Business Wire | Mar 31, 2021 04:06PM EDT

Verint Announces Q4 and FYE 2021 Results

Mar. 31, 2021

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

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

Customer Engagement Q4 Highlights

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

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

Cyber Intelligence Q4 Highlights

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

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

New Stock Repurchase Program

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

FYE 2022 Outlook

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

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

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

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

Our non-GAAP outlook for the three months ending April 30, 2021 and year ending January 31, 2022 excludes the following GAAP measures for which we are able to provide a range of probable significance:

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

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

We are unable, without unreasonable efforts, to provide a reconciliation for other GAAP measures which are excluded from our non-GAAP outlook, including the impact of future business acquisitions or acquisition expenses, future restructuring expenses, and non-GAAP income tax adjustments due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. While historical results may not be indicative of future results, actual amounts for the three months and year ended January 31, 2021 and 2020 for the GAAP measures excluded from our non-GAAP outlook appear in Tables 2 and 3 of this press release.

Conference Call Information

We will conduct a conference call today at 4:30 p.m. ET to discuss our results for the three months and year ended January 31, 2021, outlook, and long-term targets. An online, real-time webcast of the conference call and webcast slides will be available on our website at www.verint.com. The webcast slides will be available on our website until at least April 30, 2021. The conference call can also be accessed live via telephone at 1-844-309-0615 (United States and Canada) and 1-661-378-9462 (international) and the passcode is 7559326. Please dial in 5-10 minutes prior to the scheduled start time.

About Non-GAAP Financial Measures

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

About Verint Systems Inc.

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

Verint. The Customer Engagement Company(tm). Learn more at Verint.com.

Cautions About Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause our actual results or conditions to differ materially from current expectations include, among others: uncertainties regarding the impact of changes in macroeconomic and/or global conditions, including as a result of slowdowns, recessions, economic instability, political unrest, armed conflicts, natural disasters, or outbreaks of disease, such as the COVID-19 pandemic, as well as the resulting impact on information technology spending by enterprises or government customers, on our business; risks that our customers delay, cancel, or refrain from placing orders, refrain from renewing subscriptions or service contracts, or are unable to honor contractual commitments or payment obligations due to liquidity issues or other challenges in their budgets and business, due to the COVID-19 pandemic or otherwise; risks that restrictions resulting from the COVID-19 pandemic or actions taken in response to the pandemic adversely impact our operations or our ability to fulfill orders, complete implementations, or recognize revenue; risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards; to adapt to changing market potential from area to area within our markets; and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer challenges and needs, while simultaneously preserving our legacy businesses and migrating away from areas of commoditization; risks due to aggressive competition in all of our markets, including with respect to maintaining revenue, margins, and sufficient levels of investment in our business and operations, and competitors with greater resources than we have; risks relating to our ability to properly manage investments in our business and operations, execute on growth or strategic initiatives, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources; risks associated with our ability to identify suitable targets for acquisition or investment or successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments;; challenges associated with selling sophisticated solutions, including with respect to longer sales cycles, more complex sales processes, and assisting customers in understanding and realizing the benefits of our solutions, as well as with developing, offering, implementing, and maintaining a broad solution portfolio; challenges associated with our cloud transition, including increased importance of subscription renewal rates, and risk of increased variability in our period to period results based on the mix, terms, and timing of our transactions; risks that we may be unable to maintain, expand, and enable our relationships with partners as part of our growth strategy; risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers ("OEMs") for certain components, products, or services, including companies that may compete with us or work with our competitors, as well as cloud hosting providers; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; risks associated with our significant international operations, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas; risks associated with a significant part of our business coming from government contracts and associated procurement processes; risks associated with complex and changing domestic and foreign regulatory environments, including, among others, with respect to data privacy and protection, government contracts, anti-corruption, trade compliance, tax, and labor matters, relating to our own operations, the products and services that we offer, and/or the use of our solutions by our customers; risks associated with the mishandling or perceived mishandling of sensitive or confidential information and data, including personally identifiable information or other information that may belong to our customers or other third parties, including in connection with our SaaS or other hosted or managed services offerings or when we are asked to perform service or support; risks that our solutions or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks; risk of security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions; risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use; risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. ("CTI"), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of the successor to CTI's business operations, Mavenir, Inc., being unwilling or unable to provide us with certain indemnities to which we are entitled; risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel, and our ability to successfully implement and maintain enhancements to the foregoing, for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; risks associated with market volatility in the prices of our common stock and convertible notes based on our performance, third-party publications or speculation, or other factors and risks associated with actions of activist stockholders; risks associated with the issuance of preferred stock to an affiliate of Apax Partners, including with respect to completion of the second tranche of the investment and Apax's significant ownership position and potential that its interests will not be aligned with those of our common stockholders; and risks associated with the recently completed spin-off of our Cyber Intelligence Solutions business, including the possibility that the spin-off transaction does not achieve the benefits anticipated, does not qualify as a tax-free transaction, or exposes us to unexpected claims or liabilities. We assume no obligation to revise or update any forward-looking statement, except as otherwise required by law. For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2021, when filed, and other filings we make with the SEC.

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

Table 1

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended Year Ended January 31, January 31,

(in thousands, except 2021 2020 2021 2020per share data)

Revenue:

Product $ 127,029 $ 124,337 $ 406,254 $ 454,875

Service and support 222,071 214,866 867,451 848,759

Total revenue 349,100 339,203 1,273,705 1,303,634

Cost of revenue:

Product 28,223 39,106 96,161 127,183

Service and support 78,145 75,037 300,528 312,599

Amortization of 5,598 5,722 18,905 23,984 acquired technology

Total cost of revenue 111,966 119,865 415,594 463,766

Gross profit 237,134 219,338 858,111 839,868

Operating expenses:

Research and 64,794 58,135 240,169 231,683 development, net

Selling, general and 143,101 124,579 478,242 488,871 administrative

Amortization of otheracquired intangible 6,766 8,328 30,995 31,458 assets

Total operating 214,661 191,042 749,406 752,012 expenses

Operating income 22,473 28,296 108,705 87,856

Other (expense) income, net:

Interest income 416 1,103 2,808 5,620

Interest expense (9,283) (10,235) (39,975) (40,378)

Other (expense) (32,312) (996) (55,315) 205 income, net

Total other expense, (41,179) (10,128) (92,482) (34,553) net

(Loss) income before(benefit) provision (18,706) 18,168 16,223 53,303 for income taxes

(Benefit) provision (160) 11,500 16,330 17,620 for income taxes

Net (loss) income (18,546) 6,668 (107) 35,683

Net incomeattributable to 1,376 1,799 7,160 6,999 noncontrollinginterests

Net (loss) incomeattributable to (19,922) 4,869 (7,267) 28,684 Verint Systems Inc.

