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8-K - 8-K - VERINT SYSTEMS INCoctober3120148-kearningspr.htm






Press Release

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

Verint Announces Third Quarter Results

Conference Call to Discuss Selected Financial Information and Outlook to be Held Today at 4:30 p.m. ET

MELVILLE, N.Y., December 3, 2014 - Verint® Systems Inc. (NASDAQ: VRNT), a global leader in Actionable Intelligence® solutions and value-added services, today announced results for the three and nine months ended October 31, 2014.

“We are pleased with our strong third quarter results which reflect our focus on innovation and our expanding portfolio of actionable intelligence solutions for a smarter world. Our third quarter performance follows the strong execution we had in our first two quarters, and we believe we are well positioned to finish the year strong, and to sustain long-term growth,” said Dan Bodner, CEO and President.


Financial Highlights
Below is selected unaudited financial information for the three and nine months ended October 31, 2014 prepared in accordance with generally accepted accounting principles (“GAAP”) and not in accordance with GAAP (“non-GAAP”).
Three Months Ended October 31, 2014 - GAAP
 
Three Months Ended October 31, 2014 - Non-GAAP
 
Revenue: $282.6 million
 
 
Revenue: $288.5 million
 
Operating Income: $24.4 million
 
 
Operating Income: $64.7 million
 
Diluted EPS: $0.17
 
 
Diluted EPS: $0.84
Nine Months Ended October 31, 2014 - GAAP
 
Nine Months Ended October 31, 2014 - Non-GAAP
 
Revenue: $816.8 million
 
 
Revenue: $842.6 million
 
Operating Income: $36.8 million
 
 
Operating Income: $174.3 million
 
Diluted EPS: $0.45
 
 
Diluted EPS: $2.28













Financial Outlook
Below is Verint’s non-GAAP outlook for the year ending January 31, 2015.

We are slightly increasing the mid-point of our revenue outlook, narrowing our revenue range to $1.140 billion to $1.165 billion.
Our guidance for diluted earnings per share is unchanged at a range of $3.35 to $3.50.

Below is Verint’s non-GAAP preliminary outlook for the year ending January 31, 2016.

We are introducing a revenue range of $1.225 billion to $1.275 billion.
We are introducing a diluted earnings per share range of $3.65 to $3.85.

Conference Call Information
We will conduct a conference call today at 4:30 p.m. ET to discuss our results for the three and nine months ended October 31, 2014 and outlook for the year ending January 31, 2015. An online, real-time webcast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 1-877-299-4454 (United States and Canada) and 1-617-597-5447 (international) and the passcode is 92895301. 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 Tables 2 and 3 as well as "Supplemental Information About Non-GAAP Financial Measures" at the end of this press release.

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

We are not providing a quantitative reconciliation of our non-GAAP outlook to the corresponding GAAP information because the GAAP measures that we exclude from our non-GAAP outlook, other than those described below, are difficult to predict and are primarily dependent on future uncertainties. The more significant GAAP measures excluded from our non-GAAP outlook for which we do not prepare a reconcilable GAAP forecast include revenue adjustments related to acquisitions, stock-based compensation, and income taxes.
Our non-GAAP outlook for the year ending January 31, 2015 excludes the following known GAAP measures:
Amortization of intangible assets - approximately $78 million;                                  
Amortization of discount on convertible notes - approximately $6 million; and
Losses on early retirements of debt - approximately $13 million.

Our non-GAAP outlook for the year ending January 31, 2016 excludes the following known GAAP measures:

Amortization of intangible assets - approximately $77 million; and                                
Amortization of discount on convertible notes - approximately $10 million.

About Verint Systems Inc.
Verint® (NASDAQ: VRNT) is a global leader in Actionable Intelligence® solutions. Actionable Intelligence is a necessity in a dynamic world of massive information growth because it empowers organizations with crucial insights and enables decision makers to anticipate, respond, and take action.  Our Actionable Intelligence solutions help organizations address three important challenges: Customer Engagement Optimization; Security Intelligence; and Fraud, Risk, and Compliance. Today, more than 10,000 organizations in over 180 countries, including over 80 percent of the Fortune 100, use Verint solutions to improve enterprise performance and make the world a safer place. Learn more at www.verint.com.

