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 Verint Reports Third Quarter Results
   Wednesday, December 07, 2016 4:05:02 PM ET

Verint(R) Systems Inc. (VRNT ), a global leader in Actionable Intelligence(R) solutions and value-added services, today announced results for the three and nine months ended October 31, 2016.

Financial Highlights

Below is selected unaudited financial information for the three and nine months ended October 31, 2016 prepared in accordance with generally accepted accounting principles ("GAAP") and not in accordance with GAAP ("non-GAAP").

Three Months Ended October 31, 2016 - GAAP                      Three Months Ended October 31, 2016 - Non-GAAP
   Revenue: $258.9 million(1)                                                                              Revenue: $260.0 million(1)
                      Operating income: $5.5 million                                                                                             Operating income: $49.0 million
                      Diluted net loss per share: $(0.13)                                                                                        Diluted net income per share: $0.59
                                                                                                                                                  
Nine Months Ended October 31, 2016 - GAAP                                                                                Nine Months Ended October 31, 2016 - Non-GAAP
                      Revenue: $766.2 million(1)                                                                                                 Revenue: $773.2 million(1)
                      Operating loss: $(2.0) million                                                                                             Operating income: $132.2 million
                      Diluted net loss per share: $(0.60)                                                                                        Diluted net income per share: $1.62
                                                                                                                                                  
(1) Please refer to Table 6 for constant currency revenue
information, and "Supplemental Information about Non-GAAP Financial
Measures" at the end of this press release for more information.
 


CEO Commentary

"Verint is an actionable intelligence leader in two markets, Customer Engagement and Cyber Intelligence. In Customer Engagement, we continue to focus our strategy across four pillars: expanding our portfolio; delivering advanced analytics; offering deployment flexibility; and, growing our partner network. We are pleased with the progress we have made year-to-date on our strategy, and expect our Customer Engagement business to achieve mid-single digit non-GAAP revenue growth on a constant currency basis for the year, and similar growth next fiscal year," said Dan Bodner, Verint CEO and President.

"In Cyber Intelligence, we are pleased with our strong recent order activity reflecting governments’ need for sophisticated cyber intelligence solutions to address pressing security threats. We expect to finish the year with a strong fourth quarter and expect mid-to-high single digit revenue growth on a constant currency basis next year in Cyber Intelligence," Bodner continued.

"This is the first quarter we are reporting as two segments and we are taking steps to provide our two businesses greater agility to extend market leadership in their respective markets," concluded Bodner.

Financial Outlook

Below is Verint’s non-GAAP outlook for the year ending January 31, 2017.

-- We expect total revenue to be $1.075 billion +/- 2.0% and diluted earnings per share to be approximately $2.50 at the mid-point of our revenue guidance.

Below is Verint’s non-GAAP preliminary outlook for the year ending January 31, 2018.

-- In Customer Engagement, we expect mid-single digit revenue growth on a constant currency basis.

-- In Cyber Intelligence, we expect mid-to-high single digit revenue growth on a constant currency basis.

-- Overall, we expect our earnings to grow slightly faster than revenue with some operating margin improvement.

We are not providing a complete quantitative reconciliation of our non-GAAP outlook to the corresponding GAAP information because the GAAP measures that we exclude from our non-GAAP outlook are uncertain and difficult to predict, and are therefore not available without unreasonable effort. Moreover, because of these uncertainties, we are only able to assess a range of the probable significance for some but not all of these excluded GAAP measures.

Our non-GAAP outlook for the year ending January 31, 2017 excludes the following GAAP measures which we are able to quantify with reasonable certainty:

-- Amortization of intangible assets - approximately $80 million.

-- Amortization of discount on convertible notes - approximately $11 million.

Our non-GAAP outlook for the year ending January 31, 2017 excludes the following GAAP measures for which we are able to provide a range of probable significance:

-- Revenue adjustments related to completed acquisitions - for the nine months ended October 31, 2016, revenue adjustments related to completed acquisitions were approximately $7 million, and are expected to be between approximately $7 million and $8 million for the year ending January 31, 2017.

-- Stock-based compensation - for the nine months ended October 31, 2016, stock-based compensation was approximately $46 million, and is expected to be between approximately $60 million and $65 million for the year ending January 31, 2017, assuming market prices for our common stock approximately consistent with current levels.

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 to assess the probable significance of 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 tax adjustments due to the level of unpredictability and uncertainty associated with these items. Actual amounts for these measures for the three and nine months ended October 31, 2016 appear in Table 3 to 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 and nine months ended October 31, 2016 and outlook for the year ending January 31, 2017. 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 26030570. Please dial in 5-10 minutes prior to the scheduled start time.

