Business Wire | Sep 9, 2020 04:05PM EDT

Verint Announces Q2 FY2021 Results

Sep. 09, 2020

MELVILLE, N.Y.--(BUSINESS WIRE)--Sep. 09, 2020--Verint(r) Systems Inc. (NASDAQ: VRNT), a global Actionable Intelligence(r) leader, today announced results for the three and six months ended July 31, 2020 (FY2021). Revenue for the three months ended July 31, 2020 was $309 million on a GAAP basis and $313 million on a non-GAAP basis. For the three months ended July 31, 2020, diluted EPS was $0.09 on a GAAP basis, and $1.06 on a non-GAAP basis. Revenue for the six months ended July 31, 2020 was $596 million on a GAAP basis and $605 million on a non-GAAP basis. For the six months ended July 31, 2020, diluted EPS was $0.00 on a GAAP basis, and $1.59 on a non-GAAP basis.

"We had a solid Q2 with strong sequential revenue growth, year-over-year operating income growth and cash from operations growth. Our cloud business accelerated, and our on-premises business began to recover from the initial impact of COVID-19. We expect our cloud momentum to continue in the second half of the year and on-premises deals to continue to gradually recover," said Dan Bodner, CEO.

Bodner continued, "We are also pleased to report significant progress on our plan to create two independent public companies and that we are on track to complete the separation shortly after fiscal year-end. Both businesses are market leaders and we believe both companies will have significant growth opportunities post separation."

Customer Engagement Q2 Highlights

* SaaS Bookings Growth: New SaaS ACV up 65% y-o-y * Cloud Revenue: Up ~30% y-o-y excluding ForeSee * Recurring Software Revenue: Percentage of software that is recurring increased to 80%, up ~600bps y-o-y * See Tables 2, 4 and 7 for additional Customer Engagement financial information

"Our cloud-first strategy is working well. In Q2, we delivered strong cloud revenue growth, strong SaaS bookings growth, and an increase in the percentage of our software revenue that is recurring. During the quarter, we continued to win new cloud customers and displace competitors due to our strong differentiation in artificial intelligence and automation and communications infrastructure neutrality. In addition to receiving many seven figure cloud orders in Q2, we received an initial multi-million dollar order from the Social Security Administration and expect expansions as the project scales over time. Looking forward, we expect our cloud momentum to continue and we are on track to meet our target of completing our cloud transition within two years," said Bodner.

Cyber Intelligence Q2 Highlights

* Large Orders: Including two for ~$15 million each, one for ~$10 million, and four for ~$4 million each * Software Model Drives Margin Expansion: Estimated fully allocated gross margins up ~500bps y-o-y and estimated fully allocated operating margins up ~600bps y-o-y * See Tables 2, 5 and 7 for additional Cyber Intelligence financial information

"In Cyber Intelligence, we continued to win many large deals in Q2 for our analytical security software. Our margins expanded in Q2, with our estimated fully allocated operating margins increasing approximately 600bps year-over-year. As a leader in analytical security software, customers come to Verint for our mission critical security software to help prevent terror, crime and cyber threats and to accelerate investigations," said Bodner.

Outlook

Doug Robinson, CFO, added, "I am pleased with our Q2 performance, particularly with our strong cloud momentum. Looking forward, our view of the year has improved and we expect our non-GAAP revenue to improve sequentially both in Q3 and Q4 and adjusted EBITDA for the year to be similar to last year. We are also pleased with the progress we are making towards our separation and we expect to make our initial confidential submission to the SEC later this month."

Conference Call Information

We will conduct a conference call today at 4:30 p.m. ET to discuss our results for the three and six months ended July 31, 2020 and outlook. An online, real-time webcast of the conference call will be available on our website at www.verint.com. The conference call can also be accessed live via telephone at 1-844-309-0615 (United States and Canada) and 1-661-378-9462 (international) and the passcode is 7557358. 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(r) (Nasdaq: VRNT) is a global leader in Actionable Intelligence(r) solutions with a focus on customer engagement optimization and cyber intelligence. Today, over 10,000 organizations in more than 180 countries-including over 85 percent of the Fortune 100-count on intelligence from Verint solutions to make more informed, effective and timely decisions. Learn more about how we're creating A Smarter World with Actionable Intelligence(r) 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 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 and government budgets in both developed countries and developing countries, 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 continuing 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 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; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments; risks relating to our ability to properly manage investments in our business and operations, execute on growth initiatives, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators and risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers ("OEMs") for certain components, products, or services, including companies that may compete with us or work with our competitors; risks associated with the mishandling or perceived mishandling of sensitive or confidential information, including information that may belong to our customers or other third parties, and with security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions; risks that our products or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks; risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas; risks associated with political and reputational factors related to our business or operations, including reputational risks associated with our security solutions and our ability to maintain security clearances where required, as well as risks associated with a significant amount of our business coming from domestic and foreign government customers; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate, including, among others, with respect to trade compliance, anti-corruption, information security, data privacy and protection, tax, labor, government contracts, relating to our own operations, the products and services we offer, and/or the use of our solutions by our customers; challenges associated with selling sophisticated solutions, including with respect to assisting customers in understanding and realizing the benefits of our solutions, and developing, offering, implementing, and maintaining a broad and sophisticated solution portfolio; challenges associated with pursuing larger sales opportunities, including with respect to longer sales cycles, transaction reductions, deferrals, or cancellations during the sales cycle; risk of customer concentration; challenges associated with our ability to accurately forecast when a sales opportunity will convert to an order, or to accurately forecast revenue and expenses; challenges associated with our Customer Engagement segment cloud transition and our Cyber Intelligence segment software model transition, and risk of increased volatility of our operating results from period to period; risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings; risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. ("CTI"), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of the successor to CTI's business operations, Mavenir, Inc., being unwilling or unable to provide us with certain indemnities to which we are entitled; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel, and our ability to successfully implement and maintain enhancements to the foregoing, for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits; 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 planned spin-off of our Cyber Intelligence Solutions business, including the possibility that the spin-off transaction may not be completed in the expected timeframe or at all, that it will not achieve the benefits anticipated, or that it may negatively impact our operations or stock price, including as a result of management distraction from our business. 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, 2020, our Quarterly Report on Form 10-Q for the quarter ended April 30, 2020, our Quarterly Report on Form 10-Q for the quarter ended July 31, 2020, when filed, and other filings we make with the SEC.