Cautions About Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management's





expectations that involve a number of known and unknown risks, uncertainties, assumptions and other important factors, any of which could cause our actual results or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause our actual results or conditions to differ materially from current expectations include, among others: uncertainties regarding the impact of general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business; risks associated with our ability to keep pace with technological changes and evolving industry standards in our product offerings and to successfully develop, launch, and drive demand for new and enhanced, innovative, high-quality products that meet or exceed customer needs; risks due to aggressive competition in all of our markets, including with respect to maintaining margins and sufficient levels of investment in our business; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with capital constraints, valuations, costs and expenses, maintaining profitability levels, management distraction, post-acquisition integration activities, and potential asset impairments; risks relating to our ability to effectively and efficiently execute on our growth strategy, including managing investments in our business and operations and enhancing and securing our internal and external operations; risks associated with our ability to effectively and efficiently allocate limited financial and human resources to business, development, strategic, or other opportunities that may not come to fruition or produce satisfactory returns; risks that we may be unable to maintain and enhance relationships with key resellers, partners, and systems integrators; risks associated with the mishandling or perceived mishandling of sensitive or confidential information, security lapses, or with information technology system failures or disruptions; risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, and fluctuations in foreign exchange rates; risks associated with a significant amount of our business coming from domestic and foreign government customers, including the ability to maintain security clearances for certain projects; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate; risks associated with our ability to recruit and retain qualified personnel in regions in which we operate; challenges associated with selling sophisticated solutions, long sales cycles, and emphasis on larger transactions, including in assisting customers in realizing the benefits of our solutions and in accurately forecasting revenue and expenses and in maintaining profitability; 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 or claim infringement on their intellectual property rights; risks that our products may contain defects, which could expose us to substantial liability; risks associated with our dependence on a limited number of suppliers or original equipment manufacturers for certain components of our products, including companies that may compete with us or work with our competitors; risks that our customers or partners delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings; risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. (“CTI”), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of CTI's former subsidiary, Comverse, Inc., being unwilling or unable to provide us with certain indemnities or transition services to which we are entitled; risks relating to our ability to successfully implement and maintain adequate systems and internal controls for our current and future operations and reporting needs and related risks of financial statement omissions, misstatements, restatements, or filing delays; and risks associated with changing tax rates, tax laws and regulations, and the continuing availability of expected tax benefits, including those expected as a result of acquisitions. 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, 2014, our Quarterly Report on Form 10-Q for the quarter ended October 31, 2014, when filed, and other filings we make with the SEC.
VERINT, ACTIONABLE INTELLIGENCE, MAKE BIG DATA ACTIONABLE, CUSTOMER-INSPIRED EXCELLENCE, INTELLIGENCE IN ACTION, IMPACT 360, WITNESS, VERINT VERIFIED, KANA, LAGAN, VOVICI, GMT, VICTRIO, AUDIOLOG, ENTERPRISE INTELLIGENCE SOLUTIONS, SECURITY INTELLIGENCE SOLUTIONS, VOICE OF THE CUSTOMER ANALYTICS, NEXTIVA, EDGEVR, RELIANT, VANTAGE, STAR-GATE, ENGAGE, CYBERVISION, FOCALINFO, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners.






Table 1
VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands, except per share data)
 
2014
 
2013
 
2014
 
2013
Revenue:
 
 

 
 

 
 
 
 
Product
 
$
118,346

 
$
101,974

 
$
339,657

 
$
287,189

Service and support
 
164,228

 
122,340

 
477,126

 
364,358

  Total revenue
 
282,574

 
224,314

 
816,783

 
651,547

Cost of revenue:
 
 

 
 

 
 
 
 
Product
 
32,925

 
33,322

 
104,524

 
94,584

Service and support
 
60,082

 
36,900

 
178,939

 
115,568

Amortization of acquired technology and backlog
 
8,096

 
1,935

 
23,018

 
7,920

  Total cost of revenue
 
101,103

 
72,157

 
306,481

 
218,072

Gross profit
 
181,471

 
152,157

 
510,302

 
433,475

Operating expenses:
 
 

 
 

 
 
 
 
Research and development, net
 
43,008

 
30,704

 
128,408

 
91,935

Selling, general and administrative
 
102,738

 
77,472

 
310,946

 
240,540

Amortization of other acquired intangible assets
 
11,367

 
6,150

 
34,124

 
18,193

  Total operating expenses
 
157,113

 
114,326

 
473,478

 
350,668

Operating income
 
24,358

 
37,831

 
36,824

 
82,807

Other income (expense), net:
 
 

 
 

 
 
 
 