About Non-GAAP Financial Measures This press release and the accompanying tables include non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of non-GAAP financial measures presented for completed periods to the most directly comparable financial measures prepared in accordance with GAAP, please see Tables 2, 3 and 6 as well as "Supplemental Information About Non-GAAP Financial Measures" at the end of this press release.

About Verint Systems Inc. Verint(R) (VRNT ) is a global leader in Actionable Intelligence(R) solutions with a focus on customer engagement optimization, security intelligence, and fraud, risk and compliance. Today, more than 10,000 organizations in approximately 180 countries--including over 80 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 general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business; risks associated with our ability to keep pace with technological changes, evolving industry standards, and customer challenges, such as the proliferation and strengthening of encryption and the transition of portions of the software market to the cloud, 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; risks due to aggressive competition in all of our markets, including with respect to maintaining margins and sufficient levels of investment in our business; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, 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 effectively and efficiently enhance our existing operations and execute on our growth strategy and profitability goals, including managing investments in our business and operations, managing our cloud transition and our revenue mix, and enhancing and securing our internal and external operations; risks associated with our ability to effectively and efficiently allocate limited financial and human resources to business, developmental, strategic, or other opportunities, and risk that such investments may not come to fruition or produce satisfactory returns; risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators; 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 and with security vulnerabilities or lapses, including information technology system breaches, failures, or disruptions; risks that our products or services, or those of third-party suppliers, partners, or OEMs which we incorporate into our offerings or otherwise rely on, may contain defects or may 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, and fluctuations in foreign exchange rates; risks associated with a significant amount of our business coming from domestic and foreign government customers, including the ability to maintain security clearances for applicable projects; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate; risks associated with our ability to retain and recruit qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; challenges associated with selling sophisticated solutions, including with respect to educating our customers on the benefits of our solutions or assisting them in realizing such benefits; 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, our ability to accurately forecast when a sales opportunity will convert to an order, or to forecast revenue and expenses, and 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 or claim infringement on their intellectual property rights; risks that our customers or partners delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position 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 CTI’s former subsidiary, Xura, Inc. (formerly, Comverse, Inc.), being unwilling or unable to provide us with certain indemnities or transition services to which we are entitled; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, and personnel and our ability to successfully implement and maintain adequate systems and internal controls for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; and risks associated with changing tax rates, tax laws and regulations, and the continuing availability of expected tax benefits. 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, 2016, our Quarterly Report on Form 10-Q for the quarter ended October 31, 2016, when filed, and other filings we make with the SEC.

VERINT, ACTIONABLE INTELLIGENCE, MAKE BIG DATA ACTIONABLE, CUSTOMER-INSPIRED EXCELLENCE, INTELLIGENCE IN ACTION, IMPACT 360, WITNESS, VERINT VERIFIED, KANA, LAGAN, VOVICI, GMT, VICTRIO, AUDIOLOG, CONTACT SOLUTIONS, OPINIONLAB, ENTERPRISE INTELLIGENCE SOLUTIONS, SECURITY INTELLIGENCE SOLUTIONS, VOICE OF THE CUSTOMER ANALYTICS, NEXTIVA, EDGEVR, RELIANT, VANTAGE, STAR-GATE, ENGAGE, CYBERVISION, FOCALINFO, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners.

 
 
                                                                                                                                           Table 1
                                                                                                                            VERINT SYSTEMS INC. AND SUBSIDIARIES
                                                                                                                       Condensed Consolidated Statements of Operations
                                                                                                                                         (Unaudited)
                                                                                                                                                           