Dividends on (2,514) - (7,656) - preferred stock

Net (loss) incomeattributable to $ (22,436) $ 4,869 $ (14,923) $ 28,684 Verint Systems Inc.common shares



Net (loss) income percommon share attributable toVerint Systems Inc.:

Basic $ (0.34) $ 0.07 $ (0.23) $ 0.43

Diluted $ (0.34) $ 0.07 $ (0.23) $ 0.43



Weighted-averagecommon shares outstanding:

Basic 65,753 65,994 65,173 66,129

Diluted 65,753 66,999 65,173 67,355

Table 2

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures by Segment

(Unaudited)

Three Months EndedJanuary 31,

2021

2020

(in thousands)

Customer Engagement

Cyber Intelligence

Consolidated

Customer Engagement

Cyber Intelligence

Consolidated

REVENUE

Total GAAP revenue

$

225,080

$

124,020

$

349,100

$

210,058

$

129,145

$

339,203

Revenue adjustments

1,781

547

2,328

4,702

5,557

10,259

Total non-GAAP revenue

$

226,861

$

124,567

$

351,428

$

214,760

$

134,702

$

349,462

ESTIMATED GROSS PROFIT AND GROSS MARGIN

Segment products costs

$

10,089

$

16,369

$

26,458

$

9,710

$

26,694

$

36,404

Segment service expenses

57,682

18,732

76,414

54,377

16,642

71,019

Amortization of acquired technology

5,373

225

5,598

5,361

361

5,722

Stock-based compensation expenses (1)

270

79

349

2,301

679

2,980

Shared support expenses allocation (3)

2,058

1,089

3,147

2,438

1,302

3,740

Total GAAP estimated fully allocated cost of revenue

75,472

36,494

111,966

74,187

45,678

119,865

GAAP estimated fully allocated gross profit

149,608

87,526

237,134

135,871

83,467

219,338

GAAP estimated fully allocated gross margin

66.5

%

70.6

%

67.9

%

64.7

%

64.6

%

64.7

%

Revenue adjustments

1,781

547

2,328

4,702

5,557

10,259

Amortization of acquired technology

5,373

225

5,598

5,361

361

5,722

Stock-based compensation expenses (1)

270

79

349

2,301

679

2,980

Acquisition expenses, net (4)

12

6

18

38

20

58

Restructuring expenses (4)

282

149

431

235

125

360

Separation expenses (4)

33

17

50

-

-

-

Impairment charges (4)

233

124

357

-

-

-

Non-GAAP estimated fully allocated gross profit

$

157,592

$

88,673

$

246,265

$

148,508

$

90,209

$

238,717

Non-GAAP estimated fully allocated gross margin

69.5

%

71.2

%

70.1

%

69.2

%

67.0

%

68.3

%

ESTIMATED RESEARCH AND DEVELOPMENT, NET

Segment expenses

$

25,372

$

30,838

$

56,210

$

22,548

$

23,552

$

46,100

Stock-based compensation expenses (2)

879

465

1,344

2,935

1,566

4,501

Shared support expenses allocation (3)

4,735

2,505

7,240

4,913

2,621

7,534

GAAP estimated fully allocated research and development, net

30,986

33,808

64,794

30,396

27,739

58,135

As a percentage of GAAP revenue

13.8

%

27.3

%

18.6

%

14.5

%

21.5

%

17.1

%

Stock-based compensation expenses (2)

(879)

(465)

(1,344)

(2,935)

(1,566)

(4,501)

Acquisition expenses, net (4)

(24)

(13)

(37)

(202)

(108)

(310)

Restructuring expenses (4)

(135)

(72)

(207)

(270)

(144)

(414)

Separation expenses (4)

(178)

(94)

(272)

-

-

-

Other adjustments (4)

(15)

(7)

(22)

-

-

-

Non-GAAP estimated fully allocated research and development, net

$

29,755

$

33,157

$

62,912

$

26,989

$

25,921

$

52,910

As a percentage of non-GAAP revenue

13.1

%

26.6

%

17.9

%

12.6

%

19.2

%

15.1

%

ESTIMATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Segment expenses

$

45,020

$

22,302

$

67,322

$

41,011

$

25,002

$

66,013

Stock-based compensation expenses (2)

5,529

3,623

9,152

12,390

6,614

19,004

Shared support expenses allocation (3)

44,031

22,596

66,627

25,794

13,768

39,562

GAAP estimated fully allocated selling, general and administrative expenses

94,580

48,521

143,101

79,195

45,384

124,579

As a percentage of GAAP revenue

42.0

%

39.1

%

41.0

%

37.7

%

35.1

%

36.7

%

Stock-based compensation expenses (2)

(5,529)

(3,623)

(9,152)

(12,390)

(6,614)

(19,004)

Acquisition expenses, net (4)

(2,625)

(1,390)

(4,015)

(1,298)

(693)

(1,991)

Restructuring expenses (4)

(2,607)

(1,380)

(3,987)

(422)

(226)

(648)

Separation expenses (4)

(12,761)

(6,752)

(19,513)

(2,336)

(1,247)

(3,583)

Other adjustments (4)

(276)

(147)

(423)

(1,449)

(773)

(2,222)

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

$

70,782

$

35,229

$

106,011

$

61,300

$

35,831

$

97,131

As a percentage of non-GAAP revenue

31.2

%

28.3

%

30.2

%

28.5

%

26.6

%

27.8

%

OPERATING INCOME, OPERATING MARGIN, AND ADJUSTED EBITDA

GAAP estimated fully allocated operating income

$

17,582

$

4,891

$

22,473

$

18,165

$

10,131

$

28,296

GAAP estimated fully allocated operating margin

7.8

%

3.9

%

6.4

%

8.6

%

7.8

%

8.3

%

Revenue adjustments

1,781

547

2,328

4,702

5,557

10,259

Amortization of acquired technology

5,373

225

5,598

5,361

361

5,722

Amortization of other acquired intangible assets

6,460

306

6,766

8,115

213

8,328

Stock-based compensation expenses (2)

6,678

4,167

10,845

17,626

8,859

26,485

Acquisition expenses, net (4)

2,661

1,409

4,070

1,538

821

2,359

Restructuring expenses (4)

3,024

1,601

4,625

927

495

1,422

Separation expenses (4)

12,972

6,863

19,835

2,336

1,247

3,583

Impairment charges (4)

233

124

357

-

-

-

Other adjustments (4)

291

154

445

1,449

773

2,222

Non-GAAP estimated fully allocated operating income

57,055

20,287

77,342

60,219

28,457

88,676

Depreciation and amortization (5)

6,686

3,537

10,223

5,803

3,097

8,900

Estimated fully allocated adjusted EBITDA

$

63,741

$

23,824

$

87,565

$

66,022

$

31,554

$

97,576

Non-GAAP estimated fully allocated operating margin

25.1

%

16.3

%

22.0

%

28.0

%

21.1

%

25.4

%

Estimated fully allocated adjusted EBITDA margin

28.1

%

19.1

%

24.9

%

30.7

%

23.4

%

27.9

%

Table 2

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures by Segment

(Unaudited)

Three Months Ended January 31,

2021 2020

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

REVENUE

Total GAAP $ 225,080 $ 124,020 $ 349,100 $ 210,058 $ 129,145 $ 339,203 revenue

Revenue 1,781 547 2,328 4,702 5,557 10,259 adjustments

Total non-GAAP $ 226,861 $ 124,567 $ 351,428 $ 214,760 $ 134,702 $ 349,462 revenue



ESTIMATEDGROSS PROFIT AND GROSSMARGIN

Segment $ 10,089 $ 16,369 $ 26,458 $ 9,710 $ 26,694 $ 36,404 products costs

Segmentservice 57,682 18,732 76,414 54,377 16,642 71,019 expenses

Amortizationof acquired 5,373 225 5,598 5,361 361 5,722 technology

Stock-basedcompensation 270 79 349 2,301 679 2,980 expenses (1)

Shared supportexpenses 2,058 1,089 3,147 2,438 1,302 3,740 allocation (3)

Total GAAPestimatedfully 75,472 36,494 111,966 74,187 45,678 119,865 allocated costof revenue

