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Cognyte Announces Third Quarter Results

December 21, 2021 7:30 AM

HERZLIYA, Israel--(BUSINESS WIRE)-- Cognyte Software Ltd. (NASDAQ: CGNT) (the “Company,” “Cognyte,” “we,” “us” and “our”), a global leader in security analytics software, today announced results for the three and nine months ended October 31, 2021 (“Q3 FYE22” and “YTD FYE22”).

"We are pleased with our third quarter results which came in ahead of expectations for both revenue and EPS. During the quarter, we received many large deals, including multiple seven- and eight-digit deals, driven by our innovative security analytics platform. As we approach completing our first year as an independent company, I am pleased with our sequential revenue growth and the ongoing increase in gross margin,” said Elad Sharon, Cognyte’s Chief Executive Officer.

Q3 Highlights

YTD FYE22 Highlights

“Due to recent events affecting the timing of deployments including new travel restrictions in certain countries related to a worsening of the pandemic, recent shortages of third-party components required to deliver certain of our software solutions, and other factors, we are revising our FYE22 outlook. Our new outlook reflects approximately 7.5% revenue growth and 10% gross profit growth year-over-year,” said David Abadi, Cognyte’s Chief Financial Officer.

Revised FYE22 Outlook

Our non-GAAP outlook for the year ending January 31, 2022 (“FYE22”) is as follows:

Our non-GAAP outlook for FYE22 excludes the following GAAP measures which we are able to quantify with reasonable certainty, as described further below under "Supplemental Information About non-GAAP Financial Measures and Operating Metrics”:

Our non-GAAP outlook for FYE22 excludes the following GAAP measures for which we are able to provide a range of probable significance:

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

We are unable, without unreasonable effort, to provide a reconciliation for other GAAP measures which are excluded from our non-GAAP outlook, including the impact of future business acquisitions or acquisition expenses, future restructuring expenses, and non-GAAP income tax adjustments due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. While historical results may not be indicative of future results, actual amounts for the three and nine months ended October 31, 2021, and 2020, respectively, for the GAAP measures excluded from our non-GAAP outlook appear in Table 4 of this press release.

Conference Call Information

We will conduct a conference call today at 8:30 a.m. ET to discuss our results for the three and nine months ended October 31, 2021, outlook, and long-term targets. An online, real-time webcast of the conference call and webcast slides will be available on our website at www.Cognyte.com . The conference call can also be accessed live via telephone at +1 (888) 771-4371 (United States and Canada) and +1 (847) 585-4405 (International) and the passcode is 50264430. Please dial in 5-10 minutes prior to the scheduled start time. An archived webcast of the conference call will also be available in the “Investors” section of the company’s website.

About Non-GAAP Financial Measures

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

About Cognyte Software Ltd.

We are a global leader in security analytics software that empowers governments and enterprises with Actionable Intelligence for a Safer World™. Our open software fuses, analyzes and visualizes disparate data sets at scale to help security organizations find the needles in the haystacks. Over 1,000 government and enterprise customers in more than 100 countries rely on our solutions to accelerate security investigations and connect the dots to successfully identify, neutralize, and prevent national security, personal safety, business continuity and cyber threats. Our government customers consist of governments around the world, including national, regional, and local government agencies. Our enterprise customers consist of commercial customers and physical security customers.