                                                                                                                         Three Months Ended                                                                                            Nine Months Ended
                                                                                                                             October 31,                                                                                                  October 31,
                                                                                       -------------------------------------------------------------------------------                            -----------------------------------------------------------------------------------
(in thousands, except per share data)                                                                2016                              2015                                                  2016                                 2015
-----------------------------------------------------------------                      --------------------------------                     ---------------------------------                     ---------------------------------                     ------------------------------------
Revenue:
Product                                                                                  $ 88,004                                             $ 115,573                                             $ 254,172                                                $ 340,139
Service and support                                                                       170,898                            168,481                            512,075                               509,333  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
  Total revenue                                                                           258,902                            284,054                            766,247                               849,472  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Cost of revenue:
Product                                                                                    29,499                                                34,982                                                82,455                                                  111,756
Service and support                                                                        64,007                                                61,475                                               195,892                                                  188,576
Amortization of acquired technology                                                         9,700                              9,060                             28,014                                26,896  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
  Total cost of revenue                                                                   103,206                            105,517                            306,361                               327,228  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Gross profit                                                                              155,696                            178,537                            459,886                               522,244  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Operating expenses:
Research and development, net                                                              41,028                                                45,443                                               128,847                                                  134,741
Selling, general and administrative                                                        98,899                                                99,870                                               300,080                                                  314,489
Amortization of other acquired intangible assets                                           10,244                             10,896                             32,976                                32,366  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
  Total operating expenses                                                                150,171                            156,209                            461,903                               481,596  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Operating income (loss)                                                                     5,525                             22,328                             (2,017 )                                                 40,648  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Other income (expense), net:
Interest income                                                                               229                                                   335                                                   695                                                      992
Interest expense                                                                           (8,708 )                                              (8,467 )                                             (25,976 )                                                (25,365 )
Other expense, net                                                                         (1,121 )                                              (4,175 )                                              (2,660 )                                                 (7,715 )
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
  Total other expense, net                                                                 (9,600 )                                             (12,307 )                                             (27,941 )                                                (32,088 )
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
(Loss) income before provision for income taxes                                            (4,075 )                                              10,021                                               (29,958 )                                                  8,560
Provision for income taxes                                                                  3,359                              1,551                              4,747                                 5,119  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Net (loss) income                                                                          (7,434 )                                               8,470                                               (34,705 )                                                  3,441
Net income attributable to noncontrolling interest                                            803                                836                              2,693                                 3,308  
                                                                                       -------------------------------                      --------------------------------                      --------------------------------                      -----------------------------------
Net (loss) income attributable to Verint Systems Inc.                                    $ (8,237 )                                           $   7,634                          $ (37,398 )                                              $     133  
                                                                                       === ====== ====================                      === ======= ====================                      === ======= ====================                      ====== ======= ====================
                                                                                                                                                                                                                                                         
Net (loss) income per common share attributable to Verint Systems
Inc.:
Basic                                                                                    $  (0.13 )                                           $    0.12                          $   (0.60 )                                              $    0.00  
                                                                                       === ====== ====================                      === ======= ====================                      === ======= ====================                      ====== ======= ====================
Diluted                                                                                  $  (0.13 )                                           $    0.12                          $   (0.60 )                                              $    0.00  
                                                                                       === ====== ====================                      === ======= ====================                      === ======= ====================                      ====== ======= ====================
                                                                                                                                                                                                                                                         
Weighted-average common shares outstanding:
Basic                                                                                      62,895                             62,206                             62,602                                61,666  
                                                                                       ===============================                      ================================                      ================================                      ===================================
Diluted                                                                                    62,895                             62,778                             62,602                                62,803  
                                                                                       ===============================                      ================================                      ================================                      ===================================
 
 
                                                                                                                                                                      Table 2
                                                                                                                                                       VERINT SYSTEMS INC. AND SUBSIDIARIES
                                                                                                                                                                  Segment Revenue
                                                                                                                                                                    (Unaudited)
                                                                                                                
                                                                                                                                                                                                                                       Three Months Ended                                                      Nine Months Ended
                                                                                                                                                                                                                                           October 31,                                                            October 31,
                                                                                                                                                                                                                          ----------------------------------------                          --------------------------------------------------
 (in thousands)                                                                                                                                                                                                               2016          2015                             2016               2015
-------------------------------------------------                                                                                                                                                                         ------------                     ------------                     ------------                     ----------------------
GAAP Revenue By Segment:
Customer Engagement                                                                                                                                                                                                         $ 172,757                        $ 175,607                        $ 519,010                               $    515,991
Cyber Intelligence                                                                                                                                                                                                             86,145                          108,447                          247,237                                    333,481
                                                                                                                                                                                                                          ------------                     ------------                     ------------                     ----------------------
GAAP Total Revenue                                                                                                                                                                                                          $ 258,902                        $ 284,054                        $ 766,247                               $    849,472
                                                                                                                                                                                                                          === =======                      === =======                      === =======                      ========== ==========
                                                                                                                                                                                                                                                                                                                              
Revenue Adjustments Related to Acquisitions:
Customer Engagement                                                                                                                                                                                                         $   1,103                        $   1,168                        $   6,610                               $      2,477
Cyber Intelligence                                                                                                                                                                                                                 24                              122                              300                                        851
                                                                                                                                                                                                                          ------------                     ------------                     ------------                     ----------------------
Total Revenue Adjustments Related to Acquisitions                                                                                                                                                                           $   1,127                        $   1,290                        $   6,910                               $      3,328
                                                                                                                                                                                                                          === =======                      === =======                      === =======                      ========== ==========
                                                                                                                                                                                                                                                                                                                              
Non-GAAP Revenue By Segment:
Customer Engagement                                                                                                                                                                                                         $ 173,860                        $ 176,775                        $ 525,620                               $    518,468
Cyber Intelligence                                                                                                                                                                                                             86,169                          108,569                          247,537                                    334,332
                                                                                                                                                                                                                          ------------                     ------------                     ------------                     ----------------------
Non-GAAP Total Revenue                                                                                                                                                                                                      $ 260,029                        $ 285,344                        $ 773,157                               $    852,800
                                                                                                                                                                                                                          === =======                      === =======                      === =======                      ========== ==========
 