GAAP estimatedfully 149,608 87,526 237,134 135,871 83,467 219,338 allocatedgross profit

GAAP estimatedfully 66.5 % 70.6 % 67.9 % 64.7 % 64.6 % 64.7 %allocatedgross margin

Revenue 1,781 547 2,328 4,702 5,557 10,259 adjustments

Amortizationof acquired 5,373 225 5,598 5,361 361 5,722 technology

Stock-basedcompensation 270 79 349 2,301 679 2,980 expenses (1)

Acquisitionexpenses, net 12 6 18 38 20 58 (4)

Restructuring 282 149 431 235 125 360 expenses (4)

Separation 33 17 50 - - - expenses (4)

Impairment 233 124 357 - - - charges (4)

Non-GAAPestimatedfully $ 157,592 $ 88,673 $ 246,265 $ 148,508 $ 90,209 $ 238,717 allocatedgross profit

Non-GAAPestimatedfully 69.5 % 71.2 % 70.1 % 69.2 % 67.0 % 68.3 %allocatedgross margin



ESTIMATEDRESEARCH AND DEVELOPMENT,NET

Segment $ 25,372 $ 30,838 $ 56,210 $ 22,548 $ 23,552 $ 46,100 expenses

Stock-basedcompensation 879 465 1,344 2,935 1,566 4,501 expenses (2)

Shared supportexpenses 4,735 2,505 7,240 4,913 2,621 7,534 allocation (3)

GAAP estimatedfullyallocated 30,986 33,808 64,794 30,396 27,739 58,135 research anddevelopment,net

As apercentage of 13.8 % 27.3 % 18.6 % 14.5 % 21.5 % 17.1 %GAAP revenue

Stock-basedcompensation (879) (465) (1,344) (2,935) (1,566) (4,501) expenses (2)

Acquisitionexpenses, net (24) (13) (37) (202) (108) (310) (4)

Restructuring (135) (72) (207) (270) (144) (414) expenses (4)

Separation (178) (94) (272) - - - expenses (4)

Otheradjustments (15) (7) (22) - - - (4)

Non-GAAPestimatedfullyallocated $ 29,755 $ 33,157 $ 62,912 $ 26,989 $ 25,921 $ 52,910 research anddevelopment,net

As apercentage of 13.1 % 26.6 % 17.9 % 12.6 % 19.2 % 15.1 %non-GAAPrevenue



ESTIMATEDSELLING,GENERAL AND ADMINISTRATIVEEXPENSES

Segment $ 45,020 $ 22,302 $ 67,322 $ 41,011 $ 25,002 $ 66,013 expenses

Stock-basedcompensation 5,529 3,623 9,152 12,390 6,614 19,004 expenses (2)

Shared supportexpenses 44,031 22,596 66,627 25,794 13,768 39,562 allocation (3)

GAAP estimatedfullyallocatedselling, 94,580 48,521 143,101 79,195 45,384 124,579 general andadministrativeexpenses

As apercentage of 42.0 % 39.1 % 41.0 % 37.7 % 35.1 % 36.7 %GAAP revenue

Stock-basedcompensation (5,529) (3,623) (9,152) (12,390) (6,614) (19,004) expenses (2)

Acquisitionexpenses, net (2,625) (1,390) (4,015) (1,298) (693) (1,991) (4)

Restructuring (2,607) (1,380) (3,987) (422) (226) (648) expenses (4)

Separation (12,761) (6,752) (19,513) (2,336) (1,247) (3,583) expenses (4)

Otheradjustments (276) (147) (423) (1,449) (773) (2,222) (4)

Non-GAAPestimatedfullyallocated $ 70,782 $ 35,229 $ 106,011 $ 61,300 $ 35,831 $ 97,131 selling,general andadministrativeexpenses

As apercentage of 31.2 % 28.3 % 30.2 % 28.5 % 26.6 % 27.8 %non-GAAPrevenue



OPERATINGINCOME,OPERATING MARGIN, ANDADJUSTEDEBITDA

GAAP estimatedfullyallocated $ 17,582 $ 4,891 $ 22,473 $ 18,165 $ 10,131 $ 28,296 operatingincome

GAAP estimatedfullyallocated 7.8 % 3.9 % 6.4 % 8.6 % 7.8 % 8.3 %operatingmargin

Revenue 1,781 547 2,328 4,702 5,557 10,259 adjustments

Amortizationof acquired 5,373 225 5,598 5,361 361 5,722 technology

Amortizationof otheracquired 6,460 306 6,766 8,115 213 8,328 intangibleassets

Stock-basedcompensation 6,678 4,167 10,845 17,626 8,859 26,485 expenses (2)

Acquisitionexpenses, net 2,661 1,409 4,070 1,538 821 2,359 (4)

Restructuring 3,024 1,601 4,625 927 495 1,422 expenses (4)

Separation 12,972 6,863 19,835 2,336 1,247 3,583 expenses (4)

Impairment 233 124 357 - - - charges (4)

Otheradjustments 291 154 445 1,449 773 2,222 (4)

Non-GAAPestimatedfully 57,055 20,287 77,342 60,219 28,457 88,676 allocatedoperatingincome

Depreciationand 6,686 3,537 10,223 5,803 3,097 8,900 amortization(5)

Estimatedfullyallocated $ 63,741 $ 23,824 $ 87,565 $ 66,022 $ 31,554 $ 97,576 adjustedEBITDA

Non-GAAPestimatedfully 25.1 % 16.3 % 22.0 % 28.0 % 21.1 % 25.4 %allocatedoperatingmargin

Estimatedfullyallocated 28.1 % 19.1 % 24.9 % 30.7 % 23.4 % 27.9 %adjustedEBITDA margin

Year EndedJanuary 31,

2021

2020

(in thousands)

Customer Engagement

Cyber Intelligence

Consolidated

Customer Engagement

Cyber Intelligence

Consolidated

REVENUE

Total GAAP revenue

$

830,247

$

443,458

$

1,273,705

$

846,525

$

457,109

$

1,303,634

Revenue adjustments

10,336

3,569

13,905

26,675

5,708

32,383

Total non-GAAP revenue

$

840,583

$

447,027

$

1,287,610

$

873,200

$

462,817

$

1,336,017

ESTIMATED GROSS PROFIT AND GROSS MARGIN

Segment products costs

$

34,518

$

56,519

$

91,037

$

35,455

$

83,291

$

118,746

Segment service expenses

218,919

68,499

287,418

226,555

70,768

297,323

Amortization of acquired technology

17,963

942

18,905

21,578

2,406

23,984

Stock-based compensation expenses (1)

4,159

1,215

5,374

6,318

1,866

8,184

Shared support expenses allocation (3)

8,410

4,450

12,860

10,125

5,404

15,529

Total GAAP estimated fully allocated cost of revenue

283,969

131,625

415,594

300,031

163,735

463,766

GAAP estimated fully allocated gross profit

546,278

311,833

858,111

546,494

293,374

839,868

GAAP estimated fully allocated gross margin

65.8

%

70.3

%

67.4

%

64.6

%

64.2

%

64.4

%

Revenue adjustments

10,336

3,569

13,905

26,675

5,708

32,383

Amortization of acquired technology

17,963

942

18,905

21,578

2,406

23,984

Stock-based compensation expenses (1)

4,159

1,215

5,374

6,318

1,866

8,184

Acquisition expenses, net (4)

230

122

352

81

43

124

Restructuring expenses (4)

1,432

757

2,189

1,644

877

2,521

Separation expenses (4)

84

44

128

-

-

-

Impairment charges (4)