VERINT, ACTIONABLE INTELLIGENCE, THE CUSTOMER ENGAGEMENT COMPANY, CUSTOMER ENGAGEMENT SOLUTIONS and CYBER INTELLIGENCE SOLUTIONS 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 Six Months Ended July 31, July 31,

(in thousands, except 2020 2019 2020 2019per share data)

Revenue:

Product $ 96,076 $ 109,983 $ 173,360 $ 214,207

Service and support 213,033 214,322 423,044 425,357

Total revenue 309,109 324,305 596,404 639,564

Cost of revenue:

Product 24,648 29,424 45,966 57,544

Service and support 69,023 81,430 145,422 160,791

Amortization of acquired 4,428 5,587 9,037 12,294 technology

Total cost of revenue 98,099 116,441 200,425 230,629

Gross profit 211,010 207,864 395,979 408,935

Operating expenses:

Research and 55,229 58,685 114,308 115,854 development, net

Selling, general and 105,406 126,265 217,057 247,986 administrative

Amortization of otheracquired intangible 8,058 7,639 16,123 15,352 assets

Total operating expenses 168,693 192,589 347,488 379,192

Operating income 42,317 15,275 48,491 29,743

Other income (expense), net:

Interest income 839 1,687 1,856 3,113

Interest expense (10,263) (10,107) (20,961) (20,041)

Other (expense) income, (12,211) 909 (14,441) 119 net

Total other expense, net (21,635) (7,511) (33,546) (16,809)

Income before provision(benefit) for income 20,682 7,764 14,945 12,934 taxes

Provision (benefit) for 10,095 (4,507) 8,333 (3,098) income taxes

Net income 10,587 12,271 6,612 16,032

Net income attributableto noncontrolling 2,093 1,713 4,132 3,898 interests

Net income attributable 8,494 10,558 2,480 12,134 to Verint Systems Inc.

Dividends on preferred (2,484) - (2,484) - stock

Net income (loss)attributable to Verint $ 6,010 $ 10,558 $ (4) $ 12,134 Systems Inc. commonshares



Net income (loss) percommon share attributable to VerintSystems Inc.:

Basic $ 0.09 $ 0.16 $ - $ 0.18

Diluted $ 0.09 $ 0.16 $ - $ 0.18



Weighted-average common shares outstanding:

Basic 64,954 66,272 64,670 65,870

Diluted 65,849 67,519 64,670 67,338

Table 2

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures by Segment

(Unaudited)

Three Months Ended July 31,

2020 2019

(in thousands) Customer Cyber Consolidated Customer Cyber Consolidated Engagement Intelligence Engagement Intelligence

REVENUE

Total GAAP $ 204,080 $ 105,029 $ 309,109 $ 211,436 $ 112,869 $ 324,305 revenue

Revenue 3,066 1,238 4,304 6,988 24 7,012 adjustments

Total non-GAAP $ 207,146 $ 106,267 $ 313,413 $ 218,424 $ 112,893 $ 331,317 revenue



ESTIMATEDGROSS PROFIT AND GROSSMARGIN

Segment $ 8,071 $ 15,327 $ 23,398 $ 8,861 $ 18,654 $ 27,515 products costs

Segmentservice 50,986 14,801 65,787 57,844 18,924 76,768 expenses

Amortizationof acquired 4,189 239 4,428 5,224 363 5,587 technology

Stock-basedcompensation 1,346 392 1,738 1,570 464 2,034 expenses (1)

Shared supportexpenses 1,797 951 2,748 2,959 1,578 4,537 allocation (3)

Total GAAPestimatedfully 66,389 31,710 98,099 76,458 39,983 116,441 allocated costof revenue

GAAP estimatedfully 137,691 73,319 211,010 134,978 72,886 207,864 allocatedgross profit

GAAP estimatedfully 67.5 % 69.8 % 68.3 % 63.8 % 64.6 % 64.1 %allocatedgross margin

Revenue 3,066 1,238 4,304 6,988 24 7,012 adjustments

Amortizationof acquired 4,189 239 4,428 5,224 363 5,587 technology

Stock-basedcompensation 1,346 392 1,738 1,570 464 2,034 expenses (1)

Acquisitionexpenses, net 34 19 53 3 2 5 (4)

Restructuring (39) (20) (59) 688 367 1,055 expenses (4)

Non-GAAPestimatedfully $ 146,287 $ 75,187 $ 221,474 $ 149,451 $ 74,106 $ 223,557 allocatedgross profit

Non-GAAPestimatedfully 70.6 % 70.8 % 70.7 % 68.4 % 65.6 % 67.5 %allocatedgross margin



