EX-99.1 2 c98918exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
(VERINT LOGO)
Contacts:
Investor Relations
Alan Roden
Verint Systems Inc.
(631) 962-9304
alan.roden@verint.com
Press Release
Verint Files Annual Report on Form 10-K for the Year Ended January 31, 2009
Provides Updated Preliminary Financial Information for the Year Ended January 31, 2010
MELVILLE, N.Y., April 8, 2010 Verint® Systems Inc. (NQB:VRNT) today announced that it has filed an Annual Report on Form 10-K for the year ended January 31, 2009 with the Securities and Exchange Commission (“SEC”). Verint’s Quarterly Reports on Form 10-Q for the first three quarters of the year ended January 31, 2010 and Verint’s Annual Report on Form 10-K for the year ended January 31, 2010 are in process and will be filed as soon as possible. In anticipation of completing these filings, Verint has applied to re-list its shares of common stock on the NASDAQ Global Market.
“Today’s filing for the year ended January 31, 2009 is Verint’s second 10-K filing in the last three weeks. With the audit of the year ended January 31, 2010 nearly complete, we look forward to completing our remaining filings soon,” said Dan Bodner, CEO and President of Verint Systems Inc.
Below are selected GAAP and non-GAAP financial information for the year ended January 31, 2009 and updated preliminary unaudited financial information for the year ended January 31, 2010.
                                     
    Selected GAAP Information     Selected Non-GAAP Information      
    For the Years Ended January 31,     For the Years Ended January 31,      
(In thousands)   2009     2010     2009     2010      
          Preliminary           Preliminary      
 
                                   
Revenue
  $ 669,544     $ 705,000     $ 675,434     $ 705,000      
 
                                   
Gross Profit
    411,294       467,000       431,641       481,000      
Gross Margin
    61.4 %     66.2 %     63.9 %     68.2 %    
 
                                   
Operating Income (Loss)
    (15,026 )     68,000       120,444       197,000      
Operating Margin
    (2.2 %)     9.6 %     17.8 %     27.9 % (1)  
     
(1)   Our operating margin for the year ended January 31, 2010 benefited from the positive revenue impact from changes in our business practices and the application of certain revenue recognition methodologies as we worked towards completion of our financial filings, as well as other factors, including certain expense control initiatives. Therefore, as previously disclosed, we do not believe this level is sustainable.
Bodner continued, “We believe our financial results demonstrate our continued success and our leadership position in the actionable intelligence market. We have built a broad portfolio of enterprise workforce optimization and security intelligence solutions which positions us well for continued success.”

 

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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 these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), please see Tables 2 and 3 as well as “Supplemental Information About Non-GAAP Measures” at the end of this press release.
About Unaudited Preliminary Financial Information for the Year Ended January 31, 2010
This press release includes selected, unaudited financial information for the year ended January 31, 2010. These preliminary results were derived from our internal unaudited financial records and systems and are subject to adjustments, which could be material, and do not present all information necessary for an understanding of our financial performance. Careful consideration should be paid to these qualifications and the risks set forth in “Cautions About Forward-Looking Statements” below in evaluating our financial performance.

About Verint Systems Inc.

Verint® Systems Inc. is a global leader in Actionable Intelligence® solutions and value-added services.  Our solutions enable organizations of all sizes to make timely and effective decisions to improve enterprise performance and make the world a safer place.  More than 10,000 organizations in over 150 countries — including over 80% of the Fortune 100 — use Verint solutions to capture, distill, and analyze complex and underused information sources, such as voice, video, and unstructured text.  Headquartered in Melville, New York, we support our customers around the globe directly and with an extensive network of selling and support partners.  Visit us at our website www.verint.com.