328

174

502

-

-

-

Non-GAAP estimated fully allocated gross profit

$

580,810

$

318,656

$

899,466

$

602,790

$

304,274

$

907,064

Non-GAAP estimated fully allocated gross margin

69.1

%

71.3

%

69.9

%

69.0

%

65.7

%

67.9

%

ESTIMATED RESEARCH AND DEVELOPMENT, NET

Segment expenses

$

95,785

$

105,867

$

201,652

$

101,002

$

90,708

$

191,710

Stock-based compensation expenses (2)

6,237

3,299

9,536

8,754

4,672

13,426

Shared support expenses allocation (3)

18,954

10,027

28,981

17,309

9,238

26,547

GAAP estimated fully allocated research and development, net

120,976

119,193

240,169

127,065

104,618

231,683

As a percentage of GAAP revenue

14.6

%

26.9

%

18.9

%

15.0

%

22.9

%

17.8

%

Stock-based compensation expenses (2)

(6,237)

(3,299)

(9,536)

(8,754)

(4,672)

(13,426)

Acquisition expenses, net (4)

(313)

(166)

(479)

(546)

(292)

(838)

Restructuring expenses (4)

(1,119)

(592)

(1,711)

(853)

(455)

(1,308)

Separation expenses (4)

(239)

(127)

(366)

-

-

-

Other adjustments (4)

(22)

(11)

(33)

-

-

-

Non-GAAP estimated fully allocated research and development, net

$

113,046

$

114,998

$

228,044

$

116,912

$

99,199

$

216,111

As a percentage of non-GAAP revenue

13.4

%

25.7

%

17.7

%

13.4

%

21.4

%

16.2

%

ESTIMATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Segment expenses

$

159,417

$

83,133

$

242,550

$

179,440

$

91,452

$

270,892

Stock-based compensation expenses (2)

30,624

16,899

47,523

39,829

21,259

61,088

Shared support expenses allocation (3)

123,519

64,650

188,169

102,293

54,598

156,891

GAAP estimated fully allocated selling, general and administrative expenses

313,560

164,682

478,242

321,562

167,309

488,871

As a percentage of GAAP revenue

37.8

%

37.1

%

37.5

%

38.0

%

36.6

%

37.5

%

Stock-based compensation expenses (2)

(30,624)

(16,899)

(47,523)

(39,829)

(21,259)

(61,088)

Acquisition expenses, net (4)

(836)

(443)

(1,279)

(6,503)

(3,471)

(9,974)

Restructuring expenses (4)

(5,472)

(2,895)

(8,367)

(1,786)

(954)

(2,740)

Separation expenses (4)

(30,877)

(16,336)

(47,213)

(3,448)

(1,840)

(5,288)

Other adjustments (4)

508

268

776

(6,609)

(3,528)

(10,137)

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

$

246,259

$

128,377

$

374,636

$

263,387

$

136,257

$

399,644

As a percentage of non-GAAP revenue

29.3

%

28.7

%

29.1

%

30.2

%

29.4

%

29.9

%

OPERATING INCOME, OPERATING MARGIN, AND ADJUSTED EBITDA

GAAP estimated fully allocated operating income

$

81,966

$

26,739

$

108,705

$

67,004

$

20,852

$

87,856

GAAP estimated fully allocated operating margin

9.9

%

6.0

%

8.5

%

7.9

%

4.6

%

6.7

%

Revenue adjustments

10,336

3,569

13,905

26,675

5,708

32,383

Amortization of acquired technology

17,963

942

18,905

21,578

2,406

23,984

Amortization of other acquired intangible assets

29,776

1,219

30,995

30,863

595

31,458

Stock-based compensation expenses (2)

41,020

21,413

62,433

54,901

27,797

82,698

Acquisition expenses, net (4)

1,379

731

2,110

7,130

3,806

10,936

Restructuring expenses (4)

8,023

4,244

12,267

4,283

2,286

6,569

Separation expenses (4)

31,200

16,507

47,707

3,448

1,840

5,288

Impairment charges (4)

328

174

502

-

-

-

Other adjustments (4)

(486)

(257)

(743)

6,609

3,528

10,137

Non-GAAP estimated fully allocated operating income

221,505

75,281

296,786

222,491

68,818

291,309

Depreciation and amortization (5)

27,254

14,419

41,673

21,737

11,602

33,339

Estimated fully allocated adjusted EBITDA

$

248,759

$

89,700

$

338,459

$

244,228

$

80,420

$

324,648

Non-GAAP estimated fully allocated operating margin

26.4

%

16.8

%

23.0

%

25.5

%

14.9

%

21.8

%

Estimated fully allocated adjusted EBITDA margin

29.6

%

20.1

%

26.3

%

28.0

%

17.4

%

24.3

%

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

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

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

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

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

Year Ended January 31,

2021 2020

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

REVENUE

Total GAAP $ 830,247 $ 443,458 $ 1,273,705 $ 846,525 $ 457,109 $ 1,303,634 revenue

Revenue 10,336 3,569 13,905 26,675 5,708 32,383 adjustments

Total non-GAAP $ 840,583 $ 447,027 $ 1,287,610 $ 873,200 $ 462,817 $ 1,336,017 revenue



ESTIMATEDGROSS PROFIT AND GROSSMARGIN

Segment $ 34,518 $ 56,519 $ 91,037 $ 35,455 $ 83,291 $ 118,746 products costs

Segmentservice 218,919 68,499 287,418 226,555 70,768 297,323 expenses

Amortizationof acquired 17,963 942 18,905 21,578 2,406 23,984 technology

Stock-basedcompensation 4,159 1,215 5,374 6,318 1,866 8,184 expenses (1)

Shared supportexpenses 8,410 4,450 12,860 10,125 5,404 15,529 allocation (3)

Total GAAPestimatedfully 283,969 131,625 415,594 300,031 163,735 463,766 allocated costof revenue

GAAP estimatedfully 546,278 311,833 858,111 546,494 293,374 839,868 allocatedgross profit

GAAP estimatedfully 65.8 % 70.3 % 67.4 % 64.6 % 64.2 % 64.4 %allocatedgross margin

Revenue 10,336 3,569 13,905 26,675 5,708 32,383 adjustments

Amortizationof acquired 17,963 942 18,905 21,578 2,406 23,984 technology

Stock-basedcompensation 4,159 1,215 5,374 6,318 1,866 8,184 expenses (1)

Acquisitionexpenses, net 230 122 352 81 43 124 (4)

Restructuring 1,432 757 2,189 1,644 877 2,521 expenses (4)

Separation 84 44 128 - - - expenses (4)

Impairment 328 174 502 - - - charges (4)

Non-GAAPestimatedfully $ 580,810 $ 318,656 $ 899,466 $ 602,790 $ 304,274 $ 907,064 allocatedgross profit

Non-GAAPestimatedfully 69.1 % 71.3 % 69.9 % 69.0 % 65.7 % 67.9 %allocatedgross margin



ESTIMATEDRESEARCH AND DEVELOPMENT,NET

Segment $ 95,785 $ 105,867 $ 201,652 $ 101,002 $ 90,708 $ 191,710 expenses

Stock-basedcompensation 6,237 3,299 9,536 8,754 4,672 13,426 expenses (2)

Shared supportexpenses 18,954 10,027 28,981 17,309 9,238 26,547 allocation (3)

GAAP estimatedfullyallocated 120,976 119,193 240,169 127,065 104,618 231,683 research anddevelopment,net