ESTIMATEDRESEARCH AND DEVELOPMENT,NET

Segment $ 22,194 $ 23,335 $ 45,529 $ 26,871 $ 22,418 $ 49,289 expenses

Stock-basedcompensation 1,933 1,023 2,956 2,182 1,165 3,347 expenses (2)

Shared supportexpenses 4,410 2,334 6,744 3,944 2,105 6,049 allocation (3)

GAAP estimatedfullyallocated 28,537 26,692 55,229 32,997 25,688 58,685 research anddevelopment,net

As apercentage of 14.0 % 25.4 % 17.9 % 15.6 % 22.8 % 18.1 %GAAP revenue

Stock-basedcompensation (1,933) (1,023) (2,956) (2,182) (1,165) (3,347) expenses (2)

Acquisitionexpenses, net (78) (41) (119) (140) (75) (215) (4)

Restructuring (206) (110) (316) (80) (43) (123) expenses (4)

Otheradjustments (45) (24) (69) - - - (4)

Non-GAAPestimatedfullyallocated $ 26,275 $ 25,494 $ 51,769 $ 30,595 $ 24,405 $ 55,000 research anddevelopment,net

As apercentage of 12.7 % 24.0 % 16.5 % 14.0 % 21.6 % 16.6 %non-GAAPrevenue





ESTIMATEDSELLING,GENERAL AND ADMINISTRATIVEEXPENSES

Segment $ 36,307 $ 17,507 $ 53,814 $ 48,076 $ 22,407 $ 70,483 expenses

Stock-basedcompensation 8,308 4,395 12,703 9,891 5,279 15,170 expenses (2)

Shared supportexpenses 25,433 13,456 38,889 26,479 14,133 40,612 allocation (3)

GAAP estimatedfullyallocatedselling, 70,048 35,358 105,406 84,446 41,819 126,265 general andadministrativeexpenses

As apercentage of 34.3 % 33.7 % 34.1 % 39.9 % 37.1 % 38.9 %GAAP revenue

Stock-basedcompensation (8,308) (4,395) (12,703) (9,891) (5,279) (15,170) expenses (2)

Acquisitionexpenses, net (1,596) (843) (2,439) (1,492) (796) (2,288) (4)

Restructuring (424) (224) (648) (300) (161) (461) expenses (4)

Separation (4,151) (2,196) (6,347) (145) (78) (223) expenses (4)

Otheradjustments 838 443 1,281 (3,591) (1,918) (5,509) (4)

Non-GAAPestimatedfullyallocated $ 56,407 $ 28,143 $ 84,550 $ 69,027 $ 33,587 $ 102,614 selling,general andadministrativeexpenses

As apercentage of 27.2 % 26.5 % 27.0 % 31.6 % 29.8 % 31.0 %non-GAAPrevenue



OPERATINGINCOME,OPERATING MARGIN, ANDADJUSTEDEBITDA

GAAP estimatedfullyallocated $ 31,387 $ 10,930 $ 42,317 $ 10,026 $ 5,249 $ 15,275 operatingincome

GAAP estimatedfullyallocated 15.4 % 10.4 % 13.7 % 4.7 % 4.7 % 4.7 %operatingmargin

Revenue 3,066 1,238 4,304 6,988 24 7,012 adjustments

Amortizationof acquired 4,189 239 4,428 5,224 363 5,587 technology

Amortizationof otheracquired 7,719 339 8,058 7,509 130 7,639 intangibleassets

Stock-basedcompensation 11,587 5,810 17,397 13,643 6,908 20,551 expenses (2)

Acquisitionexpenses, net 1,708 903 2,611 1,635 873 2,508 (4)

Restructuring 591 314 905 1,068 571 1,639 expenses (4)

Separation 4,151 2,196 6,347 145 78 223 expenses (4)

Otheradjustments (793) (419) (1,212) 3,591 1,918 5,509 (4)

Non-GAAPestimatedfully 63,605 21,550 85,155 49,829 16,114 65,943 allocatedoperatingincome

Depreciationand 6,953 3,679 10,632 5,146 2,746 7,892 amortization(5)

Estimatedfullyallocated $ 70,558 $ 25,229 $ 95,787 $ 54,975 $ 18,860 $ 73,835 adjustedEBITDA

Non-GAAPestimatedfully 30.7 % 20.3 % 27.2 % 22.8 % 14.3 % 19.9 %allocatedoperatingmargin

Estimatedfullyallocated 34.1 % 23.7 % 30.6 % 25.2 % 16.7 % 22.3 %adjustedEBITDA margin

Six Months Ended July 31,

2020 2019

(in thousands) Customer Cyber Consolidated Customer Cyber Consolidated Engagement Intelligence Engagement Intelligence

REVENUE

Total GAAP $ 389,945 $ 206,459 $ 596,404 $ 418,531 $ 221,033 $ 639,564 revenue

Revenue 6,328 2,330 8,658 15,760 151 15,911 adjustments

Total non-GAAP $ 396,273 $ 208,789 $ 605,062 $ 434,291 $ 221,184 $ 655,475 revenue



ESTIMATEDGROSS PROFIT AND GROSSMARGIN

Segment $ 15,205 $ 28,828 $ 44,033 $ 17,323 $ 36,504 $ 53,827 products costs

Segmentservice 106,642 32,645 139,287 115,671 37,600 153,271 expenses

Amortizationof acquired 8,545 492 9,037 10,612 1,682 12,294 technology

Stock-basedcompensation 2,094 611 2,705 2,654 784 3,438 expenses (1)