Cautions About Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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 risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause actual future results or conditions to differ materially from current expectations include: risks related to potential adjustments we may be required to make to our preliminary, unaudited financial information, highlights and ranges presented herein in connection with the completion of the consolidated financial statements from which the financial information was derived, and the related audit of these consolidated financial statements, which could result in adjustments, some of which could be material; risks relating to the filing of our SEC reports, including the occurrence of known contingencies or unforeseen events that could delay our plan for completion of our outstanding financial statements, management distraction, and significant expense; risk associated with the SEC’s initiation of an administrative proceeding on March 3, 2010 to suspend or revoke the registration of our common stock under the Securities Exchange Act of 1934 due to our previous failure to file an annual report on either Form 10-K or Form 10-KSB since April 25, 2005 or quarterly reports on either Form 10-Q or Form 10-QSB since December 12, 2005; risks that the delay in the filing of our Comprehensive Form 10-K for the years ended January 31, 2008, 2007 and 2006, Annual Report on Form 10-K for the year ended January 31, 2009 and the Quarterly Reports on Form 10-Q for each of the quarters ended April 30, July 31 and October 31, 2009 may cause us to be delayed in the completion of the audit of our financial statements for the year ended January 31, 2010, resulting in a default under our credit facility if not completed and delivered to the lenders by May 1, 2010 and an event of default if not completed and delivered to the lenders by May 31, 2010 (which could result in the holders of the debt declaring all amounts outstanding to be immediately due and payable); risks related to the announcement by Standard & Poor’s (“S&P”) on January 29, 2010 that our credit rating had been placed on CreditWatch Developing, or that S&P could downgrade our credit ratings; risks associated with being a consolidated, controlled subsidiary of Comverse Technology, Inc. (“Comverse”) and formerly part of Comverse’s consolidated tax group, including risk of any future impact on us resulting from Comverse’s special committee investigation and restatement or related effects, and risks related to our dependence on Comverse to provide us with accurate financial information, including with respect to stock-based compensation expense and net operating loss carryforwards (“NOLs”) for our financial statements; uncertainty regarding the impact of general economic conditions, particularly in information technology spending, on our business; risk that our financial results will cause us not to be compliant with the leverage ratio covenant under our credit facility; risk that customers or partners delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risk that we will experience liquidity or working capital issues and related risk that financing sources will be unavailable to us on reasonable terms or at all; uncertainty regarding the future impact on our business of our internal investigation, restatement, extended filing delay, and the SEC’s administrative proceeding, including customer, partner, employee, and investor concern and potential customer and partner transaction deferrals or losses; risks relating to the remediation or inability to adequately remediate material weaknesses in our internal controls over financial reporting and relating to the proper application of highly complex accounting rules and pronouncements in order to produce accurate SEC reports on a timely basis; risks relating to our implementation and maintenance of adequate systems and internal controls for our current and future operations and reporting needs; risk of possible future restatements if the special processes being used to prepare the financial statements contained in our Annual Report on Form 10-K for the year ended January 31, 2009 or the regular recurring processes that will be used to produce future SEC reports are inadequate; risk associated with current or future regulatory actions or private litigations relating to our internal investigation, restatement, or delay in timely making required SEC filings; risk that we will be unable to re-list our common stock on a national securities exchange and maintain such listing;

 