As apercentage of 14.6 % 26.9 % 18.9 % 15.0 % 22.9 % 17.8 %GAAP revenue

Stock-basedcompensation (6,237) (3,299) (9,536) (8,754) (4,672) (13,426) expenses (2)

Acquisitionexpenses, net (313) (166) (479) (546) (292) (838) (4)

Restructuring (1,119) (592) (1,711) (853) (455) (1,308) expenses (4)

Separation (239) (127) (366) - - - expenses (4)

Otheradjustments (22) (11) (33) - - - (4)

Non-GAAPestimatedfullyallocated $ 113,046 $ 114,998 $ 228,044 $ 116,912 $ 99,199 $ 216,111 research anddevelopment,net

As apercentage of 13.4 % 25.7 % 17.7 % 13.4 % 21.4 % 16.2 %non-GAAPrevenue



ESTIMATEDSELLING,GENERAL AND ADMINISTRATIVEEXPENSES

Segment $ 159,417 $ 83,133 $ 242,550 $ 179,440 $ 91,452 $ 270,892 expenses

Stock-basedcompensation 30,624 16,899 47,523 39,829 21,259 61,088 expenses (2)

Shared supportexpenses 123,519 64,650 188,169 102,293 54,598 156,891 allocation (3)

GAAP estimatedfullyallocatedselling, 313,560 164,682 478,242 321,562 167,309 488,871 general andadministrativeexpenses

As apercentage of 37.8 % 37.1 % 37.5 % 38.0 % 36.6 % 37.5 %GAAP revenue

Stock-basedcompensation (30,624) (16,899) (47,523) (39,829) (21,259) (61,088) expenses (2)

Acquisitionexpenses, net (836) (443) (1,279) (6,503) (3,471) (9,974) (4)

Restructuring (5,472) (2,895) (8,367) (1,786) (954) (2,740) expenses (4)

Separation (30,877) (16,336) (47,213) (3,448) (1,840) (5,288) expenses (4)

Otheradjustments 508 268 776 (6,609) (3,528) (10,137) (4)

Non-GAAPestimatedfullyallocated $ 246,259 $ 128,377 $ 374,636 $ 263,387 $ 136,257 $ 399,644 selling,general andadministrativeexpenses

As apercentage of 29.3 % 28.7 % 29.1 % 30.2 % 29.4 % 29.9 %non-GAAPrevenue



OPERATINGINCOME,OPERATING MARGIN, ANDADJUSTEDEBITDA

GAAP estimatedfullyallocated $ 81,966 $ 26,739 $ 108,705 $ 67,004 $ 20,852 $ 87,856 operatingincome

GAAP estimatedfullyallocated 9.9 % 6.0 % 8.5 % 7.9 % 4.6 % 6.7 %operatingmargin

Revenue 10,336 3,569 13,905 26,675 5,708 32,383 adjustments

Amortizationof acquired 17,963 942 18,905 21,578 2,406 23,984 technology

Amortizationof otheracquired 29,776 1,219 30,995 30,863 595 31,458 intangibleassets

Stock-basedcompensation 41,020 21,413 62,433 54,901 27,797 82,698 expenses (2)

Acquisitionexpenses, net 1,379 731 2,110 7,130 3,806 10,936 (4)

Restructuring 8,023 4,244 12,267 4,283 2,286 6,569 expenses (4)

Separation 31,200 16,507 47,707 3,448 1,840 5,288 expenses (4)

Impairment 328 174 502 - - - charges (4)

Otheradjustments (486) (257) (743) 6,609 3,528 10,137 (4)

Non-GAAPestimatedfully 221,505 75,281 296,786 222,491 68,818 291,309 allocatedoperatingincome

Depreciationand 27,254 14,419 41,673 21,737 11,602 33,339 amortization(5)

Estimatedfullyallocated $ 248,759 $ 89,700 $ 338,459 $ 244,228 $ 80,420 $ 324,648 adjustedEBITDA

Non-GAAPestimatedfully 26.4 % 16.8 % 23.0 % 25.5 % 14.9 % 21.8 %allocatedoperatingmargin

Estimatedfullyallocated 29.6 % 20.1 % 26.3 % 28.0 % 17.4 % 24.3 %adjustedEBITDA margin

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

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

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

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

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

Table 3

VERINT SYSTEMS INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Measures

(Unaudited)

Three Months Ended Year Ended January 31, January 31,

(in thousands,except per share 2021 2020 2021 2020data)

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



GAAP other expense, $ (41,179) $ (10,128) $ (92,482) $ (34,553) net

Unrealized losses 357 - 1,115 1,485 on derivatives, net

Amortization ofconvertible note 3,263 3,184 12,883 12,490 discount

Expenses and losseson debt - - 1,462 - modification orretirement

Change in fairvalue of future 33,312 - 56,146 - tranche right

Acquisition 14 (22) (3,629) (90) expenses, net

Non-GAAP other $ (4,233) $ (6,966) $ (24,505) $ (20,668) expense, net^(1)



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



GAAP (benefit)provision for $ (160) $ 11,500 $ 16,330 $ 17,620 income taxes

GAAP effective 0.9 % 63.3 % 100.7 % 33.1 %income tax rate

Non-GAAP tax 2,726 (5,911) 1,197 4,085 adjustments

Non-GAAP provision $ 2,566 $ 5,589 $ 17,527 $ 21,705 for income taxes

Non-GAAP effective 3.5 % 6.8 % 6.4 % 8.0 %income tax rate



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



GAAP net (loss)income attributable $ (22,436) $ 4,869 $ (14,923) $ 28,684 to Verint SystemsInc. common shares

Revenue adjustments 2,328 10,259 13,905 32,383

Amortization of 5,598 5,722 18,905 23,984 acquired technology

Amortization ofother acquired 6,766 8,328 30,995 31,458 intangible assets

Stock-basedcompensation 10,845 26,485 62,433 82,698 expenses

Unrealized losses 357 - 1,115 1,485 on derivatives, net

Amortization ofconvertible note 3,263 3,184 12,883 12,490 discount

Expenses and losseson debt - - 1,462 - modification orretirement

Change in fairvalue of future 33,312 - 56,146 - tranche right

Acquisition 4,084 2,339 (1,519) 10,846 expenses, net

Restructuring 4,625 1,419 12,267 6,569 expenses

Separation expenses 19,835 3,583 47,707 5,288

Impairment charges 357 - 502 -

Other adjustments 445 2,222 (743) 10,137

Non-GAAP tax (2,726) 5,911 (1,197) (4,085) adjustments

Dividends, reverseddue to assumed 2,514 - 7,656 - conversion ofpreferred stock

Total adjustments 91,603 69,452 262,517 213,253

Non-GAAP net incomeattributable to $ 69,167 $ 74,321 $ 247,594 $ 241,937 Verint Systems Inc.common shares



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



GAAP diluted net(loss) income percommon share $ (0.34) $ 0.07 $ (0.23) $ 0.43 attributable toVerint Systems Inc.

Non-GAAP dilutednet income percommon share $ 0.98 $ 1.11 $ 3.60 $ 3.59 attributable toVerint Systems Inc.



GAAPweighted-averageshares used incomputing diluted 65,753 66,999 65,173 67,355 net (loss) incomeper common shareattributable toVerint Systems Inc.

Additionalweighted-averageshares applicableto non-GAAP diluted 4,846 - 3,654 - net income percommon shareattributable toVerint Systems Inc.

Non-GAAP dilutedweighted-averageshares used incomputing net 70,599 66,999 68,827 67,355 income per commonshare attributableto Verint SystemsInc.