Shared supportexpenses 3,508 1,855 5,363 5,086 2,713 7,799 allocation (3)

Total GAAPestimatedfully 135,994 64,431 200,425 151,346 79,283 230,629 allocated costof revenue

GAAP estimatedfully 253,951 142,028 395,979 267,185 141,750 408,935 allocatedgross profit

GAAP estimatedfully 65.1 % 68.8 % 66.4 % 63.8 % 64.1 % 63.9 %allocatedgross margin

Revenue 6,328 2,330 8,658 15,760 151 15,911 adjustments

Amortizationof acquired 8,545 492 9,037 10,612 1,682 12,294 technology

Stock-basedcompensation 2,094 611 2,705 2,654 784 3,438 expenses (1)

Acquisitionexpenses, net 158 84 242 13 7 20 (4)

Restructuring 1,018 539 1,557 981 523 1,504 expenses (4)

Non-GAAPestimatedfully $ 272,094 $ 146,084 $ 418,178 $ 297,205 $ 144,897 $ 442,102 allocatedgross profit

Non-GAAPestimatedfully 68.7 % 70.0 % 69.1 % 68.4 % 65.5 % 67.4 %allocatedgross margin



ESTIMATEDRESEARCH AND DEVELOPMENT,NET

Segment $ 46,095 $ 49,006 $ 95,101 $ 53,320 $ 44,338 $ 97,658 expenses

Stock-basedcompensation 3,461 1,831 5,292 3,871 2,066 5,937 expenses (2)

Shared supportexpenses 9,100 4,815 13,915 7,993 4,266 12,259 allocation (3)

GAAP estimatedfullyallocated 58,656 55,652 114,308 65,184 50,670 115,854 research anddevelopment,net

As apercentage of 15.0 % 27.0 % 19.2 % 15.6 % 22.9 % 18.1 %GAAP revenue

Stock-basedcompensation (3,461) (1,831) (5,292) (3,871) (2,066) (5,937) expenses (2)

Acquisitionexpenses, net (271) (143) (414) (266) (142) (408) (4)

Restructuring (812) (430) (1,242) (379) (202) (581) expenses (4)

Otheradjustments (45) (24) (69) - - - (4)

Non-GAAPestimatedfullyallocated $ 54,067 $ 53,224 $ 107,291 $ 60,668 $ 48,260 $ 108,928 research anddevelopment,net

As apercentage of 13.6 % 25.5 % 17.7 % 14.0 % 21.8 % 16.6 %non-GAAPrevenue





ESTIMATEDSELLING,GENERAL AND ADMINISTRATIVEEXPENSES

Segment $ 76,451 $ 39,904 $ 116,355 $ 94,274 $ 45,966 $ 140,240 expenses

Stock-basedcompensation 15,424 8,160 23,584 18,438 9,841 28,279 expenses (2)

Shared supportexpenses 50,435 26,683 77,118 51,812 27,655 79,467 allocation (3)

GAAP estimatedfullyallocatedselling, 142,310 74,747 217,057 164,524 83,462 247,986 general andadministrativeexpenses

As apercentage of 36.5 % 36.2 % 36.4 % 39.3 % 37.8 % 38.8 %GAAP revenue

Stock-basedcompensation (15,424) (8,160) (23,584) (18,438) (9,841) (28,279) expenses (2)

Acquisitionexpenses, net 889 471 1,360 (3,878) (2,070) (5,948) (4)

Restructuring (2,346) (1,241) (3,587) (646) (345) (991) expenses (4)

Separation (9,236) (4,886) (14,122) (147) (79) (226) expenses (4)

Otheradjustments 777 411 1,188 (4,932) (2,633) (7,565) (4)

Non-GAAPestimatedfullyallocated $ 116,970 $ 61,342 $ 178,312 $ 136,483 $ 68,494 $ 204,977 selling,general andadministrativeexpenses

As apercentage of 29.5 % 29.4 % 29.5 % 31.4 % 31.0 % 31.3 %non-GAAPrevenue



OPERATINGINCOME,OPERATING MARGIN, ANDADJUSTEDEBITDA

GAAP estimatedfullyallocated $ 37,502 $ 10,989 $ 48,491 $ 22,380 $ 7,363 $ 29,743 operatingincome

GAAP estimatedfullyallocated 9.6 % 5.3 % 8.1 % 5.3 % 3.3 % 4.7 %operatingmargin

Revenue 6,328 2,330 8,658 15,760 151 15,911 adjustments

Amortizationof acquired 8,545 492 9,037 10,612 1,682 12,294 technology

Amortizationof otheracquired 15,483 640 16,123 15,097 255 15,352 intangibleassets

Stock-basedcompensation 20,979 10,602 31,581 24,963 12,691 37,654 expenses (2)

Acquisitionexpenses, net (460) (244) (704) 4,157 2,219 6,376 (4)

Restructuring 4,176 2,210 6,386 2,006 1,070 3,076 expenses (4)

Separation 9,236 4,886 14,122 147 79 226 expenses (4)

Otheradjustments (732) (387) (1,119) 4,932 2,633 7,565 (4)

Non-GAAPestimatedfully 101,057 31,518 132,575 100,054 28,143 128,197 allocatedoperatingincome

Depreciationand 13,858 7,332 21,190 10,279 5,486 15,765 amortization(5)

Estimatedfullyallocated $ 114,915 $ 38,850 $ 153,765 $ 110,333 $ 33,629 $ 143,962 adjustedEBITDA

Non-GAAPestimatedfully 25.5 % 15.1 % 21.9 % 23.0 % 12.7 % 19.6 %allocatedoperatingmargin

Estimatedfullyallocated 29.0 % 18.6 % 25.4 % 25.4 % 15.2 % 22.0 %adjustedEBITDA margin

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

(2) Represents the stock-based compensation expenses applicable to research and development, net and selling, general and administrative, allocated proportionally based upon our non-GAAP segment revenue for the year 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 our two businesses.