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risks associated with Comverse controlling our board of directors and a majority of our common stock (and therefore the results of any significant stockholder vote); risks associated with significant leverage resulting from our current debt position; risks due to aggressive competition in all of our markets, including with respect to maintaining margins and sufficient levels of investment in the business and with respect to introducing quality products which achieve market acceptance; risks created by continued consolidation of competitors or introduction of large competitors in our markets with greater resources than us; risks associated with significant foreign and international operations, including exposure to fluctuations in exchange rates; risks associated with complex and changing local and foreign regulatory environments; risks associated with our ability to recruit and retain qualified personnel in all geographies in which we operate; challenges in accurately forecasting revenue and expenses; risks associated with acquisitions and related system integrations; risks relating to our ability to improve our infrastructure to support growth; risks that our intellectual property rights may not be adequate to protect our business or that others may make claims on our intellectual property or claim infringement on their intellectual property rights; risks associated with a significant amount of our business coming from domestic and foreign government customers; risk that we improperly handle sensitive or confidential information or perception of such mishandling; risks associated with dependence on a limited number of suppliers for certain components of our products; risk that we are unable to maintain and enhance relationships with key resellers, partners and systems integrators; and risk that use of our NOLs or other tax benefits may be restricted or eliminated in the future. 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 year ended January 31, 2009.
VERINT, the VERINT logo, ACTIONABLE INTELLIGENCE, POWERING ACTIONABLE INTELLIGENCE, WITNESS ACTIONABLE SOLUTIONS, STAR-GATE, RELIANT, VANTAGE, X-TRACT, NEXTIVA, EDGEVR, ULTRA, AUDIOLOG, WITNESS, the WITNESS logo, IMPACT 360, the IMPACT 360 logo, IMPROVE EVERYTHING, EQUALITY, CONTACTSTORE, EYRETEL, BLUE PUMPKIN SOFTWARE, BLUE PUMPKIN, the BLUE PUMPKIN logo, EXAMETRIC and the EXAMETRIC logo, CLICK2STAFF, STAFFSMART, AMAE SOFTWARE and the AMAE logo are trademarks and registered trademarks of Verint Systems Inc. Other trademarks mentioned are the property of their respective owners.

 

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Table 1
Verint Systems Inc. and Subsidiaries
Selected GAAP Consolidated Statement of Operations Information
(In thousands, except per share data)
NOTE: The information presented below for the year ended January 31, 2010 is unaudited and subject to adjustments. These adjustments could be significant.
                         
    For the Years Ended January 31,  
    2008     2009     2010(1)  
                Preliminary  
 
                       
Revenue
  $ 534,543     $ 669,544     $ 705,000  
 
                       
Cost of revenue
    230,042       258,250       238,000  
 
                 
 
                       
Gross profit
    304,501       411,294       467,000  
 
                       
Operating expenses
    419,131       426,320       399,000  
 
                 
 
                       
Operating income (loss)
    (114,630 )     (15,026 )     68,000  
 
                       
Other expense, net
    (55,186 )     (43,880 )        
 
                   
 
                       
Loss before income taxes and noncontrolling interest
    (169,816 )     (58,906 )        
Provision for income taxes
    27,729       19,671          
Noncontrolling interest in net income of joint venture
    1,064       1,811          
 
                   
Net loss
    (198,609 )     (80,388 )        
Dividends on preferred stock
    (8,681 )     (13,064 )        
 
                   
Net loss applicable to common shares
  $ (207,290 )   $ (93,452 )        
 
                   
 
                       
Net loss per share
                       
Basic
  $ (6.43 )   $ (2.88 )        
 
                   
Diluted
  $ (6.43 )   $ (2.88 )        
 
                   
 
                       
Weighted average common shares outstanding
                       
Basic
    32,222       32,394          
 
                   
Diluted
    32,222       32,394          
 
                   
     
(1)   January 31, 2010 excludes potential special charges such as impairments of goodwill and other acquired intangible assets because we have not completed the impairment testing for that period.

 

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Table 2
Verint Systems Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Results
(In thousands, except per share data)
NOTE: The information presented below for the year ended January 31, 2010 is unaudited and subject to adjustments. These adjustments could be significant.
                         
    For the Years Ended January 31,  
    2008     2009     2010(1)  
                Preliminary  
 
                       
Table of Reconciliation from GAAP Revenue to Non-GAAP Revenue
                       
 
                       
GAAP revenue
  $ 534,543     $ 669,544     $ 705,000  
Revenue adjustments related to acquisitions
    37,254       5,890        
 
                 
Non-GAAP revenue
  $ 571,797     $ 675,434     $ 705,000  
 
                 
 
                       
Table of Reconciliation from GAAP Gross Profit to Non-GAAP Gross Profit
                       
 
                       
GAAP gross profit
  $ 304,501     $ 411,294     $ 467,000  
Revenue adjustments related to acquisitions
    37,254       5,890        
Amortization and impairment of acquired technology and backlog
    8,018       9,024       8,000  
Stock-based compensation expenses
    4,548       5,433       6,000  
Expenses related to our restatement and extended filing delay
    2,427              
 