Caution About Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the United States Securities Exchange Act of 1934. Forward-looking statements include statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Cognyte. These forward-looking statements do not guarantee future performance, and are based on management's expectations that involve a number of known and unknown risks, uncertainties, assumptions and other important factors, any of which could cause our actual results or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause our actual results or conditions to differ materially from current expectations include, among others: uncertainties regarding the impact of changes in macroeconomic and/or global conditions, including as a result of slowdowns, recessions, economic instability, political unrest, armed conflicts, natural disasters or outbreaks of disease, such as the novel coronavirus (COVID-19) pandemic, as well as the resulting impact on information technology spending and government budgets in both developed countries and developing countries, on our business; risks that our customers may delay, cancel, or refrain from placing orders, refrain from renewing subscriptions or service contracts, or are unable to honor contractual commitments or payment obligations due to liquidity issues or other challenges in their budgets and business, due to the COVID-19 pandemic or otherwise; risks that continuing restrictions resulting from the COVID-19 pandemic or actions taken in response to the pandemic adversely impact our operations or our ability to fulfill orders, complete implementations, or recognize revenue; risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards, to adapt to changing market potential from area to area within our markets; and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer needs, while simultaneously preserving our legacy businesses; risks due to aggressive competition in all of our markets, including with respect to maintaining revenue, margins, and sufficient levels of investment in our business and operations, and competitors with greater resources than we have; risks relating to the regulatory constraints to which we are subject, including our dependency on export and marketing licenses from the governments of Israel and other countries where we operate; risks relating to our ability to properly manage investments in our business and operations, execute on growth or strategic initiatives, such as our software model transition, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources; risks associated with our ability to identify suitable targets for acquisition or investment or successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments; challenges associated with selling sophisticated solutions, including with respect to longer sales cycles, more complex sales processes, and assisting customers in understanding and realizing the benefits of our solutions, as well as with developing, offering, implementing, and maintaining a broad solution portfolio; risks associated with larger orders and customer concentration, including risk of volatility of our operating results from period to period, and challenges associated with our ability to accurately forecast revenue and expenses; risks associated with a significant amount of our business coming from government customers around the world and associated procurement processes, and limitations on investor visibility due to classification or contractual restrictions; risks associated with political and reputational factors related to our business or operations, including with respect to the nature of our solutions or our Israeli identity, and our ability to maintain security clearances where required; risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators and risks associated with our reliance on third-party suppliers for certain components, products, or services, including companies that may compete with us or work with our competitors; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; risks associated with our significant international operations, including due to our Israeli operations, fluctuations in foreign exchange rates, and exposure to regions subject to political or economic instability; risk of security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures or disruptions; risks that our products or services, or those of third-party suppliers, partners, or original equipment manufacturers which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks; risks associated with the mishandling or perceived mishandling of sensitive, confidential or classified information, including personally identifiable information or other information that may belong to our customers or other third parties; risks associated with complex and changing regulatory environments relating to our operations, the products and services we offer, and/or the use of our solutions by our customers, including with respect to applicable classification and confidentiality restrictions, and data privacy and protection; risks associated with our failure to comply with anti-corruption, trade compliance, anti-money-laundering and economic sanctions laws and regulations; risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use; risks associated with our credit facilities or 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 changing tax laws and regulations, tax rates, and the continuing availability of expected tax benefits in the countries in which we operate; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; risk that our goodwill or other intangible assets may become impaired; risks associated with exchange rate fluctuations between the U.S. dollar and the New Israeli Shekel and other non-U.S. currencies; risks that the spin-off does not achieve the benefits anticipated, does not qualify as a tax-free transaction, or exposes us to unexpected claims or liabilities, or that it negatively impacts our operations or stock price, including as a result of management distraction from our business or costs associated with transitioning to a standalone public company; risks associated with the agreements with Verint entered into in connection with the spin-off, including our reliance on the transition services agreement and our indemnification obligations to Verint; risks associated with market volatility in the price of our shares based on our performance, third-party publications or speculation, future sales or dispositions of our shares by significant shareholders or officers and directors, or factors and risks associated with actions of activist shareholders; risks associated with different corporate governance requirements applicable to Israeli companies and risks associated with being a foreign private issuer and an emerging growth company; and other risks detailed from time to time in filings that we make with the Securities and Exchange Commission (the “SEC”). 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 20-F for the fiscal year ended January 31, 2021, and our other SEC filings. Any forward-looking statement made in this press release speaks only as of the date hereof. Except as otherwise required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

Table 1

COGNYTE SOFTWARE LTD.

Condensed Consolidated Statements of Operations

(Unaudited)

Nine Months Ended

Three Months Ended

October 31,

October 31,

(in thousands except share and per share data)

2021

2020

2021

2020

Revenue:

Software

$

149,520

$

131,429

$

49,892

$

44,884

Software service

154,754

139,604

50,064

47,761

Professional service and other

44,811

48,405

18,404

20,334

Total revenue

349,085

319,438

118,360

112,979

Cost of revenue:

Software

20,780

22,527

6,920

6,676

Software service

35,365

33,569

10,053

11,441

Professional service and other

40,564

38,442

15,140

12,368

Amortization of acquired technology

512

718

171

226

Total cost of revenue

97,221

95,256

32,284

30,711

Gross profit

251,864

224,182

86,076

82,268

Operating expenses:

Research and development, net

105,069

92,177

35,527

31,921

Selling, general and administrative

139,019

113,230

43,059

40,208

Amortization of other acquired intangible assets

1,205

913

251

273

Total operating expenses

245,293

206,320

78,837

72,402

Operating income

6,571

17,862

7,239

9,866

Other (expense) income, net:

Interest income

104

1,175

39

222

Interest expense

(18

)

(137

)

(8

)

(53

)

Other (expenses) income, net

(1,267

)

3,243

(850

)

3,108

Total other (expense) income, net

(1,181

)

4,281

(819

)

3,277

Income before provision for income taxes

5,390

22,143

6,420

13,143

Provision for income taxes

4,123

7,376

2,912

3,970

Net income

1,267

14,767

3,508

9,173

Net income attributable to noncontrolling interest

3,725

4,908

1,292

1,343

Net (loss) income attributable to Cognyte Software Ltd.