Interest income
 
208

 
242

 
683

 
563

Interest expense
 
(8,494
)
 
(7,416
)
 
(28,103
)
 
(21,987
)
Losses on early retirements of debt
 

 

 
(12,546
)
 
(9,879
)
Other income (expense), net
 
167

 
(646
)
 
1,266

 
(5,013
)
  Total other expense, net
 
(8,119
)
 
(7,820
)
 
(38,700
)
 
(36,316
)
Income (loss) before provision for (benefit from) income taxes
 
16,239

 
30,011

 
(1,876
)
 
46,491

Provision for (benefit from) income taxes
 
4,766

 
5,957

 
(31,788
)
 
11,869

Net income
 
11,473

 
24,054

 
29,912

 
34,622

Net income attributable to noncontrolling interest
 
803

 
1,567

 
3,564

 
3,752

Net income attributable to Verint Systems Inc.
 
10,670

 
22,487

 
26,348

 
30,870

Dividends on preferred stock
 

 

 

 
(174
)
Net income attributable to Verint Systems Inc. common shares
 
$
10,670


$
22,487

 
$
26,348

 
$
30,696

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

 
 

 
 
 
 
Basic
 
$
0.18

 
$
0.42

 
$
0.46

 
$
0.58

Diluted
 
$
0.17

 
$
0.42

 
$
0.45

 
$
0.57

 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
60,644

 
53,374

 
57,222

 
52,781

Diluted
 
61,492

 
53,946

 
58,332

 
53,561











Table 2
VERINT SYSTEMS INC. AND SUBSIDIARIES
Segment Revenue
(Unaudited)
 
 
 
Three Months Ended
 October 31,
 
Nine Months Ended
 October 31,
 (in thousands)
 
2014
 
2013
 
2014
 
2013
GAAP Revenue By Segment:
 
 
 
 
 
 
 
 
   Enterprise Intelligence
 
$
165,526

 
$
125,897

 
$
481,119

 
$
364,693

   Communications Intelligence
 
93,040

 
71,130

 
256,165

 
198,633

   Video Intelligence
 
24,008

 
27,287

 
79,499

 
88,221

GAAP Total Revenue
 
$
282,574

 
$
224,314

 
$
816,783

 
$
651,547

 
 
 
 
 
 
 
 
 
Revenue Adjustments Related to Acquisitions:
 
 
 
 
 
 
 
 
   Enterprise Intelligence
 
$
5,744

 
$
323

 
$
25,263

 
$
692

   Communications Intelligence
 
201

 
119

 
523

 
530

   Video Intelligence
 

 

 

 
167

Total Revenue Adjustments Related to Acquisitions
 
$
5,945

 
$
442

 
$
25,786

 
$
1,389

 
 
 
 
 
 
 
 
 
Non-GAAP Revenue By Segment:
 
 
 
 
 
 
 
 
   Enterprise Intelligence
 
$
171,270

 
$
126,220

 
$
506,382

 
$
365,385

   Communications Intelligence
 
93,241

 
71,249

 
256,688

 
199,163

   Video Intelligence
 
24,008

 
27,287

 
79,499

 
88,388

Non-GAAP Total Revenue
 
$
288,519

 
$
224,756

 
$
842,569

 
$
652,936

 
 
 
 
 
 
 
 
 






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


 
 
Three Months Ended
 October 31,
 
Nine Months Ended
 October 31,
 (in thousands, except per share data)
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Gross Profit to Non-GAAP Gross Profit
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
181,471

 
$
152,157

 
$
510,302

 
$
433,475

Revenue adjustments related to acquisitions
 
5,945

 
442

 
25,786

 
1,389

Amortization of acquired technology and backlog
 
8,096

 
1,935

 
23,018

 
7,920

Stock-based compensation expenses
 
1,165

 
701

 
3,491

 
1,780

M&A and other adjustments
 
(1,078
)
 
6

 
3,587

 
384

Non-GAAP gross profit
 
$
195,599

 
$
155,241

 
$
566,184

 
$
444,948

 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Operating Income to Non-GAAP Operating Income and Non-GAAP EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP operating income
 
$
24,358

 
$
37,831

 
$
36,824

 
$
82,807

Revenue adjustments related to acquisitions
 
5,945

 
442

 
25,786

 
1,389

Amortization of acquired technology and backlog
 
8,096

 
1,935

 
23,018

 
7,920

Amortization of other acquired intangible assets
 
11,367

 
6,150

 
34,124

 
18,193

Stock-based compensation expenses
 
12,626

 
9,729

 
38,553

 
25,154

M&A and other adjustments
 
2,295

 
312

 
15,960

 
9,060

Non-GAAP operating income
 
64,687

 
56,399

 
174,265

 
144,523

GAAP depreciation and amortization (1)
 