 
                                                                                                                                                   Table 3
                                                                                                                                    VERINT SYSTEMS INC. AND SUBSIDIARIES
                                                                                                                                 Reconciliation of GAAP to Non-GAAP Results
                                                                                                                                                 (Unaudited)
                                                                                                                                                                      
                                                                                                                               Three Months Ended                                                                                                   Nine Months Ended
                                                                                                                                   October 31,                                                                                                         October 31,
                                                                                         ----------------------------------------------------------------------------------------                            ----------------------------------------------------------------------------------------
 (in thousands, except per share data)                                                                   2016                                   2015                                                      2016                                   2015
-------------------------------------------------------------------                      -------------------------------------                     -------------------------------------                     -------------------------------------                     -------------------------------------
                                                                                                                                                                                                                                                                        
Table of Reconciliation from GAAP Gross
Profit to Non-GAAP Gross Profit
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP gross profit                                                                              $ 155,696                              $ 178,537                              $ 459,886                              $ 522,244  
                                                                                         ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------
   GAAP gross margin                                                                                60.1                    %                                 62.9                    %                                 60.0                    %                                 61.5                    %
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Revenue adjustments related to acquisitions                                                        1,127                                                     1,290                                                     6,910                                                     3,328
Amortization of acquired technology                                                                9,700                                                     9,060                                                    28,014                                                    26,896
Stock-based compensation expenses                                                                  1,807                                                     2,192                                                     5,573                                                     5,074
Acquisition expenses, net                                                                 --                                                        (2 )                                                       2                                                       121
Restructuring expenses                                                                               787                                                       212                                                     1,829                                                     1,436
Impairment charge                                                                         --                                            --                                            --                                                     2,282
Other adjustments                                                                         --                         --                         --                         --  
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Non-GAAP gross profit                                                                          $ 169,117                              $ 191,289                              $ 502,214                              $ 561,381  
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
   Non-GAAP gross margin                                                                            65.0                    %                                 67.0                    %                                 65.0                    %                                 65.8                    %
                                                                                         ====================================                      ====================================                      ====================================                      ====================================
                                                                                                                                                                                                                                                                        
Table of Reconciliation from GAAP
Operating Income (Loss) to Non-GAAP Operating Income
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP operating income (loss)                                                                   $   5,525                              $  22,328                              $  (2,017 )                                               $  40,648  
                                                                                         ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------
   As a percentage of GAAP revenue                                                                   2.1                    %                                  7.9                    %                                 (0.3                   )%                                  4.8                    %
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Revenue adjustments related to acquisitions                                                        1,127                                                     1,290                                                     6,910                                                     3,328
Amortization of acquired technology                                                                9,700                                                     9,060                                                    28,014                                                    26,896
Amortization of other acquired intangible assets                                                  10,244                                                    10,896                                                    32,976                                                    32,366
Stock-based compensation expenses                                                                 13,954                                                    16,424                                                    45,682                                                    50,257
Acquisition expenses, net                                                                          3,480                                                       (95 )                                                   8,063                                                     6,520
Restructuring expenses                                                                             4,955                                                     3,093                                                    12,220                                                    10,332
Impairment charge                                                                         --                                            --                                            --                                                     2,282
Other adjustments                                                                                     58                                    175                                    401                                    861  
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Non-GAAP operating income                                                                      $  49,043                              $  63,171                              $ 132,249                              $ 173,490  
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
   As a percentage of non-GAAP revenue                                                              18.9                    %                                 22.1                    %                                 17.1                    %                                 20.3                    %
                                                                                         ====================================                      ====================================                      ====================================                      ====================================
                                                                                                                                                                                                                                                                        
Table of Reconciliation from GAAP Other
Expense, Net to Non-GAAP Other Expense, Net
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP other expense, net                                                                        $  (9,600 )                                               $ (12,307 )                                               $ (27,941 )                                               $ (32,088 )
Unrealized losses (gains) on derivatives, net                                                         87                                                      (126 )                                                     479                                                        (1 )
Amortization of convertible note discount                                                          2,684                                                     2,548                                                     7,948                                                     7,542
Acquisition expenses, net                                                                            (30 )                                                   1,460                                                        56                                                     1,620
Restructuring expenses                                                                              (144 )                                                     153                                                       219                                                       295
Impairment charge                                                                         --                                            --                                                     2,400                                            --
Other adjustments                                                                         --                         --                         --                         --  
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Non-GAAP other expense, net(1)                                                                 $  (7,003 )                                               $  (8,272 )                                               $ (16,839 )                                               $ (22,632 )
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
                                                                                                                                                                                                                                                                        