$

(2,458

)

$

9,859

$

2,216

$

7,830

Net (loss) income per share attributable to Cognyte Software Ltd.:

Basic

$

(0.04

)

$

0.15

$

0.03

$

0.12

Diluted

$

(0.04

)

$

0.15

$

0.03

$

0.12

Weighted-average shares outstanding:

Basic

66,393

65,773

66,914

65,773

Diluted

66,393

65,773

67,372

65,773

Table 2

COGNYTE SOFTWARE LTD.

Condensed Consolidated Balance Sheets

October 31

January 31

2021

2021

(in thousands)

(Unaudited)

(Audited)

Assets

Current assets:

Cash and cash equivalents

$

53,079

$

78,570

Restricted cash and cash equivalents, and restricted bank time deposits

10,716

27,042

Short-term investments

15,567

4,713

Accounts receivable, net of allowance for doubtful accounts of 4.1 million and 4.6 million, respectively

171,277

175,001

Contract assets, net

17,176

20,317

Inventories

15,142

14,542

Prepaid expenses and other current assets

30,578

30,051

Total current assets

313,535

350,236

Property and equipment, net

30,896

37,595

Operating lease right-of-use assets

27,598

32,126

Goodwill

158,113

158,183

Intangible assets, net

3,583

5,299

Deferred income taxes

6,909

3,303

Other assets

28,618

42,076

Total assets

$

569,252

$

628,818

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

34,786

$

41,552

Accrued expenses and other current liabilities

84,726

91,692

Contract liabilities

95,044

127,012

Current notes payable

38,772

Total current liabilities

214,556

299,028

Long-term contract liabilities

15,415

22,037

Deferred income taxes

3,215

4,049

Operating lease liabilities

19,369

24,135

Other liabilities

10,779

9,198

Total liabilities

263,334

358,447

Commitments and Contingencies

Stockholders' equity:

Common stock - $0 par value; authorized 300,000,000 shares. Issued 67,017,469 and 65,773,335 at October 31, 2021 and January 31, 2021, respectively; outstanding 67,009,960 and 65,773,335 shares at October 31, 2021 and January 31, 2021, respectively

Additional paid-in capital

309,992

Treasury stock, at cost 7,509 and 0 at October 31, 2021 and January 31, 2021, respectively

(181

)

Accumulated deficit

(2,458

)

Former net parent investment

273,006

Accumulated other comprehensive loss

(15,982

)

(15,505

)

Total Cognyte Software Ltd. stockholders' equity

291,371

257,501

Noncontrolling interest

14,547

12,870

Total stockholders’ equity

305,918

270,371

Total liabilities and stockholders’ equity

$

569,252

$

628,818

Table 3

COGNYTE SOFTWARE LTD.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended
October 31,

(in thousands)

2021

2020

Cash flows from operating activities:

Net income

$

1,267

$

14,767

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

Depreciation and amortization

16,404

15,397

Provision for doubtful accounts

1,149

1,651

Stock-based compensation, excluding cash-settled awards

26,484

20,528

Non-cash gains on derivative financial instruments, net

(142

)

(289

)

Other non-cash items, net

687

(4,444

)

Changes in operating assets and liabilities:

Accounts receivable

1,968

(4,391

)

Contract assets

2,941

78

Inventories

(1,943

)

(1,566

)

Prepaid expenses and other assets

7,482

6,306

Accounts payable and accrued expenses

(11,342

)

(6,340

)

Contract liabilities

(38,268

)

(16,151

)

Other liabilities

1,756

2,246

Other, net

1,146

(615

)

Net cash provided by operating activities

$

9,589

$

27,177

Cash flows from investing activities:

Purchases of property and equipment

(8,497

)

(10,678

)

Purchases of short-term investments

(48,530

)

(44,086

)

Maturities and sales of short-term investments

37,425

39,410

Settlements of derivative financial instruments not designated as hedges

(249

)

336

Cash paid for capitalized software development costs

(4,651

)

(2,824

)

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

5,632

10,428

Other investing activities

512

1,863

Net cash used in investing activities

$

(18,358

)

$

(5,551

)

Cash flows from financing activities:

Net transfers to former parent

(11,006

)

Dividend paid to former parent

(35,000

)

Dividends paid to noncontrolling interest

(1,861

)

Payments of contingent consideration for business combinations (financing portion)

(2,738

)

(4,877

)

Other financing activities

(181

)

(333

)

Net cash used in financing activities

$

(39,780

)

$

(16,216

)

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

(285

)

(2,156

)

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

(48,834

)

3,254

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

114,657

233,409

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

$

65,823

$

236,663

Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period:

Cash and cash equivalents

$

53,079

$

217,883

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

10,502

15,459

Restricted cash and cash equivalents included in other assets

2,242

3,321

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

$

65,823

$

236,663

Table 4

COGNYTE SOFTWARE LTD.