(3) Represents our shared support expenses (as disclosed in footnote 16 to our July 31, 2020 Form 10-Q, when filed), including general and administrative shared services acquisition expenses, net and restructuring expenses, separation expenses and other adjustments, allocated proportionally based upon our non-GAAP segment revenue for the year 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 our two businesses.

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

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

Table 3

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures

(Unaudited)

Three Months Ended Six Months Ended July 31, July 31,

(in thousands,except per share 2020 2019 2020 2019data)

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



GAAP other expense, $ (21,635) $ (7,511) $ (33,546) $ (16,809) net

Unrealized (gains)losses on (173) 639 (173) 1,318 derivatives, net

Amortization ofconvertible note 3,174 3,102 6,400 6,163 discount

Expenses and losseson debt modification 1,462 - 1,462 - or retirement

Change in fair valueof future tranche 13,610 - 13,610 - right

Acquisition 54 (23) 66 (57) expenses, net

Non-GAAP other $ (3,508) $ (3,793) $ (12,181) $ (9,385) expense, net^(1)



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



GAAP provision(benefit) for income $ 10,095 $ (4,507) $ 8,333 $ (3,098) taxes

GAAP effective 48.8 % (58.0) % 55.8 % (24.0) %income tax rate

Non-GAAP tax (3,995) 9,462 572 13,463 adjustments

Non-GAAP provision $ 6,100 $ 4,955 $ 8,905 $ 10,365 for income taxes

Non-GAAP effective 7.5 % 8.0 % 7.4 % 8.7 %income tax rate



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



GAAP net income(loss) attributable $ 6,010 $ 10,558 $ (4) $ 12,134 to Verint SystemsInc. common shares

Revenue adjustments 4,304 7,012 8,658 15,911

Amortization of 4,428 5,587 9,037 12,294 acquired technology

Amortization ofother acquired 8,058 7,639 16,123 15,352 intangible assets

Stock-basedcompensation 17,397 20,551 31,581 37,654 expenses

Unrealized (gains)losses on (173) 639 (173) 1,318 derivatives, net

Amortization ofconvertible note 3,174 3,102 6,400 6,163 discount

Expenses and losseson debt modification 1,462 - 1,462 - or retirement

Change in fair valueof future tranche 13,610 - 13,610 - right

Acquisition 2,666 2,485 (637) 6,319 expenses, net

Restructuring 904 1,639 6,386 3,076 expenses

Separation expenses 6,347 223 14,122 226

Other adjustments (1,212) 5,509 (1,119) 7,565

Non-GAAP tax 3,995 (9,462) (572) (13,463) adjustments

Dividends, reverseddue to assumed 2,484 - 2,484 - conversion ofpreferred stock

Total adjustments 67,444 44,924 107,362 92,415

Non-GAAP net incomeattributable to $ 73,454 $ 55,482 $ 107,358 $ 104,549 Verint Systems Inc.common shares



Table Comparing GAAP Diluted Net Income (Loss)Per Common Share Attributable to Verint Systems Inc. to Non-GAAP Diluted Net Income Per CommonShare Attributable to Verint Systems Inc.



GAAP diluted netincome (loss) percommon share $ 0.09 $ 0.16 $ - $ 0.18 attributable toVerint Systems Inc.

Non-GAAP diluted netincome per commonshare attributable $ 1.06 $ 0.82 $ 1.59 $ 1.55 to Verint SystemsInc.



GAAPweighted-averageshares used incomputing diluted 65,849 67,519 64,670 67,338 net income (loss)per common shareattributable toVerint Systems Inc.

Additionalweighted-averageshares applicable tonon-GAAP diluted net 3,495 - 2,815 - income (loss) percommon shareattributable toVerint Systems Inc.

Non-GAAP dilutedweighted-averageshares used incomputing net income 69,344 67,519 67,485 67,338 per common shareattributable toVerint Systems Inc.



Table of Reconciliation from GAAP Net IncomeAttributable to Verint Systems Inc. to Adjusted EBITDA



GAAP net incomeattributable to $ 8,494 $ 10,558 $ 2,480 $ 12,134 Verint Systems Inc.

As a percentage of 2.7 % 3.3 % 0.4 % 1.9 %GAAP revenue

Net incomeattributable to 2,093 1,713 4,132 3,898 noncontrollinginterest

Provision (benefit) 10,095 (4,507) 8,333 (3,098) for income taxes

Other expense, net 21,635 7,511 33,546 16,809

Depreciation and 23,107 21,117 46,342 43,410 amortization^(2)

Revenue adjustments 4,304 7,012 8,658 15,911

Stock-basedcompensation 17,397 20,551 31,581 37,654 expenses

Acquisition 2,611 2,508 (704) 6,376 expenses, net

Restructuring 916 1,640 6,394 3,077 expenses

Separation expenses 6,347 223 14,122 226

Other adjustments (1,212) 5,509 (1,119) 7,565

Adjusted EBITDA $ 95,787 $ 73,835 $ 153,765 $ 143,962

As a percentage of 30.6 % 22.3 % 25.4 % 22.0 %non-GAAP revenue

Table of Reconciliation from Gross Debt to Net Debt July 31, January 31, 2020 2020