                 
Non-GAAP gross profit
  $ 356,748     $ 431,641     $ 481,000  
 
                 
 
                       
Table of Reconciliation from GAAP Operating Income (Loss) to Non-GAAP Operating Income
                       
 
                       
GAAP operating income (loss)
  $ (114,630 )   $ (15,026 )   $ 68,000  
Revenue adjustments related to acquisitions
    37,254       5,890        
Amortization and impairment of acquired technology and backlog
    8,018       9,024       8,000  
Amortization of other acquired intangible assets
    19,668       25,249       22,000  
Impairments of goodwill and other acquired intangible assets
    22,934       25,961        
In-process research and development
    6,682              
Integration costs
    10,980       3,261        
Restructuring costs
    3,308       5,685        
Other legal costs (recoveries)
    8,708       (4,292 )      
Stock-based compensation expenses
    31,061       36,011       44,000  
Acquisition related professional fees
                1,000  
Expenses related to our restatement and extended filing delay
    41,422       28,681       54,000  
 
                 
Non-GAAP operating income
  $ 75,405     $ 120,444     $ 197,000  
 
                 
 
                       
Table of Reconciliation from GAAP Other Expense, net to Non-GAAP Other Expense, net
                       
 
                       
GAAP other expense, net
  $ (55,186 )   $ (43,880 )        
Unrealized gains and losses on investments and derivatives
    26,703       (1,807 )        
 
                   
Non-GAAP other expense, net
  $ (28,483 )   $ (45,687 )        
 
                   
 
                       
Table of Reconciliation from GAAP Tax Provision to Non-GAAP Tax Provision
                       
 
                       
GAAP tax provision
  $ 27,729     $ 19,671          
Non-cash tax adjustments
    (23,616 )     (16,352 )        
 
                   
Non-GAAP tax provision
  $ 4,113     $ 3,319          
 
                   
 
                       
Table of Reconciliation from GAAP Net Loss Applicable to Common Shares to Non-GAAP Net Income Applicable to Common Shares
                       
 
                       
GAAP net loss applicable to common shares
  $ (207,290 )   $ (93,452 )        
Revenue adjustments related to acquisitions
    37,254       5,890          
Amortization and impairment of acquired technology and backlog
    8,018       9,024          
Amortization of other acquired intangible assets
    19,668       25,249          
Impairments of goodwill and other acquired intangible assets
    22,934       25,961          
In-process research and development
    6,682                
Integration costs
    10,980       3,261          
Restructuring costs
    3,308       5,685          
Other legal costs (recoveries)
    8,708       (4,292 )        
Stock-based compensation expenses
    31,061       36,011          
Expenses related to our restatement and extended filing delay
    41,422       28,681          
Unrealized gains and losses on investments and derivatives
    26,703       (1,807 )        
Non-cash tax adjustments
    23,616       16,352          
 
                   
Non-GAAP net income applicable to common shares
  $ 33,064     $ 56,563          
 
                   
 
                       
Table Comparing GAAP Diluted Net Loss Per Share to Non-GAAP Net Income Per Share
                       
 
                       
GAAP diluted net loss per share
  $ (6.43 )   $ (2.88 )        
 
                   
 
                       
Non-GAAP diluted net income per share
  $ 1.00     $ 1.65          
 
                   
 
                       
Shares used in computing US GAAP diluted net loss per share (in thousands)
    32,222       32,394          
 
                   
 
                       
Shares used in computing non-GAAP diluted net income per share (in thousands)
    33,035       42,298          
 
                   
     
(1)   January 31, 2010 excludes potential special charges such as impairments of goodwill and other acquired intangible assets because we have not completed the impairment testing for that period.

 

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Table 3
Verint Systems Inc. and Subsidiaries
GAAP and Non-GAAP Segment Revenue
(In thousands)
NOTE: The information presented below for the year ended January 31, 2010 is unaudited and subject to adjustments. These adjustments could be significant.
                         