Table of Reconciliation from GAAP
Provision for Income Taxes to Non-GAAP Provision for Income Taxes
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP provision for income taxes                                                                $   3,359                              $   1,551                              $   4,747                              $   5,119  
                                                                                         ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------
   GAAP effective income tax rate                                                                  (82.4                   )%                                 15.5                    %                                (15.8                   )%                                 59.8                    %
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Non-GAAP tax adjustments                                                                             665                                  3,248                                  5,895                                  7,878  
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Non-GAAP provision for income taxes                                                            $   4,024                              $   4,799                              $  10,642                              $  12,997  
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
   Non-GAAP effective income tax rate                                                                9.6                    %                                  8.7                    %                                  9.2                    %                                  8.6                    %
                                                                                         ====================================                      ====================================                      ====================================                      ====================================
                                                                                                                                                                                                                                                                        
Table of Reconciliation from GAAP Net
(Loss) Income Attributable to Verint Systems Inc. to Non-GAAP Net
Income Attributable to Verint Systems Inc.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP net (loss) income attributable to Verint Systems Inc.                                     $  (8,237 )                                               $   7,634                              $ (37,398 )                                               $     133  
                                                                                         ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------                      ------- ------- --------------------
Revenue adjustments related to acquisitions                                                        1,127                                                     1,290                                                     6,910                                                     3,328
Amortization of acquired technology                                                                9,700                                                     9,060                                                    28,014                                                    26,896
Amortization of other acquired intangible assets                                                  10,244                                                    10,896                                                    32,976                                                    32,366
Stock-based compensation expenses                                                                 13,954                                                    16,424                                                    45,682                                                    50,257
Unrealized losses (gains) on derivatives, net                                                         87                                                      (126 )                                                     479                                                        (1 )
Amortization of convertible note discount                                                          2,684                                                     2,548                                                     7,948                                                     7,542
Acquisition expenses, net                                                                          3,450                                                     1,365                                                     8,119                                                     8,140
Restructuring expenses                                                                             4,811                                                     3,246                                                    12,439                                                    10,627
Impairment charge                                                                         --                                            --                                                     2,400                                                     2,282
Other adjustments                                                                                     58                                                       175                                                       401                                                       861
Non-GAAP tax adjustments                                                                            (665 )                                                  (3,248 )                                                  (5,895 )                                                  (7,878 )
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Total GAAP net (loss) income adjustments                                                          45,450                                 41,630                                139,473                                134,420  
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Non-GAAP net income attributable to Verint Systems Inc.                                        $  37,213                              $  49,264                              $ 102,075                              $ 134,553  
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
                                                                                                                                                                                                                                                                        
Table Comparing GAAP Diluted Net (Loss)
Income Per Common Share Attributable to Verint Systems Inc. to
Non-GAAP Diluted Net Income Per Common Share Attributable to
Verint Systems Inc.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP diluted net (loss) income per common share attributable to                                $   (0.13 )                                               $    0.12                              $   (0.60 )                                               $    0.00  
Verint Systems Inc.
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
Non-GAAP diluted net income per common share attributable to Verint                            $    0.59                              $    0.78                              $    1.62                              $    2.14  
Systems Inc.
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
                                                                                                                                                                                                                                                                        
GAAP diluted weighted-average shares used in computing net (loss)                                 62,895                                                    62,778                                                    62,602                                                    62,803
income per common share attributable to Verint Systems Inc.
Additional weighted-average anti-dilutive shares applicable to                                       355                         --                                    385                         --  
non-GAAP net income per common share attributable to Verint Systems
Inc.
                                                                                         --------------  --------------------                      --------------  --------------------                      --------------  --------------------                      --------------  --------------------
Non-GAAP diluted weighted-average shares used in computing net                                    63,250                                 62,778                                 62,987                                 62,803  
income per common share attributable to Verint Systems Inc.
                                                                                         ==============  ====================                      ==============  ====================                      ==============  ====================                      ==============  ====================
                                                                                                                                                                                                                                                                        