Current maturities of long-term debt $ 380,229 $ 4,250

Long-term debt 603,875 832,798

Unamortized debt discounts and issuance 15,033 22,327 costs

Gross debt 999,137 859,375

Less:

Cash and cash equivalents 731,101 379,146

Restricted cash and cash equivalents, and 31,662 43,860 restricted bank time deposits

Short-term investments 82,443 20,215

Net debt, excluding long-term restrictedcash, cash equivalents, time deposits, and 153,931 416,154 investments

Long-term restricted cash, cash 22,479 26,363 equivalents, time deposits and investments

Net debt, including long-term restrictedcash, cash equivalents, time deposits, and $ 131,452 $ 389,791 investments



(1) For the three months ended July 31, 2020, non-GAAP other expense, net of $3.5 million was comprised of $5.9 million of interest and other expense, net of $2.4 million of foreign exchange gains primarily related to balance sheet translations.

(2) Adjusted for financing fee amortization.

Table 4

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Customer Engagement Revenue and Cloud Metrics

(Unaudited)

Three Months Ended Six Months Ended July 31, July 31,

(in thousands) 2020 2019 2020 2019

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



Software (includescloud and support) $ 175,096 $ 177,360 $ 332,691 $ 348,320 revenue - GAAP

Perpetual revenue - 35,829 48,028 64,354 95,630 GAAP

Cloud revenue - GAAP 60,208 47,813 113,205 94,898

Support revenue - GAAP 79,059 81,519 155,132 157,792

Professional services $ 28,984 $ 34,076 $ 57,254 $ 70,211 revenue - GAAP

Total revenue - GAAP $ 204,080 $ 211,436 $ 389,945 $ 418,531



Estimated software(includes cloud and $ 3,066 $ 6,988 $ 6,328 $ 15,760 support) revenueadjustments

Estimated perpetual - - - - revenue adjustments

Estimated cloud revenue 3,018 6,918 6,225 15,562 adjustments

Estimated support 48 70 103 198 revenue adjustments

Estimated professionalservices revenue - - - - adjustments

Total estimated revenue $ 3,066 $ 6,988 $ 6,328 $ 15,760 adjustments



Software (includescloud and support) $ 178,162 $ 184,348 $ 339,019 $ 364,080 revenue - non-GAAP

Perpetual revenue - 35,829 48,028 64,354 95,630 non-GAAP

Cloud revenue - 63,226 54,731 119,430 110,460 non-GAAP

Support revenue - 79,107 81,589 155,235 157,990 non-GAAP

Professional services $ 28,984 $ 34,076 $ 57,254 $ 70,211 revenue - non-GAAP

Total revenue - $ 207,146 $ 218,424 $ 396,273 $ 434,291 non-GAAP



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



SaaS revenue - GAAP $ 45,880 $ 33,649 $ 84,745 $ 67,105

Bundled SaaS revenue - 35,818 27,208 69,211 54,412 GAAP

Unbundled SaaS revenue 10,062 6,441 15,534 12,693 - GAAP

Optional managed $ 14,328 $ 14,164 $ 28,460 $ 27,793 services revenue - GAAP

Cloud revenue - GAAP $ 60,208 $ 47,813 $ 113,205 $ 94,898



Estimated SaaS revenue $ 2,750 $ 6,442 $ 5,676 $ 14,496 adjustments

Estimated bundled SaaS 2,706 6,386 5,588 13,616 revenue adjustments

Estimated unbundledSaaS revenue 44 56 88 880 adjustments

Estimated optionalmanaged services $ 268 $ 476 $ 549 $ 1,066 revenue adjustments

Estimated cloud revenue $ 3,018 $ 6,918 $ 6,225 $ 15,562 adjustments



SaaS revenue - non-GAAP $ 48,630 $ 40,091 $ 90,421 $ 81,601

Bundled SaaS revenue - 38,524 33,594 74,799 68,028 non-GAAP

Unbundled SaaS revenue 10,106 6,497 15,622 13,573 - non-GAAP

Optional managedservices revenue - $ 14,596 $ 14,640 $ 29,009 $ 28,859 non-GAAP

Cloud revenue - $ 63,226 $ 54,731 $ 119,430 $ 110,460 non-GAAP



Table of New SaaS ACV

New SaaS ACV $ 16,697 $ 10,135 $ 28,589 $ 18,320

New SaaS ACV Growth YoY 64.7 % 115.2 % 56.1 % 71.9 %



Table of New PerpetualLicense Equivalent Bookings

New perpetual license $ 65,565 $ 63,964 $ 117,268 $ 129,379 equivalent bookings

New perpetual licenseequivalent bookings 2.5 % 7.9 % (9.4) % 11.1 %change YoY

Table 5

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Cyber Intelligence Revenue Metrics

(Unaudited)

Three Months Ended Six Months Ended July 31, July 31,

(in thousands) 2020 2019 2020 2019

Recurring revenue - $ 51,651 $ 46,171 $ 107,689 $ 92,988 GAAP

Nonrecurring revenue - 53,378 66,698 98,770 128,045 GAAP

Total revenue - GAAP $ 105,029 $ 112,869 $ 206,459 $ 221,033



Estimated recurring $ 1,238 $ 24 $ 2,330 $ 151 revenue adjustments

Estimated nonrecurring - - - - revenue adjustments

Total estimated revenue $ 1,238 $ 24 $ 2,330 $ 151 adjustments



Recurring revenue - $ 52,889 $ 46,195 $ 110,019 $ 93,139 non-GAAP

Nonrecurring revenue - 53,378 66,698 98,770 128,045 non-GAAP

Total revenue - $ 106,267 $ 112,893 $ 208,789 $ 221,184 non-GAAP



Table 6

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Segment and Shared Support Metrics