    For the Years Ended January 31,  
    2008     2009     2010  
                Preliminary  
 
                       
GAAP Revenue By Segment
                       
Enterprise Workforce Optimization Segment
  $ 260,938     $ 352,367     $ 375,000  
 
                 
 
                       
Video Intelligence Segment
    147,225       127,012       145,000  
Communications Intelligence and Investigative Segment
    126,380       190,165       185,000  
 
                 
Total Video and Communications Intelligence
    273,605       317,177       330,000  
 
                 
 
                       
GAAP Total Revenue
  $ 534,543     $ 669,544     $ 705,000  
 
                 
 
                       
Revenue adjustments related to acquisitions
  $ 37,254     $ 5,890     $  
 
                 
 
                       
Non-GAAP Revenue By Segment
                       
Enterprise Workforce Optimization Segment
  $ 298,192     $ 358,257     $ 375,000  
 
                 
 
                       
Video Intelligence Segment
    147,225       127,012       145,000  
Communications Intelligence and Investigative Segment
    126,380       190,165       185,000  
 
                 
Total Video and Communications Intelligence
    273,605       317,177       330,000  
 
                 
 
                       
Non-GAAP Total Revenue
  $ 571,797     $ 675,434     $ 705,000  
 
                 

 

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Table 4
Verint Systems Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share data)
                 
    As of January 31,  
    2008     2009  
 
               
Assets
               
Current Assets:
               
Cash and cash equivalents
  $ 83,233     $ 115,928  
Restricted cash and bank time deposits
    3,612       7,722  
Accounts receivable, net of allowance for doubtful accounts of $6.5 million and $6.0 million, respectively.
    116,427       113,178  
Inventories
    19,525       20,455  
Deferred cost of revenue
    8,698       8,935  
Deferred income taxes
    30,991       14,314  
Prepaid expenses and other current assets
    31,565       32,434  
 
           
Total current assets
    294,051       312,966  
 
           
Property and equipment, net
    36,315       30,544  
Goodwill
    785,014       709,984  
Intangible assets, net
    249,542       200,203  
Capitalized software development costs, net
    10,272       10,489  
Deferred cost of revenue
    64,043       47,913  
Deferred income taxes
    12,686       6,478  
Other assets
    40,352       18,816  
 
           
Total assets
  $ 1,492,275     $ 1,337,393  
 
           
 
               
Liabilities, Preferred Stock, and Stockholders’ Equity (Deficit)
               
Current Liabilities:
               
Accounts payable
  $ 49,434     $ 38,484  
Accrued expenses and other liabilities
    143,941       144,067  
Current maturities of long-term debt
          4,088  
Deferred revenue
    157,803       160,918  
Deferred income taxes
    1,021       403  
Liabilities to affiliates
    1,277       1,389  
Income taxes payable
    3,360       2,271  
 
           
Total current liabilities
    356,836       351,620  
 
           
Long-term debt
    610,000       620,912  
Deferred income taxes
    18,990       13,424  
Deferred revenue
    114,897       88,985  
Other liabilities
    68,591       53,653  
 
           
Total liabilities
    1,169,314       1,128,594  
 
           
Preferred Stock — $0.001 par value; authorized 2,500,000 shares. Series A convertible preferred stock; 293,000 shares issued and outstanding; aggregate liquidation preference and redemption value of $313,575 at January 31, 2009.
    293,663       285,542  
 
           
Commitments and Contingencies
               
Stockholders’ Equity (Deficit):
               
Common stock — $0.001 par value; authorized 120,000,000 shares. Issued 32,600,000 and 32,623,000 shares, respectively; outstanding 32,526,000 and 32,535,000 shares, respectively.
    32       32  
Additional paid-in capital
    387,537       419,937  
Treasury stock, at cost — 74,000 and 88,000 shares, respectively.
    (2,094 )     (2,353 )
Accumulated deficit
    (355,567 )     (435,955 )
Accumulated other comprehensive loss
    (610 )     (58,404 )
 