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



GAAP net (loss)income attributable $ (19,922) $ 4,869 $ (7,267) $ 28,684 to Verint SystemsInc.

As a percentage of (5.7) % 1.4 % (0.6) % 2.2 %GAAP revenue

Net incomeattributable to 1,376 1,799 7,160 6,999 noncontrollinginterest

(Benefit) provision (160) 11,500 16,330 17,620 for income taxes

Other expense, net 41,179 10,128 92,482 34,553

Depreciation and 26,158 22,951 97,416 88,783 amortization^(2)

Revenue adjustments 2,328 10,259 13,905 32,383

Stock-basedcompensation 10,845 26,485 62,433 82,698 expenses

Acquisition 4,064 2,359 2,100 10,936 expenses, net

Restructuring 4,629 1,421 12,267 6,567 expenses

Separation expenses 16,266 3,583 41,874 5,288

Impairment charges 357 - 502 -

Other adjustments 445 2,222 (743) 10,137

Adjusted EBITDA $ 87,565 $ 97,576 $ 338,459 $ 324,648

As a percentage of 24.9 % 27.9 % 26.3 % 24.3 %non-GAAP revenue

Table of Reconciliation from Gross Debt to Net Debt

January 31, 2021

January 31, 2020

Current maturities of long-term debt

$

386,713

$

4,250

Long-term debt

402,781

832,798

Unamortized debt discounts and issuance costs

7,518

22,327

Gross debt

797,012

859,375

Less:

Cash and cash equivalents

663,843

379,146

Restricted cash and cash equivalents, and restricted bank time deposits

27,057

43,860

Short-term investments

51,013

20,215

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

55,099

416,154

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

15,712

26,363

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

$

39,387

$

389,791

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

(2) Adjusted for financing fee amortization.

Table of Reconciliation from Gross Debt to Net Debt January 31, January 31, 2021 2020



Current maturities of long-term debt $ 386,713 $ 4,250

Long-term debt 402,781 832,798

Unamortized debt discounts and issuance 7,518 22,327 costs

Gross debt 797,012 859,375

Less:

Cash and cash equivalents 663,843 379,146

Restricted cash and cash equivalents, and 27,057 43,860 restricted bank time deposits

Short-term investments 51,013 20,215

Net debt, excluding long-term restrictedcash, cash equivalents, time deposits, and 55,099 416,154 investments

Long-term restricted cash, cash 15,712 26,363 equivalents, time deposits and investments

Net debt, including long-term restrictedcash, cash equivalents, time deposits, and $ 39,387 $ 389,791 investments



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

(2) Adjusted for financing fee amortization.

Table 4

VERINT SYSTEMS INC. AND SUBSIDIARIES

Additional Information Regarding Apax Series B Investment

(Unaudited)

Three Months Ended Year Ended January 31, January 31,

(in thousands) 2021 2020 2021 2020

GAAP net (loss) incomeattributable to Verint $ (22,436) $ 4,869 $ (14,923) $ 28,684 Systems Inc. commonshares

Future tranche right 33,312 - 56,146 - revaluation (1)

Adjusted net incomeattributable to VerintSystems Inc. common $ 10,876 $ 4,869 $ 41,223 $ 28,684 shares excluding futuretranche rightrevaluation

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

Table 5

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Customer Engagement Revenue and Cloud Metrics

(Unaudited)

Three Months Ended Year Ended January 31, January 31,

(in thousands) 2021 2020 2021 2020

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



Software (includescloud and support) $ 199,079 $ 180,836 $ 717,464 $ 714,260 revenue - GAAP

Perpetual revenue - 42,025 40,526 141,840 179,882 GAAP

Cloud revenue - GAAP 85,966 61,234 277,411 220,477

Support revenue - GAAP 71,088 79,076 298,213 313,901

Professional services $ 26,001 $ 29,222 $ 112,783 $ 132,265 revenue - GAAP

Total revenue - GAAP $ 225,080 $ 210,058 $ 830,247 $ 846,525



Estimated software(includes cloud and $ 1,781 $ 4,702 $ 10,336 $ 26,675 support) revenueadjustments

Estimated perpetual - - - - revenue adjustments

Estimated cloud revenue 1,772 4,637 10,163 26,346 adjustments

Estimated support 9 65 173 329 revenue adjustments

Estimated professionalservices revenue - - - - adjustments

Total estimated revenue $ 1,781 $ 4,702 $ 10,336 $ 26,675 adjustments



Software (includescloud and support) $ 200,860 $ 185,538 $ 727,800 $ 740,935 revenue - non-GAAP

Perpetual revenue - 42,025 40,526 141,840 179,882 non-GAAP

Cloud revenue - 87,738 65,871 287,574 246,823 non-GAAP

Support revenue - 71,097 79,141 298,386 314,230 non-GAAP

Professional services $ 26,001 $ 29,222 $ 112,783 $ 132,265 revenue - non-GAAP

Total revenue - $ 226,861 $ 214,760 $ 840,583 $ 873,200 non-GAAP



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



SaaS revenue - GAAP $ 69,851 $ 46,715 $ 217,952 $ 163,943

Bundled SaaS revenue - 39,345 31,406 145,962 115,925 GAAP

Unbundled SaaS revenue 30,506 15,309 71,990 48,018 - GAAP (1)

Optional managed $ 16,115 $ 14,519 $ 59,459 $ 56,534 services revenue - GAAP

Cloud revenue - GAAP $ 85,966 $ 61,234 $ 277,411 $ 220,477



Estimated SaaS revenue $ 1,546 $ 4,267 $ 9,165 $ 24,464 adjustments

Estimated bundled SaaS 1,503 4,225 8,988 23,500 revenue adjustments

Estimated unbundledSaaS revenue 43 42 177 964 adjustments

Estimated optionalmanaged services $ 226 $ 370 $ 998 $ 1,882 revenue adjustments

Estimated cloud revenue $ 1,772 $ 4,637 $ 10,163 $ 26,346 adjustments



SaaS revenue - non-GAAP $ 71,397 $ 50,982 $ 227,117 $ 188,407

Bundled SaaS revenue - 40,848 35,631 154,950 139,425 non-GAAP

Unbundled SaaS revenue 30,549 15,351 72,167 48,982 - non-GAAP (1)

Optional managedservices revenue - $ 16,341 $ 14,889 $ 60,457 $ 58,416 non-GAAP

Cloud revenue - $ 87,738 $ 65,871 $ 287,574 $ 246,823 non-GAAP



Table of New SaaS ACV

New SaaS ACV $ 21,907 $ 15,785 $ 66,155 $ 49,710

New SaaS ACV Growth YoY 38.8 % 35.4 % 33.1 % 71.0 %



Table of New PerpetualLicense Equivalent Bookings

New perpetual license $ 82,313 $ 71,465 $ 258,307 $ 270,801 equivalent bookings (2)

New perpetual licenseequivalent bookings 15.2 % (10.3) % (4.6) % 5.3 %change YoY

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

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

Table 6

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Cyber Intelligence Revenue Metrics

(Unaudited)