(Unaudited)

Three Months Ended Six Months Ended July 31, July 31,

(in thousands) 2020 2019 2020 2019

Segment expenses - $ 211,106 $ 249,060 $ 437,368 $ 493,810 GAAP^ (1)

Shared supportexpenses - GAAP ^ 55,686 59,970 110,545 116,011 (2)

Total expenses - $ 266,792 $ 309,030 $ 547,913 $ 609,821 GAAP



Estimated segment $ (23,670) $ (28,102) $ (49,044) $ (54,802) expense adjustments

Estimated sharedsupport expense (14,864) (15,554) (26,382) (27,741) adjustments

Total estimated $ (38,534) $ (43,656) $ (75,426) $ (82,543) expense adjustments



Segment expenses - $ 187,436 $ 220,958 $ 388,324 $ 439,008 non-GAAP ^(1)

Shared supportexpenses - non-GAAP 40,822 44,416 84,163 88,270 ^(2)

Total expenses - $ 228,258 $ 265,374 $ 472,487 $ 527,278 non-GAAP

(1) Segment expenses include expenses incurred directly by our two 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 7

VERINT SYSTEMS INC. AND SUBSIDIARIES

Calculation of Change in Revenue on a Constant Currency Basis

(Unaudited)

GAAP Revenue Non-GAAP Revenue

(in thousands, except Three Six Months Three Six Monthspercentages) Months Ended Months Ended Ended Ended

Total Revenue

Revenue for the three andsix months ended July 31, $ 324,305 $ 639,564 $ 331,317 $ 655,475 2019

Revenue for the three andsix months ended July 31, $ 309,109 $ 596,404 $ 313,413 $ 605,062 2020

Revenue for the three andsix months ended July 31, $ 311,000 $ 602,000 $ 316,000 $ 611,000 2020 at constant currency^(1)

Reported period-over-period (4.7) % (6.7) % (5.4) % (7.7) %revenue change

% impact from change inforeign currency exchange 0.6 % 0.8 % 0.8 % 0.9 %rates

Constant currencyperiod-over-period revenue (4.1) % (5.9) % (4.6) % (6.8) %change



Customer Engagement

Revenue for the three andsix months ended July 31, $ 211,436 $ 418,531 $ 218,424 $ 434,291 2019

Revenue for the three andsix months ended July 31, $ 204,080 $ 389,945 $ 207,146 $ 396,273 2020

Revenue for the three andsix months ended July 31, $ 205,000 $ 393,000 $ 208,000 $ 399,000 2020 at constant currency^(1)

Reported period-over-period (3.5) % (6.8) % (5.2) % (8.8) %revenue change

% impact from change inforeign currency exchange 0.5 % 0.7 % 0.4 % 0.7 %rates

Constant currencyperiod-over-period revenue (3.0) % (6.1) % (4.8) % (8.1) %change



Cyber Intelligence

Revenue for the three andsix months ended July 31, $ 112,869 $ 221,033 $ 112,893 $ 221,184 2019

Revenue for the three andsix months ended July 31, $ 105,029 $ 206,459 $ 106,267 $ 208,789 2020

Revenue for the three andsix months ended July 31, $ 106,000 $ 209,000 $ 108,000 $ 212,000 2020 at constant currency^(1)

Reported period-over-period (6.9) % (6.6) % (5.9) % (5.6) %revenue change

% impact from change inforeign currency exchange 0.8 % 1.2 % 1.6 % 1.4 %rates

Constant currencyperiod-over-period revenue (6.1) % (5.4) % (4.3) % (4.2) %change

(1) Revenue for the three and six months ended July 31, 2020 at constant currency is calculated by translating current-period GAAP or non-GAAP foreign currency revenue (as applicable) into U.S. dollars using average foreign currency exchange rates for the three and six months ended July 31, 2019 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 8

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

July 31, January 31,

(in thousands, except share and per share data) 2020 2020

Assets

Current Assets:

Cash and cash equivalents $ 731,101 $ 379,146

Restricted cash and cash equivalents, and 31,662 43,860 restricted bank time deposits

Short-term investments 82,443 20,215

Accounts receivable, net of allowance fordoubtful accounts of $6.1 million and $5.3 309,355 382,435 million, respectively

Contract assets, net 60,387 64,961

Inventories 20,898 20,495

Prepaid expenses and other current assets 76,831 87,946

Total current assets 1,312,677 999,058

Property and equipment, net 113,394 116,111

Operating lease right-of-use assets 94,068 102,149

Goodwill 1,468,197 1,469,211

Intangible assets, net 172,246 197,764

Other assets 142,125 131,765

Total assets $ 3,302,707 $ 3,016,058



Liabilities, Preferred Stock, and Stockholders' Equity

Current Liabilities:

Accounts payable $ 69,638 $ 71,604

Accrued expenses and other current liabilities 249,199 229,698

Current maturities of long-term debt 380,229 4,250

Contract liabilities 340,868 397,350

Total current liabilities 1,039,934 702,902

Long-term debt 603,875 832,798

Long-term contract liabilities 37,768 40,565

Operating lease liabilities 83,547 90,372

Other liabilities 101,453 106,984

Total liabilities 1,866,577 1,773,621

Preferred stock - $0.001 par value; authorized2,207,000 shares; Series A Preferred Stock;200,000 shares issued and outstanding at July31, 2020; no shares issued and outstanding at 200,628 - January 31, 2020; aggregate liquidationpreference and current redemption value of$202,484 at July 31, 2020.