           
Total stockholders’ equity (deficit)
    29,298       (76,743 )
 
           
Total liabilities, preferred stock, and stockholders’ equity (deficit)
  $ 1,492,275     $ 1,337,393  
 
           

 

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Table 5
Verint Systems Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
                 
    For the Years Ended January 31,  
    2008     2009  
 
               
Cash flows from operating activities:
               
Net loss
  $ (198,609 )   $ (80,388 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Depreciation and amortization
    46,791       55,142  
Provision for doubtful accounts
    3,380       793  
Impairments of assets
    28,083       25,961  
In-process research and development
    6,682        
Stock-based compensation
    31,013       32,040  
Provision for deferred income taxes
    19,992       17,768  
Non-cash losses on derivative financial instruments, net
    22,267       14,591  
Non-cash gains on sales of auction rate securities
          (4,713 )
Other non-cash items, net
    2,631       2,252  
Changes in operating assets and liabilities, net of effects of business combinations:
               
Accounts receivable
    (20,184 )     (3,328 )
Inventories
    1,005       (2,761 )
Deferred cost of revenue
    5,613       12,201  
Accounts payable and accrued expenses
    8,480       (10,754 )
Deferred revenue
    25,130       (7,329 )
Prepaid expenses and other assets
    14,040       8,876  
Other liabilities
    4,697       (6,877 )
Other, net
    (1,310 )     161  
 
           
Net cash provided by (used in) operating activities
    (299 )     53,635  
 
           
 
               
Cash flows from investing activities:
               
Cash paid for business combinations, net of cash acquired, including payments of contingent consideration
    (953,154 )     (3,092 )
Purchases of property and equipment
    (14,247 )     (11,113 )
Purchases of investments
    (208,000 )      
Sales and maturities of investments
    328,465       7,000  
Settlement of derivative financial instruments not designated as hedges
          (10,041 )
Cash paid for capitalized software development costs
    (4,624 )     (4,547 )
Other investing activities
    (173 )     (4,454 )
 
           
Net cash used in investing activities
    (851,733 )     (26,247 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from issuance of preferred stock
    293,000        
Proceeds from borrowings
    650,000       15,000  
Repayments of borrowings and other financing obligations
    (42,496 )     (2,869 )
Payment of debt issuance costs and other debt related costs
    (13,606 )     (150 )
Other financing activities
    (1,881 )     (93 )
 
           
Net cash provided by financing activities
    885,017       11,888  
 
           
Effect of exchange rate changes on cash and cash equivalents
    923       (6,581 )
 
           
Net increase in cash and cash equivalents
    33,908       32,695  
Cash and cash equivalents, beginning of period
    49,325       83,233  
 
           
Cash and cash equivalents, end of period
  $ 83,233     $ 115,928  
 
           
 
               
Supplemental disclosures of cash flow information:
               
Cash paid for interest
  $ 30,680     $ 36,544  
 
           
Cash paid for income taxes
  $ 4,113     $ 3,319  
 
           
Non-cash investing and financing transactions:
               
Fair value of stock options exchanged in connection with business combinations
  $ 4,717     $  
 
           
Accrued but unpaid purchases of property and equipment
  $ 1,466     $ 382  
 
           
Inventory transfers to property and equipment
  $ 795     $ 1,325  
 
           
Business combination consideration earned, but paid in subsequent periods
  $ 1,796     $  
 
           
Settlement of embedded derivative
  $     $ 8,121  
 
           
Dividend to noncontrolling interest - declared, but paid in subsequent period
  $     $ 2,142  
 
           

 