Table of Reconciliation from GAAP Net
(Loss) Income Attributable to Verint Systems Inc. to Adjusted
EBITDA
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
GAAP net (loss) income attributable to Verint Systems Inc.                                     $  (8,237 )                                               $   7,634                                                 $ (37,398 )                                               $     133
Net income attributable to noncontrolling interest                                                   803                                                       836                                                     2,693                                                     3,308
Provision for income taxes                                                                         3,359                                                     1,551                                                     4,747                                                     5,119
Other expense, net                                                                                 9,600                                                    12,307                                                    27,941                                                    32,088
Depreciation and amortization(2)                                                                  27,566                                                    26,290                                                    83,007                                                    77,138
Revenue adjustments related to acquisitions                                                        1,127                                                     1,290                                                     6,910                                                     3,328
Stock-based compensation expenses                                                                 13,954                                                    16,424                                                    45,682                                                    50,257
Acquisition expenses, net                                                                          3,480                                                       (95 )                                                   8,063                                                     6,520
Restructuring expenses                                                                             4,289                                                     2,978                                                    11,550                                                    10,184
Impairment charge                                                                         --                                            --                                            --                                                     2,282
Other adjustments                                                                                     58                                    175                                    401                                    861  
                                                                                         ------------------------------------                      ------------------------------------                      ------------------------------------                      ------------------------------------
Adjusted EBITDA                                                                                $  55,999                              $  69,390                              $ 153,596                              $ 191,218  
                                                                                         ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================                      ======= ======= ====================
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                          October 31,                                               January 31,
                                                                                                                                                                                                                             2016                                                      2016
                                                                                                                                                                                                             -------------------------------------                     -------------------------------------
Table of Reconciliation from Gross Debt
to Net Debt
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                                                        
Current maturities of long-term debt                                               $   4,709                             $   2,104
Long-term debt                                                                       742,067                               735,983
Unamortized debt discounts and issuance costs                                         63,816             73,055  
                                                                             ------------------------------------  ------------------------------------
Gross debt                                                                           810,592            811,142  
                                                                             ------------------------------------  ------------------------------------
Less:
Cash and cash equivalents                                                            295,829                               352,105
Restricted cash and bank time deposits                                                14,628                                11,820
Short-term investments                                                                10,318             55,982  
                                                                             ------------------------------------  ------------------------------------
Net debt                                                                           $ 489,817          $ 391,235  
                                                                             ======= ======= ====================  ======= ======= ====================
 
(1) For the three months ended October 31, 2016, non-GAAP other
expense, net of $7.0 million was comprised of $6.2 million of
interest and other expense, and $0.8 million of foreign exchange
charges primarily related to balance sheet translations.
 
(2) Adjusted for financing fee amortization.
 
 
                                                                                            Table 4
                                                                             VERINT SYSTEMS INC. AND SUBSIDIARIES
                                                                             Condensed Consolidated Balance Sheets
                                                                                          (Unaudited)
                                                                                                                 
                                                                                                          October 31,                                                 January 31,
(in thousands, except share and per share data)                                                              2016                                                        2016
----------------------------------------------------------------------                      ---------------------------------------                     ---------------------------------------
Assets
Current Assets:
Cash and cash equivalents                                                                         $   295,829                                                 $   352,105
Restricted cash and bank time deposits                                                                 14,628                                                      11,820
Short-term investments                                                                                 10,318                                                      55,982
Accounts receivable, net of allowance for doubtful accounts of                                        260,032                                                     256,419
$1.9 million and $1.2 million,
  respectively
Inventories                                                                                            20,392                                                      18,312
Deferred cost of revenue                                                                                3,233                                                       1,876
Prepaid expenses and other current assets                                                              66,627                                   57,598  
                                                                                            --------------------------------------                      --------------------------------------
  Total current assets                                                                                671,059                                  754,112  
                                                                                            --------------------------------------                      --------------------------------------
Property and equipment, net                                                                            77,551                                                      68,904
Goodwill                                                                                            1,197,557                                                   1,207,176
Intangible assets, net                                                                                215,494                                                     246,682
Capitalized software development costs, net                                                            10,219                                                      11,992
Long-term deferred cost of revenue                                                                     10,462                                                      13,117
Other assets                                                                                           79,553                                   53,752  
                                                                                            --------------------------------------                      --------------------------------------
  Total assets                                                                                    $ 2,261,895                              $ 2,355,735  
                                                                                            ======= ========= ====================                      ======= ========= ====================
                                                                                                                                                         
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable                                                                                  $    57,785                                                 $    65,447
Accrued expenses and other current liabilities                                                        203,128                                                     209,071
Deferred revenue                                                                                      144,787                                  167,912  
                                                                                            --------------------------------------                      --------------------------------------
  Total current liabilities                                                                           405,700                                  442,430  
                                                                                            --------------------------------------                      --------------------------------------
Long-term debt                                                                                        742,067                                                     735,983
Long-term deferred revenue                                                                             19,872                                                      20,488
Other liabilities                                                                                      98,178                                   88,670  
                                                                                            --------------------------------------                      --------------------------------------
  Total liabilities                                                                                 1,265,817                                1,287,571  
                                                                                            --------------------------------------                      --------------------------------------
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock - $0.001 par value; authorized 2,207,000 shares at                             --                                              --
October 31, 2016 and January 31,
  2016, respectively; none
issued.
Common stock - $0.001 par value; authorized 120,000,000 shares.                                            64                                                          63
Issued 64,027,000 and
  62,614,000 shares; outstanding
62,679,000 and 62,266,000 shares at October 31, 2016 and January
  31,
2016, respectively.
Additional paid-in capital                                                                          1,435,928                                                   1,387,955
Treasury stock, at cost - 1,348,000 and 348,000 shares at October                                     (46,147 )                                                   (10,251 )
31, 2016 and January 31, 2016,
  respectively.
Accumulated deficit                                                                                  (238,834 )                                                  (201,436 )
Accumulated other comprehensive loss                                                                 (165,816 )                                                  (116,194 )
                                                                                            --------------------------------------                      --------------------------------------
Total Verint Systems Inc. stockholders’ equity                                                        985,195                                                   1,060,137
Noncontrolling interest                                                                                10,883                                    8,027  
                                                                                            --------------------------------------                      --------------------------------------
  Total stockholders’ equity                                                                          996,078                                1,068,164  
                                                                                            --------------------------------------                      --------------------------------------
  Total liabilities and stockholders’ equity                                                      $ 2,261,895                              $ 2,355,735  
                                                                                            ======= ========= ====================                      ======= ========= ====================
 
