance of preferred stock and future tranche right, net of issuance costs

 

197,254

 

 

 

Proceeds from borrowings

 

155,000

 

 

45,000

 

Repayments of borrowings and other financing obligations

 

(207,165)

 

 

(6,478)

 

Payments to repurchase convertible notes

 

(13,032)

 

 

 

Payments of equity issuance, debt issuance, and other debt-related costs

 

(2,287)

 

 

(212)

 

Dividends or distributions paid to noncontrolling interests

 

(5,414)

 

 

(5,488)

 

Purchases of treasury stock

 

(36,836)

 

 

(113,690)

 

Preferred stock dividend payments

 

(1,589)

 

 

 

Payments of deferred purchase price and contingent consideration for business combinations (financing portion) and other financing activities

 

(13,998)

 

 

(30,454)

 

Net cash provided by (used in) financing activities

 

71,933

 

 

(111,322)

 

Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents

 

(60)

 

 

(1,823)

 

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents

 

288,476

 

 

(1,042)

 

Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year

 

411,657

 

 

412,699

 

Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year

 

$

700,133

 

 

$

411,657

 

 

 

 

 

 

Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of year to the consolidated balance sheets:

 

 

 

 

Cash and cash equivalents

 

$

663,843

 

 

$

379,146

 

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

 

25,910

 

 

24,513

 

Restricted cash and cash equivalents included in other assets

 

10,380

 

 

7,998

 

Total cash, cash equivalents, restricted cash, and restricted cash equivalents

 

$

700,133

 

 

$

411,657

 

See notes to consolidated financial statements.

Verint Systems Inc. and Subsidiaries

Supplemental Information About Non-GAAP Financial Measures and Operating Metrics

This press release contains non-GAAP financial measures, consisting of non-GAAP revenue, non-GAAP software revenue (includes cloud and support), non-GAAP perpetual revenue, non-GAAP support revenue, non-GAAP professional services revenue, non-GAAP recurring revenue, non-GAAP nonrecurring revenue, non-GAAP cloud revenue, non-GAAP SaaS revenue, non-GAAP bundled SaaS revenue, non-GAAP unbundled SaaS revenue, non-GAAP optional managed services revenue, estimated GAAP fully allocated cost of revenue, estimated GAAP and non-GAAP fully allocated gross profit and gross margins, estimated GAAP and non-GAAP fully allocated research and development, net, estimated GAAP and non-GAAP fully allocated selling, general and administrative expenses, estimated GAAP and non-GAAP fully allocated operating income and operating margins, 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. common shares, non-GAAP diluted net income per common share attributable to Verint Systems Inc., estimated fully allocated adjusted EBITDA and adjusted EBITDA margins, net debt, additional information regarding Apax Series B investment, non-GAAP segment expenses, non-GAAP shared support expenses and constant currency measures. 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 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.

Expenses and losses on debt modification or retirement. We exclude from our non-GAAP financial measures losses on early retirements of debt attributable to refinancing or repaying our debt, and expenses incurred to modify debt terms, because we believe they are not reflective of our ongoing operations.

Change in fair value of future tranche right. On December 4, 2019, we entered into an Investment Agreement with an affiliate of Apax Partners (the “Apax Investor”), whereby the Apax Investor agreed to make an investment in us of up to $400.0 million of convertible preferred stock. In connection with the Apax Investor’s first $200.0 million investment on May 7, 2020 (for 200,000 shares of Series A Preferred Stock), we determined that our obligation to issue, and the Apax Investor’s obligation to purchase the Series B Preferred Stock in connection with the completion of the spin-off of our Cyber Intelligence Solutions business and other customary closing conditions (the “Future Tranche Right”) meets the definition of a freestanding financial instrument. This Future Tranche Right is reported at fair value as an asset or liability on our consolidated balance sheet and is remeasured at fair value each reporting period until the settlement of the right (at the time of issuance of the Series B Preferred Stock), with changes in its fair value recognized as a non-cash charge or benefit within other income (expense), net on the consolidated statement of operations. We are excluding this change in fair value of the Future Tranche Right from our non-GAAP financial measures because it is unusual in nature, can vary significantly in amount, and is unrelated to our ongoing operations.

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.

Separation expenses. On February 1, 2021, we completed the spin-off of our Cyber Intelligence business into a separate, independent publicly traded company, Cognyte Software Ltd. We have incurred and expect to incur, significant expenses in connection with the spin-off, including third-party advisory, accounting, legal, consulting, and other similar services related to the separation as well as costs associated with the operational separation of the two businesses, including those related to human resources, brand management, real estate, and information technology (which IT expenses are included in Separation expenses to the extent not capitalized). Separation expenses also include incremental cash income taxes related to the reorganization of legal entities and operations in order to effect the separation. These costs are incremental to our normal operating expenses and are being incurred solely as a result of the separation transaction. Accordingly, we are excluding these separation expenses from our non-GAAP financial measures in order to evaluate our performance on a comparable basis.

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 fees and expenses (or recoveries) related to a shareholder proxy contest that was settled in June 2019 of $(1.3) million and $7.9 million during the years ended January 31, 2021 and 2020, respectively, 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 ended January 31, 2021 is 6% and was 8% for the year ended January 31, 2020. 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 Revenue Metrics and Operating Metrics

Software (includes cloud and support) includes software licenses, appliances, SaaS and optional managed services. Recurring Software Revenue includes SaaS, optional managed services, and support revenue.

Cloud revenue primarily consists of SaaS and optional managed services.

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

Optional Managed Services is recurring services that are intended to improve our customers operations and reduce expenses.

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 incremental value of usage contracts over a rolling four quarters.

New Perpetual License Equivalent Bookings are used to normalize between perpetual and SaaS bookings and measure overall software bookings growth. We calculate new perpetual license equivalent bookings by adding to perpetual licenses an amount equal to New SaaS ACV bookings multiplied by a conversion factor that normalizes the mix of bundled and unbundled SaaS and perpetual bookings in a given period. The conversion factor used is based on our order mix and may change from period to period. The conversion factor was 1.9x for both the years ended January 31, 2021 and 2020. Management uses perpetual license equivalent bookings to understand our performance, including our software bookings growth and SaaS/perpetual license mix. This metric should not be viewed in isolation from other operating metrics that we make available to investors.

Cyber Intelligence Recurring and Nonrecurring Revenue Metrics

Recurring revenue, on both a GAAP and non-GAAP basis, primarily consists of initial and renewal support, subscription software licenses, and SaaS in certain limited transactions.

Nonrecurring revenue, on both a GAAP and non-GAAP basis, primarily consists of our perpetual licenses, long-term projects including software customizations that are recognized over time using a percentage of completion (“POC”) method, consulting, implementation and installation services, training, and hardware.

We believe that recurring and nonrecurring 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.

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.