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Verint Systems Inc. and Subsidiaries
Supplemental Information About Non-GAAP Measures
This press release contains non-GAAP measures. Tables 2 and 3 include a reconciliation of each non-GAAP financial measure presented in this press release to the most directly comparable financial measure prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Non-GAAP measures should not be considered in isolation or as a substitute for comparable measures of financial performance prepared in accordance with GAAP. We believe that the non-GAAP 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 that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.
We believe that the non-GAAP measures presented in the press release provide meaningful supplemental information regarding Verint’s operating results primarily because they exclude non-cash charges or items that we do not consider part of ongoing operating results when planning and forecasting and when assessing the performance of our business, with our individual operating segments or our senior management. We believe that our non-GAAP measures also facilitate the comparison by management and investors of results between periods and among our peer companies.
As set forth in Table 2, our non-GAAP measures reflect adjustments to the corresponding GAAP measure based on the items set forth below. The purpose of these adjustments is to give an indication of our performance exclusive of certain non-cash charges and other items that are considered by our senior management to be outside of our ongoing operating results.
Acquisition Related Adjustments
Acquisition related adjustments include (i) revenue adjustments related to acquisitions, (ii) amortization of acquisition-related intangibles, (iii) integration costs, (iv) acquisition related write-downs, (v) in-process research and development, (vi) impairment of goodwill and intangible assets and (vii) acquisition related professional fees. These adjustments are discussed below.
Revenue adjustments related to acquisitions. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to acquired customer support contracts which would have otherwise been recognized on a standalone basis. We also exclude certain sales concession adjustments associated with acquisitions, relating to accounts receivable balances that existed prior to the acquisition date. We exclude these adjustments from our non-GAAP measures because these are not reflective of our ongoing operations.
Amortization of acquisition-related intangibles. 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 them over their useful lives. We exclude the amortization of acquisition-related intangibles from our non-GAAP measures. These expenses are excluded from our non-GAAP measures because they are non-cash charges. In addition, these amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. Thus, we also exclude these amounts to provide better comparability of pre- and post-acquisition operating results.
Integration costs. We exclude from our non-GAAP measures expenses directly related to the integration of acquired entities. These expenses are excluded from our non-GAAP measures because they are not reflective of our ongoing operations.
In-process research and development. We exclude from our non-GAAP measures the fair value of in-process research and development upon the date of an acquisition, which represents incomplete research and development projects that had not yet reached technological feasibility and have no known alternative future use as of the date of the acquisition. These expenses are excluded from our non-GAAP measures because they are non-cash charges.
Impairment of goodwill and other acquired intangible assets. Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired. We exclude from our non-GAAP measures charges relating to impairment of goodwill and acquired identifiable intangible assets. These expenses are excluded from our non-GAAP measures because they are non-cash charges.

 

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Other legal costs and recoveries. We exclude from our non-GAAP measures other legal fees and settlements associated with certain intellectual property inherited from acquisitions and certain other litigation unrelated to acquisitions. We excluded these items from our non-GAAP results because they are not reflective of our ongoing operations.
Acquisition related professional fees. We exclude from our non-GAAP measures legal and other professional fees associated with acquisitions. We excluded these items from our non-GAAP results because they are not reflective of our ongoing operations.
Other Adjustments
Stock-based compensation expenses. We exclude stock-based compensation expenses related to stock options, restricted stock awards and units and phantom stock from our non-GAAP measures. These expenses are excluded from our non-GAAP measures because they are predominately non-cash charges.
Expenses related to our restatement and extended filing delay. We exclude from our non-GAAP measures expenses associated with our restatement of previously filed financial statements and our extended filing delay. These expenses included professional fees and related expenses as well as expenses associated with a special cash retention program. These expenses are excluded from our non-GAAP measures because they are not reflective of our ongoing operations.
Restructuring costs. We exclude from our non-GAAP measures expense associated with the restructuring of our operations due to internal or external market factors. These expenses are excluded from our non-GAAP measures because they are not reflective of our ongoing operations.
Unrealized gains and losses on investments and derivatives. We exclude from our non-GAAP measures investment write-down in auction rate securities and unrealized gain/(loss) on embedded derivatives, interest rate swaps, and foreign currency derivatives. These gains/(expenses) are excluded from our non-GAAP measures because they are non-cash gains/(charges).
Non-cash tax adjustments. Our non-GAAP provision reflects the amount of taxes we actually paid. Non-cash tax adjustments is the difference between this amount and our GAAP tax provision.

 

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