24,323

 
12,407

 
72,063

 
38,556

Amortization of acquired technology and backlog
 
(8,096
)
 
(1,935
)
 
(23,018
)
 
(7,920
)
Amortization of other acquired intangible assets
 
(11,367
)
 
(6,150
)
 
(34,124
)
 
(18,193
)
Non-GAAP depreciation and amortization
 
4,860

 
4,322

 
14,921

 
12,443

Non-GAAP EBITDA
 
$
69,547

 
$
60,721

 
$
189,186

 
$
156,966

 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Other Expense, Net to Non-GAAP Other Expense, Net
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP other expense, net
 
$
(8,119
)
 
$
(7,820
)
 
$
(38,700
)
 
$
(36,316
)
Losses on early retirements of debt
 

 

 
12,546

 
9,879

Unrealized (gains) losses on derivatives, net
 
(1,562
)
 
585

 
(1,742
)
 
249

Amortization of convertible note discount
 
2,417

 

 
3,565

 

M&A and other adjustments
 
(154
)
 
347

 
(79
)
 
1,644

Non-GAAP other expense, net
 
$
(7,418
)
 
$
(6,888
)
 
$
(24,410
)
 
$
(24,544
)
 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Provision for (Benefit from) Income Taxes to Non-GAAP Provision for Income Taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP provision for (benefit from) income taxes
 
$
4,766

 
$
5,957

 
$
(31,788
)
 
$
11,869

Non-cash tax adjustments
 
(24
)
 
(1,140
)
 
45,113

 
478

Non-GAAP provision for income taxes
 
$
4,742

 
$
4,817

 
$
13,325

 
$
12,347

 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Net Income Attributable to Verint Systems Inc. to Non-GAAP Net Income Attributable to Verint Systems Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income attributable to Verint Systems Inc.
 
$
10,670

 
$
22,487

 
$
26,348

 
$
30,870

Revenue adjustments related to acquisitions
 
5,945

 
442

 
25,786

 
1,389

Amortization of acquired technology and backlog
 
8,096

 
1,935

 
23,018

 
7,920

Amortization of other acquired intangible assets
 
11,367

 
6,150

 
34,124

 
18,193






Stock-based compensation expenses
 
12,626

 
9,729

 
38,553

 
25,154

M&A and other adjustments
 
2,141

 
659

 
15,881

 
10,704

Losses on early retirements of debt
 

 

 
12,546

 
9,879

Unrealized (gains) losses on derivatives, net
 
(1,562
)
 
585

 
(1,742
)
 
249

Amortization of convertible note discount
 
2,417

 

 
3,565

 

Non-cash tax adjustments
 
24

 
1,140

 
(45,113
)
 
(478
)
Total GAAP net income adjustments
 
41,054

 
20,640

 
106,618

 
73,010

Non-GAAP net income attributable to Verint Systems Inc.
 
$
51,724

 
$
43,127

 
$
132,966

 
$
103,880

 
 
 
 
 
 
 
 
 
Table of Reconciliation from GAAP Net Income Attributable to Verint Systems Inc. Common Shares to Non-GAAP Net Income Attributable to Verint Systems Inc. Common Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income attributable to Verint Systems Inc. common shares
 
$
10,670

 
$
22,487

 
$
26,348

 
$
30,696

Total GAAP net income adjustments
 
41,054

 
20,640

 
106,618

 
73,010

Non-GAAP net income attributable to Verint Systems Inc. common shares
 
$
51,724

 
$
43,127

 
$
132,966

 
$
103,706

 
 
 
 
 
 
 
 
 
Table Comparing GAAP Diluted Net Income Per Common Share Attributable to Verint Systems Inc. to Non-GAAP Diluted Net Income Per Common Share Attributable to Verint Systems Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP diluted net income per common share attributable to Verint Systems Inc.
 
$
0.17

 
$
0.42

 
$
0.45

 
$
0.57

 
 
 
 
 
 
 
 
 
Non-GAAP diluted net income per common share attributable to Verint Systems Inc.
 