Three Months Ended Year Ended January 31, January 31,

(in thousands) 2021 2020 2021 2020

Recurring revenue - $ 58,588 $ 52,092 $ 223,405 $ 192,578 GAAP

Nonrecurring revenue - 65,432 77,053 220,053 264,531 GAAP

Total revenue - GAAP $ 124,020 $ 129,145 $ 443,458 $ 457,109



Estimated recurring $ 547 $ 471 $ 3,569 $ 622 revenue adjustments

Estimated nonrecurring - 5,086 - 5,086 revenue adjustments

Total estimated revenue $ 547 $ 5,557 $ 3,569 $ 5,708 adjustments



Recurring revenue - $ 59,135 $ 52,563 $ 226,974 $ 193,200 non-GAAP

Nonrecurring revenue - 65,432 82,139 220,053 269,617 non-GAAP

Total revenue - $ 124,567 $ 134,702 $ 447,027 $ 462,817 non-GAAP



Table 7

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Segment and Shared Support Metrics

(Unaudited)

Three Months EndedJanuary 31,

Year EndedJanuary 31,

(in thousands)

2021

2020

2021

2020

Segment expenses - GAAP (1)

$

245,120

$

249,479

$

908,112

$

981,507

Shared support expenses - GAAP (2)

81,507

61,428

256,888

234,271

Total expenses - GAAP

$

326,627

$

310,907

$

1,165,000

$

1,215,778

Estimated segment expense adjustments

$

(22,341)

$

(32,378)

$

(97,322)

$

(114,106)

Estimated shared support expense adjustments

(30,201)

(17,740)

(76,855)

(56,963)

Total estimated expense adjustments

$

(52,542)

$

(50,118)

$

(174,177)

$

(171,069)

Segment expenses - non-GAAP (1)

$

222,779

$

217,101

$

810,790

$

867,401

Shared support expenses - non-GAAP (2)

51,306

43,688

180,033

177,308

Total expenses - non-GAAP

$

274,085

$

260,789

$

990,823

$

1,044,709

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

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

Table 7

VERINT SYSTEMS INC. AND SUBSIDIARIES

GAAP to Non-GAAP Segment and Shared Support Metrics

(Unaudited)

Three Months Ended Year Ended January 31, January 31,

(in thousands) 2021 2020 2021 2020

Segment expenses $ 245,120 $ 249,479 $ 908,112 $ 981,507 - GAAP^ (1)

Shared supportexpenses - GAAP ^ 81,507 61,428 256,888 234,271 (2)

Total expenses - $ 326,627 $ 310,907 $ 1,165,000 $ 1,215,778 GAAP



Estimated segmentexpense $ (22,341) $ (32,378) $ (97,322) $ (114,106) adjustments

Estimated sharedsupport expense (30,201) (17,740) (76,855) (56,963) adjustments

Total estimatedexpense $ (52,542) $ (50,118) $ (174,177) $ (171,069) adjustments



Segment expenses $ 222,779 $ 217,101 $ 810,790 $ 867,401 - non-GAAP ^(1)

Shared supportexpenses - 51,306 43,688 180,033 177,308 non-GAAP ^(2)

Total expenses - $ 274,085 $ 260,789 $ 990,823 $ 1,044,709 non-GAAP

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

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

Table 8

VERINT SYSTEMS INC. AND SUBSIDIARIES

Calculation of Change in Revenue on a Constant Currency Basis

(Unaudited)

GAAP Revenue Non-GAAP Revenue

(in thousands, except Three Year Three Yearpercentages) Months Ended Months Ended Ended Ended

Total Revenue

Revenue for the threemonths and year ended $ 339,203 $ 1,303,634 $ 349,462 $ 1,336,017 January 31, 2020

Revenue for the threemonths and year ended $ 349,100 $ 1,273,705 $ 351,428 $ 1,287,610 January 31, 2021

Revenue for the threemonths and year ended $ 346,000 $ 1,273,000 $ 348,000 $ 1,287,000 January 31, 2021 atconstant currency^(1)

Reportedperiod-over-period 2.9 % (2.3) % 0.6 % (3.6) %revenue change

% impact from change inforeign currency (0.9) % - % (1.0) % (0.1) %exchange rates

Constant currencyperiod-over-period 2.0 % (2.3) % (0.4) % (3.7) %revenue change



Customer Engagement

Revenue for the threemonths and year ended $ 210,058 $ 846,525 $ 214,760 $ 873,200 January 31, 2020

Revenue for the threemonths and year ended $ 225,080 $ 830,247 $ 226,861 $ 840,583 January 31, 2021

Revenue for the threemonths and year ended $ 223,000 $ 829,000 $ 224,000 $ 839,000 January 31, 2021 atconstant currency^(1)

Reportedperiod-over-period 7.2 % (1.9) % 5.6 % (3.7) %revenue change

% impact from change inforeign currency (1.0) % (0.2) % (1.3) % (0.2) %exchange rates

Constant currencyperiod-over-period 6.2 % (2.1) % 4.3 % (3.9) %revenue change



Cyber Intelligence

Revenue for the threemonths and year ended $ 129,145 $ 457,109 $ 134,702 $ 462,817 January 31, 2020

Revenue for the threemonths and year ended $ 124,020 $ 443,458 $ 124,567 $ 447,027 January 31, 2021

Revenue for the threemonths and year ended $ 123,000 $ 444,000 $ 124,000 $ 448,000 January 31, 2021 atconstant currency^(1)

Reportedperiod-over-period (4.0) % (3.0) % (7.5) % (3.4) %revenue change

% impact from change inforeign currency (0.8) % 0.1 % (0.4) % 0.2 %exchange rates

Constant currencyperiod-over-period (4.8) % (2.9) % (7.9) % (3.2) %revenue change

(1) Revenue for the three months and year ended January 31, 2021 at constant currency is calculated by translating current-period GAAP or non-GAAP foreign currency revenue (as applicable) into U.S. dollars using average foreign currency exchange rates for the three months and year ended January 31, 2020 rather than actual current-period foreign currency exchange rates.

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

Table 9

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

January 31,

(in thousands, except share and per share data) 2021 2020

Assets

Current Assets:

Cash and cash equivalents $ 663,843 $ 379,146

Restricted cash and cash equivalents, and 27,057 43,860 restricted bank time deposits

Short-term investments 51,013 20,215

Accounts receivable, net of allowance fordoubtful accounts of $6.2 million and $5.3 381,158 382,435 million, respectively

Contract assets, net 57,033 64,961

Inventories 20,083 20,495

Prepaid expenses and other current assets 77,555 87,946

Total current assets 1,277,742 999,058

Property and equipment, net 106,242 116,111

Operating lease right-of-use assets 88,889 102,149

Goodwill 1,485,590 1,469,211

Intangible assets, net 149,043 197,764

Deferred income taxes 14,489 13,802

Other assets 139,300 117,963

Total assets $ 3,261,295 $ 3,016,058



Liabilities, Temporary Equity, and Stockholders' Equity

Current Liabilities:

Accounts payable $ 76,975 $ 71,604

Accrued expenses and other current liabilities 311,706 229,698

Current maturities of long-term debt 386,713 4,250

Contract liabilities 388,045 397,350

Total current liabilities 1,163,439 702,902

Long-term debt 402,781 832,798

Long-term contract liabilities 38,539 40,565

Operating lease liabilities 79,886 90,372

Deferred income taxes 36,976 39,829

Other liabilities 51,641 67,155

Total liabilities 1,773,262 1,773,621

Commitments and Contingencies

Temporary Equity:

Preferred stock - $0.001 par value; authorized2,207,000; Series A Preferred Stock; 200,000shares issued and outstanding at January 31,2021; no shares issued and outstanding at 200,628 - January 31, 2020; aggregate liquidationpreference and current redemption value of$206,067 at January 31, 2021.