Commitments and Contingencies

Stockholders' Equity:

Common stock - $0.001 par value; authorized120,000,000 shares. Issued 69,804,000 and68,529,000 shares; outstanding 65,400,000 and 70 68 64,738,000 shares at July 31, 2020 and January31, 2020, respectively.

Additional paid-in capital 1,689,388 1,660,889

Treasury stock, at cost - 4,404,000 and3,791,000 shares at July 31, 2020 and January (208,124) (174,134) 31, 2020, respectively.

Accumulated deficit (104,050) (105,590)

Accumulated other comprehensive loss (158,295) (151,865)

Total Verint Systems Inc. stockholders' equity 1,218,989 1,229,368

Noncontrolling interests 16,513 13,069

Total stockholders' equity 1,235,502 1,242,437

Total liabilities, preferred stock, and $ 3,302,707 $ 3,016,058 stockholders' equity

Table 9

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended July 31,

(in thousands) 2020 2019

Cash flows from operating activities:

Net income $ 6,612 $ 16,032

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

Depreciation and amortization 47,738 44,766

Stock-based compensation, excluding cash-settled 31,567 37,605 awards

Change in fair value of future tranche right 13,610 -

Amortization of discount on convertible notes 6,400 6,163

Non-cash gains on derivative financial instruments, (550) (728) net

Other, net 250 3,305

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

Accounts receivable 70,174 23,439

Contract assets 4,292 7,884

Inventories (1,572) (4,436)

Prepaid expenses and other assets (1,982) 8,169

Accounts payable and accrued expenses 11,891 (8,291)

Contract liabilities (57,753) (24,460)

Other, net 6,054 (11,169)

Net cash provided by operating activities 136,731 98,279



Cash flows from investing activities:

Cash paid for business combinations, including - (49,258) adjustments, net of cash acquired

Purchases of property and equipment (16,040) (17,718)

Purchases of investments (92,865) (20,101)

Maturities and sales of investments 30,791 23,836

Cash paid for capitalized software development (6,224) (6,581) costs

Change in restricted bank time deposits, and other 15,850 3,807 investing activities, net

Net cash used in investing activities (68,488) (66,015)



Cash flows from financing activities:

Proceeds from issuance of preferred stock and 197,254 - future tranche right, net of issuance costs

Proceeds from borrowings 155,000 -

Repayments of borrowings and other financing (3,794) (3,194) obligations

Payments to repurchase convertible notes (13,032) -

Payments of debt-related costs (2,207) (212)

Purchases of treasury stock (36,836) (474)

Distributions paid to noncontrolling interest (649) (655)

Payments of deferred purchase price and contingentconsideration for business combinations (financing (11,834) (22,601) portion) and other financing activities

Net cash provided by (used in) financing activities 283,902 (27,136)

Foreign currency effects on cash, cash equivalents, (796) (1,890) restricted cash, and restricted cash equivalents

Net increase in cash, cash equivalents, restricted 351,349 3,238 cash, and restricted cash equivalents

Cash, cash equivalents, restricted cash, and 411,657 412,699 restricted cash equivalents, beginning of period

Cash, cash equivalents, restricted cash, and $ 763,006 $ 415,937 restricted cash equivalents, end of period



Reconciliation of cash, cash equivalents,restricted cash, and restricted cash equivalents at end of period to the condensed consolidated balancesheets:

Cash and cash equivalents $ 731,101 $ 388,546

Restricted cash and cash equivalents included inrestricted cash and cash equivalents, and 22,890 23,702 restricted bank time deposits

Restricted cash and cash equivalents included in 9,015 3,689 other assets

Total cash, cash equivalents, restricted cash, and $ 763,006 $ 415,937 restricted cash equivalents

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, estimated fully allocated adjusted EBITDA and adjusted EBITDA margins, net debt, 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 $400.0 million of 1.50% convertible notes. This difference is excluded from our non-GAAP financial measures because we believe that this expense is based upon subjective assumptions and does not reflect the cash cost of our convertible debt.

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, up to 200,000 shares of Series B Preferred Stock upon 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 settlement, with changes in its fair value recognized 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 December 4, 2019, we announced our intention to separate into two independent publicly traded companies: one which will consist of our Customer Engagement Solutions business, and one which will consist of our Cyber Intelligence Solutions business. We are incurring significant expenses to prepare for this separation, 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 $7.5 million during the six months ended July 31, 2020 and 2019, 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 ending January 31, 2021 is currently approximately 7%, 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, on both a GAAP and non-GAAP basis, primarily consists of SaaS and optional managed services.

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

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 growth. We calculate new perpetual license equivalent bookings by multiplying New SaaS ACV bookings (excluding bookings from maintenance conversions, except for the uplift) by a conversion factor of 2.0 and adding that amount to perpetual license bookings. The conversion factor of 2.0 is an estimate that is derived from an analysis of our historical bookings and may change over time. Management uses perpetual license equivalent bookings to understand our performance, including our software growth and SaaS/perpetual license mix. This metric should not be viewed in isolation from other operating metrics that we make available to investors. The New Perpetual License Equivalent Bookings calculation was adjusted in Q4 for the full year to exclude bookings from maintenance conversion, except for uplift.

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.

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