 
                                                                                       Table 5
                                                                        VERINT SYSTEMS INC. AND SUBSIDIARIES
                                                                   Condensed Consolidated Statements of Cash Flows
                                                                                     (Unaudited)
                                                                    
                                                                                                                              Nine Months Ended
                                                                                                                                 October 31,
                                                                                        --------------------------------------------------------------------------------------
(in thousands)                                                                                         2016                                  2015
------------------------------------------------------------------                      -----------------------------------                     -------------------------------------
Cash flows from operating activities:
Net (loss) income                                                                           $ (34,705 )                                               $   3,441
Adjustments to reconcile net (loss) income to net cash provided
by operating activities:
Depreciation and amortization                                                                  85,411                                                    79,469
Stock-based compensation, excluding cash-settled awards                                        45,547                                                    50,099
Amortization of discount on convertible notes                                                   7,948                                                     7,542
Non-cash gains (losses) on derivative financial instruments, net                                  693                                                      (583 )
Other non-cash items, net                                                                       8,767                                                    11,220
Changes in operating assets and liabilities, net of effects of
business combinations:
Accounts receivable                                                                             3,708                                                     6,241
Inventories                                                                                    (2,823 )                                                  (2,138 )
Deferred cost of revenue                                                                        1,349                                                     4,477
Prepaid expenses and other assets                                                              (6,066 )                                                  (5,462 )
Accounts payable and accrued expenses                                                         (21,305 )                                                 (16,722 )
Deferred revenue                                                                              (21,749 )                                                 (40,130 )
Other, net                                                                                      4,914                                 (9,883 )
                                                                                        ----------------------------------                      ------------------------------------
Net cash provided by operating activities                                                      71,689                                 87,571  
                                                                                        ----------------------------------                      ------------------------------------
                                                                                                                                                 
Cash flows from investing activities:
Cash paid for business combinations, including adjustments, net of                            (72,269 )                                                 (31,618 )
cash acquired
Purchases of property and equipment                                                           (20,611 )                                                 (17,012 )
Purchases of investments                                                                      (34,215 )                                                 (90,689 )
Maturities and sales of investments                                                            79,930                                                    30,985
Cash paid for capitalized software development costs                                           (1,730 )                                                  (3,453 )
Change in restricted cash and bank time deposits, including                                   (31,737 )                                                  16,843  
long-term portion, and other investing activities, net
                                                                                        ------------  --------------------                      --------------  --------------------
Net cash used in investing activities                                                         (80,632 )                                                 (94,944 )
                                                                                        ----------------------------------                      ------------------------------------
                                                                                                                                                 
Cash flows from financing activities:
Repayments of borrowings and other financing obligations                                       (1,987 )                                                    (260 )
Proceeds from exercises of stock options                                                            1                                                       229
Purchases of treasury stock                                                                   (35,896 )                                          --
Payments of contingent consideration for business combinations                                 (3,231 )                                                  (4,792 )
(financing portion)
Other financing activities                                                                     (1,076 )                                                    (239 )
                                                                                        ----------------------------------                      ------------------------------------
Net cash used in financing activities                                                         (42,189 )                                                  (5,062 )
                                                                                        ----------------------------------                      ------------------------------------
Effect of foreign currency exchange rate changes on cash and cash                              (5,144 )                                                    (377 )
equivalents
                                                                                        ------------  --------------------                      --------------  --------------------
Net decrease in cash and cash equivalents                                                     (56,276 )                                                 (12,812 )
Cash and cash equivalents, beginning of period                                                352,105                                285,072  
                                                                                        ----------------------------------                      ------------------------------------
Cash and cash equivalents, end of period                                                    $ 295,829                              $ 272,260  
                                                                                        ===== ======= ====================                      ======= ======= ====================
 
 
                                                                                                            Table 6
                                                                                             VERINT SYSTEMS INC. AND SUBSIDIARIES
                                                                                 Calculation of Change in Revenue on a Constant Currency Basis
                                                                                                          (Unaudited)
                                                                                                                          