Equity component of currently redeemable 4,841 - convertible notes

Total temporary equity 205,469 -

Stockholders' Equity:

Common stock - $0.001 par value; authorized120,000,000 shares. Issued 70,177,000 and68,529,000; outstanding 65,773,000 and 70 68 64,738,000 shares at January 31, 2021 and 2020,respectively

Additional paid-in capital 1,726,166 1,660,889

Treasury stock, at cost 4,404,000 and 3,791,000shares at January 31, 2021 and 2020, (208,124) (174,134) respectively

Accumulated deficit (113,797) (105,590)

Accumulated other comprehensive loss (136,878) (151,865)

Total Verint Systems Inc. stockholders' equity 1,267,437 1,229,368

Noncontrolling interests 15,127 13,069

Total stockholders' equity 1,282,564 1,242,437

Total liabilities, temporary equity, and $ 3,261,295 $ 3,016,058 stockholders' equity

Table 10

VERINT SYSTEMS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Year EndedJanuary 31,

(in thousands)

2021

2020

Cash flows from operating activities:

Net (loss) income

$

(107)

$

35,683

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

Depreciation and amortization

100,408

91,532

Provision for doubtful accounts

3,777

2,572

Stock-based compensation, excluding cash-settled awards

62,289

82,698

Change in fair value of future tranche right

56,146

-

Amortization of discount on convertible notes

12,883

12,490

(Benefit) provision from deferred income taxes

(3,735)

2,145

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

1,362

(599)

Other non-cash items, net

(8,188)

4,544

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

Accounts receivable

(2,288)

(6,894)

Contract assets

8,379

(1,470)

Inventories

(1,508)

1,752

Prepaid expenses and other assets

(16,736)

13,523

Accounts payable and accrued expenses

49,430

(14,488)

Contract liabilities

(11,332)

27,575

Other liabilities

902

(13,290)

Other, net

2,164

131

Net cash provided by operating activities

253,846

237,904

Cash flows from investing activities:

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

-

(74,096)

Purchases of property and equipment

(27,880)

(35,028)

Purchases of investments

(151,116)

(47,407)

Maturities and sales of investments

120,937

59,324

Settlements of derivative financial instruments not designated as hedges

159

3,093

Cash paid for capitalized software development costs

(12,444)

(17,222)

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

31,238

(14,215)

Other investing activities

1,863

(250)

Net cash used in investing activities

(37,243)

(125,801)

Cash flows from financing activities:

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

197,254

-

Proceeds from borrowings

155,000

45,000

Repayments of borrowings and other financing obligations

(207,165)

(6,478)

Payments to repurchase convertible notes

(13,032)

-

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

(2,287)

(212)

Dividends or distributions paid to noncontrolling interests

(5,414)

(5,488)

Purchases of treasury stock

(36,836)

(113,690)

Preferred stock dividend payments

(1,589)

-

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

(13,998)

(30,454)

Net cash provided by (used in) financing activities

71,933

(111,322)

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

(60)

(1,823)

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

288,476

(1,042)

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

411,657

412,699

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

$

700,133

$

411,657

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

Cash and cash equivalents

$

663,843

$

379,146

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

25,910

24,513

Restricted cash and cash equivalents included in other assets

10,380

7,998

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

$

700,133

$

411,657

See notes to consolidated financial statements.

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

This press release contains non-GAAP financial measures, consisting of non-GAAP revenue, non-GAAP software revenue (includes cloud and support), non-GAAP perpetual revenue, non-GAAP support revenue, non-GAAP professional services revenue, non-GAAP recurring revenue, non-GAAP nonrecurring revenue, non-GAAP cloud revenue, non-GAAP SaaS revenue, non-GAAP bundled SaaS revenue, non-GAAP unbundled SaaS revenue, non-GAAP optional managed services revenue, estimated GAAP fully allocated cost of revenue, estimated GAAP and non-GAAP fully allocated gross profit and gross margins, estimated GAAP and non-GAAP fully allocated research and development, net, estimated GAAP and non-GAAP fully allocated selling, general and administrative expenses, estimated GAAP and non-GAAP fully allocated operating income and operating margins, non-GAAP other income (expense), net, non-GAAP provision (benefit) for income taxes and non-GAAP effective income tax rate, non-GAAP net income attributable to Verint Systems Inc. common shares, non-GAAP diluted net income per common share attributable to Verint Systems Inc., estimated fully allocated adjusted EBITDA and adjusted EBITDA margins, net debt, additional information regarding Apax Series B investment, non-GAAP segment expenses, non-GAAP shared support expenses and constant currency measures. The tables above include a reconciliation of each non-GAAP financial measure for completed periods presented in this press release to the most directly comparable GAAP financial measure.

We believe these non-GAAP financial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental information about the financial performance of our business by:

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

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

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

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

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

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

Stock-based compensation expenses. We exclude stock-based compensation expenses related to restricted stock awards, stock bonus programs, bonus share programs, and other stock-based awards from our non-GAAP financial measures. We evaluate our performance both with and without these measures because stock-based compensation is typically a non-cash expense and can vary significantly over time based on the timing, size and nature of awards granted, and is influenced in part by certain factors which are generally beyond our control, such as the volatility of the price of our common stock. In addition, measurement of stock-based compensation is subject to varying valuation methodologies and subjective assumptions, and therefore we believe that excluding stock-based compensation from our non-GAAP financial measures allows for meaningful comparisons of our current operating results to our historical operating results and to other companies in our industry.

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

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

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

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

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

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

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

Impairment charges and other adjustments. We exclude from our non-GAAP financial measures asset impairment charges (other than those already included within restructuring or acquisition activity), rent expense for redundant facilities, gains or losses on sales of property, gains or losses on settlements of certain legal matters, and certain professional fees unrelated to our ongoing operations, including fees and expenses (or recoveries) related to a shareholder proxy contest that was settled in June 2019 of $(1.3) million and $7.9 million during the years ended January 31, 2021 and 2020, respectively, all of which are unusual in nature and can vary significantly in amount and frequency.

Non-GAAP income tax adjustments. We exclude our GAAP provision (benefit) for income taxes from our non-GAAP measures of net income attributable to Verint Systems Inc., and instead include a non-GAAP provision for income taxes, determined by applying a non-GAAP effective income tax rate to our income before provision for income taxes, as adjusted for the non-GAAP items described above. The non-GAAP effective income tax rate is generally based upon the income taxes we expect to pay in the reporting year. Our GAAP effective income tax rate can vary significantly from year to year as a result of tax law changes, settlements with tax authorities, changes in the geographic mix of earnings including acquisition activity, changes in the projected realizability of deferred tax assets, and other unusual or period-specific events, all of which can vary in size and frequency. We believe that our non-GAAP effective income tax rate removes much of this variability and facilitates meaningful comparisons of operating results across periods. Our non-GAAP effective income tax rate for the year ended January 31, 2021 is 6% and was 8% for the year ended January 31, 2020. We evaluate our non-GAAP effective income tax rate on an ongoing basis, and it can change from time to time. Our non-GAAP income tax rate can differ materially from our GAAP effective income tax rate.

Customer Engagement Revenue Metrics and Operating Metrics

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

Cloud revenue primarily consists of SaaS and optional managed services.

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

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

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

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

Cyber Intelligence Recurring and Nonrecurring Revenue Metrics

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

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

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

Adjusted EBITDA

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

Net Debt

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

Supplemental Information About Constant Currency

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

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

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

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CONTACT: Investor Relations Matthew Frankel, CFA Verint Systems Inc. (631) 962-9672 matthew.frankel@verint.com