$
0.84

 
$
0.80

 
$
2.28

 
$
1.93

 
 
 
 
 
 
 
 
 
Shares used in computing GAAP diluted net income per common share
 
61,492

 
53,946

 
58,332

 
53,561

 
 
 
 
 
 
 
 
 
Shares used in computing non-GAAP diluted net income per common share
 
61,492

 
53,946

 
58,332

 
53,725

 
 
 
 
 
 
 
 
 
 (1) Adjusted for financing fee amortization.
 
 
 
 
 
 
 
 






Table 4
VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)

 
 
October 31,
 
January 31,
(in thousands, except share and per share data)
 
2014
 
2014
Assets
 
 

 
 

Current Assets:
 
 

 
 

Cash and cash equivalents
 
$
192,335

 
$
378,618

Restricted cash and bank time deposits
 
39,930

 
6,423

Short-term investments
 
40,136

 
32,049

Accounts receivable, net of allowance for doubtful accounts of $1.1 million and $1.2 million, respectively
 
252,003

 
194,312

Inventories
 
21,502

 
10,693

Deferred cost of revenue
 
11,149

 
10,818

Prepaid expenses and other current assets
 
70,111

 
61,478

  Total current assets
 
627,166

 
694,391

Property and equipment, net
 
59,541

 
40,145

Goodwill
 
1,221,004

 
853,389

Intangible assets, net
 
336,297

 
132,847

Capitalized software development costs, net
 
9,031

 
8,483

Long-term deferred cost of revenue
 
12,730

 
9,843

Other assets
 
41,341

 
33,809

  Total assets
 
$
2,307,110

 
$
1,772,907

 
 
 
 
 
Liabilities and Stockholders' Equity
 
 

 
 

Current Liabilities:
 
 

 
 

Accounts payable
 
$
69,271

 
$
65,656

Accrued expenses and other current liabilities
 
217,847

 
179,148

Current maturities of long-term debt
 
36

 
6,555

Deferred revenue
 
157,581

 
162,124

  Total current liabilities
 
444,735

 
413,483

Long-term debt
 
734,316

 
635,830

Long-term deferred revenue
 
13,680

 
13,661

Other liabilities
 
93,917

 
76,815

  Total liabilities
 
1,286,648

 
1,139,789

Commitments and Contingencies
 
 
 
 
Stockholders' Equity:
 
 

 
 

Preferred Stock - $0.001 par value; authorized 2,207,000 shares at October 31, 2014 and January 31, 2014; none issued.
 

 

Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 61,055,000 and 53,907,000 shares; outstanding 60,707,000 and 53,605,000 shares at October 31, 2014 and January 31, 2014, respectively.
 
61

 
54

Additional paid-in capital
 
1,305,883

 
924,663

Treasury stock, at cost - 348,000 and 302,000 shares at October 31, 2014 and January 31, 2014, respectively.
 
(10,251
)
 
(8,013
)
Accumulated deficit
 
(223,657
)
 
(250,005
)
Accumulated other comprehensive loss
 
(61,209
)
 
(39,725
)
Total Verint Systems Inc. stockholders' equity
 
1,010,827

 
626,974

Noncontrolling interest
 
9,635

 
6,144

  Total stockholders' equity
 
1,020,462

 
633,118

  Total liabilities and stockholders' equity
 
$
2,307,110

 
$
1,772,907








Table 5
VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 
 
Nine Months Ended
October 31,
(in thousands) 
 
2014
 
2013
Cash flows from operating activities:
 
 

 
 

Net income
 
$
29,912

 
$
34,622

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

 
 

Depreciation and amortization
 
74,298

 
40,230

Stock-based compensation - equity portion
 
35,048

 
22,006

Amortization of discount on convertible notes
 
3,565

 

Reduction of valuation allowance resulting from acquisition of KANA
 
(45,171
)
 

Non-cash (gains) losses on derivative financial instruments, net
 
(1,666
)
 
44

Losses on early retirements of debt
 
12,546

 
9,879

Other non-cash items, net
 
8,387

 
1,783

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

 
 

Accounts receivable
 
(41,717
)
 
(8,820
)
Inventories
 
(7,801
)
 
(861
)
Deferred cost of revenue
 
(3,177
)
 
(1,951
)
Prepaid expenses and other assets
 
13,111

 
24,822

Accounts payable, accrued expenses, and other current liabilities
 
26,472

 
1,607

Deferred revenue
 
(10,903
)
 
(7,918
)
Other, net
 
(2,663
)
 