                                                                                                          GAAP Revenue                                                                 Non-GAAP Revenue
                                                                                     ------------------------------------------------                            ------------------------------------------------------
                                                                                        Three Months        Nine Months                          Three Months           Nine Months
(in thousands, except percentages)                                                          Ended                                 Ended                                 Ended                                    Ended
---------------------------------------------------------------                      ------------------                     ----------------                     ------------------                     ----------------------
                                                                                                                                                                                                         
Total Revenue
Revenue for the three and nine months ended October 31, 2015                            $ 284,054                             $ 849,472                             $ 285,344                                $ 852,800
Revenue for the three and nine months ended October 31, 2016                            $ 258,902                             $ 766,247                             $ 260,029                                $ 773,157
Revenue for the three and nine months ended October 31, 2016 at                         $ 262,000                             $ 774,000                             $ 263,000                                $ 781,000
constant currency(1)
Reported period-over-period revenue change                                                   (8.9   )%                             (9.8  )%                              (8.9   )%                                (9.3     )%
% impact from change in foreign currency exchange rates                                       1.1    %                              0.9   %                               1.1    %                                 0.9      %
                                                                                     -----------------                      ---------------                      -----------------                      ---------------------
Constant currency period-over-period revenue change                                          (7.8   )%                             (8.9  )%                              (7.8   )%                                (8.4     )%
                                                                                                                                                                                                         
Customer Engagement
Revenue for the three and nine months ended October 31, 2015                            $ 175,607                             $ 515,991                             $ 176,775                                $ 518,468
Revenue for the three and nine months ended October 31, 2016                            $ 172,757                             $ 519,010                             $ 173,860                                $ 525,620
Revenue for the three and nine months ended October 31, 2016 at                         $ 176,000                             $ 526,000                             $ 177,000                                $ 533,000
constant currency(1)
Reported period-over-period revenue change                                                   (1.6   )%                              0.6   %                              (1.6   )%                                 1.4      %
% impact from change in foreign currency exchange rates                                       1.8    %                              1.3   %                               1.7    %                                 1.4      %
                                                                                     -----------------                      ---------------                      -----------------                      ---------------------
Constant currency period-over-period revenue growth                                           0.2    %                              1.9   %                               0.1    %                                 2.8      %
                                                                                                                                                                                                         
Cyber Intelligence
Revenue for the three and nine months ended October 31, 2015                            $ 108,447                             $ 333,481                             $ 108,569                                $ 334,332
Revenue for the three and nine months ended October 31, 2016                            $  86,145                             $ 247,237                             $  86,169                                $ 247,537
Revenue for the three and nine months ended October 31, 2016 at                         $  86,000                             $ 248,000                             $  86,000                                $ 248,000
constant currency(1)
Reported period-over-period revenue change                                                  (20.6   )%                            (25.9  )%                             (20.6   )%                               (26.0     )%
% impact from change in foreign currency exchange rates                                      (0.1   )%                              0.3   %                              (0.2   )%                                 0.2      %
                                                                                     -----------------                      ---------------                      -----------------                      ---------------------
Constant currency period-over-period revenue change                                         (20.7   )%                            (25.6  )%                             (20.8   )%                               (25.8     )%
 
(1) Revenue for the three and nine months ended October 31, 2016 at
constant currency is calculated by translating current-period
foreign currency revenue into U.S. dollars using average foreign
currency exchange rates for the three and nine months ended October
31, 2015 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.

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

This press release contains non-GAAP financial measures, consisting of non-GAAP revenue, non-GAAP gross profit and gross margin, non-GAAP operating income and operating margin, 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., non-GAAP net income per common share attributable to Verint Systems Inc., adjusted EBITDA, net debt, and constant currency measures. Tables 2 and 3 include a reconciliation of each non-GAAP financial measure for completed periods presented in this press release to the most directly comparable GAAP financial measure.

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, including 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 related to acquisitions. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to acquired customer support contracts, which would have otherwise been recognized on a 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.

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.

Impairment Charges and Other Adjustments. We exclude from our non-GAAP financial measures asset impairment charges other than those associated with restructuring or acquisition activity, rent expense for redundant facilities, and gains or losses on sales of property, 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. We adjust our non-GAAP effective income tax rate to exclude current-year tax payments or refunds associated with prior-year income tax returns and related amendments which were significantly delayed as a result of our previous extended filing delay. 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, 2017 is currently approximately 9%, and was 8.1% for the year ended January 31, 2016. 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.

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 related to acquisitions, 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 competitors 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 and bank time deposits, 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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SOURCE: Verint Systems Inc.

Investor Relations 
Verint Systems Inc. 
Alan Roden, 631-962-9304 
alan.roden@verint.com


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