(424
)
Net cash provided by operating activities
 
90,241

 
115,019

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Cash paid for business combinations, including adjustments, net of cash acquired
 
(602,943
)
 
(10,457
)
Purchases of property and equipment
 
(15,831
)
 
(9,439
)
Purchases of short-term investments
 
(21,175
)
 
(195,509
)
Sales and maturities of short-term investments
 
11,363

 
70,000

Cash paid for capitalized software development costs
 
(4,510
)
 
(3,892
)
Change in restricted cash and bank time deposits, including long-term portion
 
(37,023
)
 
5,935

Other investing activities, net
 
(1,466
)
 
205

Net cash used in investing activities
 
(671,585
)
 
(143,157
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Proceeds from borrowings, net of original issuance discounts
 
1,526,750

 
646,750

Repayments of borrowings and other financing obligations
 
(1,361,777
)
 
(584,309
)
Proceeds from public issuance of common stock
 
274,563

 

Proceeds from issuance of warrants
 
45,188

 

Payments for convertible note hedges
 
(60,800
)
 

Payments of equity issuance, debt issuance and other debt-related costs
 
(29,164
)
 
(7,754
)
Proceeds from exercises of stock options
 
13,081

 
6,432

Purchases of treasury stock
 
(2,238
)
 

Cash received in CTI Merger
 

 
10,370

Payments of contingent consideration for business combinations (financing portion)
 
(8,684
)
 
(16,087
)
Net cash provided by financing activities
 
396,919

 
55,402

Effect of exchange rate changes on cash and cash equivalents
 
(1,858
)
 
223

Net (decrease) increase in cash and cash equivalents
 
(186,283
)
 
27,487

Cash and cash equivalents, beginning of period
 
378,618

 
209,973

Cash and cash equivalents, end of period
 
$
192,335

 
$
237,460







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

This press release contains non-GAAP financial measures. Tables 2 and 3 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. Non-GAAP financial measures should not be considered in isolation or as a substitute for 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.

We believe that the non-GAAP financial measures we present provide meaningful supplemental information regarding our operating results primarily because they exclude certain non-cash charges or items that we do not believe are reflective of our ongoing operating results when budgeting, planning and forecasting, determining compensation, and when assessing the performance of our business with our individual operating segments or our senior management. We believe that these non-GAAP financial measures also facilitate the comparison by management and investors of results between periods and among our peer companies. However, those companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

Adjustments to Non-GAAP Financial Measures

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 exclude these adjustments from our non-GAAP financial measures because these are not reflective of our ongoing operations.

Amortization of acquired intangible assets, including acquired technology and backlog. 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 and backlog, from our non-GAAP financial measures. These expenses are excluded from our non-GAAP financial 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.

Stock-based compensation expenses. We exclude stock-based compensation expenses related to stock options, restricted stock awards and units, stock bonus plans and phantom stock from our non-GAAP financial measures. These expenses are excluded from our non-GAAP financial measures because they are primarily non-cash charges.

M&A and other adjustments. We exclude from our non-GAAP financial measures legal, other professional fees and certain other expenses associated with acquisitions, whether or not consummated, and certain extraordinary transactions, including reorganizations and restructurings. Also excluded are changes in the fair value of contingent consideration liabilities associated with business combinations. These expenses are excluded from our non-GAAP financial measures because we believe that they are not reflective of our ongoing operations.

Unrealized (gains) losses on derivatives, net. We exclude from our non-GAAP financial measures unrealized gains and losses on foreign currency derivatives not designated as hedges. These 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 and which we believe are not reflective of our ongoing operations.

Losses on early retirements of debt. We exclude from our non-GAAP financial measures losses on early retirements of debt attributable to refinancing or repaying our debt because we believe it is not reflective of our ongoing operations.






Amortization of convertible note discount. 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 non-convertible debt borrowing rate. As a result, for GAAP purposes, we are required to recognize imputed interest expense in amounts significantly in excess of the coupon rate on our $400.0 million of 1.50% convertible notes. The difference between the imputed interest expense and the coupon interest expense is excluded from our non-GAAP financial measures because we believe that this non-cash expense is not reflective of ongoing operations.

Non-cash tax adjustments. We exclude from our non-GAAP financial measures non-cash tax adjustments, which represent the difference between the amount of taxes we expect to pay related to current year income, and our GAAP tax provision on an annual basis. On a quarterly basis, this adjustment reflects our expected annual effective tax rate on a cash basis.