Reconciliation of GAAP to Non-GAAP Measures

(Unaudited)

Nine Months Ended
October 31,

Three Months Ended
October 31,

(in thousands, except per share data)

2021

2020

2021

2020

Revenue

Total GAAP revenue

$

349,085

$

319,438

$

118,360

$

112,979

Revenue adjustments

1,178

3,022

358

693

Total non-GAAP revenue

$

350,263

$

322,460

$

118,718

$

113,672

Gross profit and gross margin

GAAP gross profit

251,864

224,182

86,076

82,268

GAAP gross margin

72.1

%

70.2

%

72.7

%

72.8

%

Revenue adjustments

1,178

3,022

358

693

Amortization of acquired technology

512

718

171

226

Stock-based compensation expenses (1)

3,091

1,645

880

586

Restructuring expenses (benefit) (2)

1

(3

)

Separation expenses, net (2)

30

6

6

Non-GAAP gross profit

$

256,676

$

229,570

$

87,485

$

83,779

Non-GAAP gross margin

73.3

%

71.2

%

73.7

%

73.7

%

Research and development, net

GAAP research and development, net

105,069

92,177

35,527

31,921

As a percentage of GAAP revenue

30.1

%

28.9

%

30.0

%

28.3

%

Stock-based compensation expenses (1)

(6,014

)

(4,295

)

(2,032

)

(1,659

)

Acquisition expenses, net (2)

(193

)

Restructuring expenses (2)

(189

)

(356

)

(253

)

Separation expenses, net (2)

(67

)

Other adjustments

40

33

102

Non-GAAP research and development, net

$

98,839

$

87,366

$

33,495

$

30,111

As a percentage of non-GAAP revenue

28.2

%

27.1

%

28.2

%

26.5

%

Selling, general and administrative expenses

GAAP selling, general and administrative expenses

139,019

113,230

43,059

40,208

As a percentage of GAAP revenue

39.8

%

35.4

%

36.4

%

35.6

%

Stock-based compensation expenses (1)

(17,343

)

(14,611

)

(4,895

)

(5,207

)

Acquisition (expenses) benefit, net (2)

(432

)

2,672

128

1,914

Restructuring expenses, net (2)

(429

)

(1,580

)

(85

)

(501

)

Separation expenses (2)

(10,987

)

(10,970

)

(219

)

(5,581

)

Other adjustments

(2,157

)

453

(2,122

)

53

Non-GAAP selling, general and administrative expenses

$

107,671

$

89,194

$

35,866

$

30,886

As a percentage of non-GAAP revenue

30.7

%

27.7

%

30.2

%

27.2

%

Operating income, operating margin and adjusted EBITDA

GAAP operating income

6,571

17,862

7,239

9,866

GAAP operating margin

1.9

%

5.6

%

6.1

%

8.7

%

Revenue adjustments

1,178

3,022

358

693

Amortization of acquired technology

512

718

171

226

Amortization of other acquired intangible assets

1,205

913

251

273

Stock-based compensation expenses (1)

26,448

20,551

7,807

7,452

Acquisition expenses (benefit), net (2)

432

(2,479

)

(128

)

(1,914

)

Nine Months Ended
October 31,

Three Months Ended
October 31,

(in thousands, except per share data)

2021

2020

2021

2020

Restructuring expenses (2)

619

1,933

85

754

Separation expenses (2)

11,084

10,976

219

5,587

Other adjustments

2,117

(486

)

2,122

(155

)

Non-GAAP operating income

$

50,166

$

53,010

$

18,124

$

22,782

Depreciation and amortization (3)

11,592

12,284

3,999

4,007

Adjusted EBITDA

$

61,758

$

65,294

$

22,123

$

26,789

Non-GAAP operating margin

14.3

%

16.4

%

15.3

%

20.0

%

Adjusted EBITDA margin

17.6

%

20.2

%

18.6

%

23.6

%

Other (expense) income reconciliation

GAAP other (expense) income, net

(1,181

)

4,281

(819

)

3,277

Change in fair value of equity investment

(729

)

(3,769

)

(3,769

)

Non-GAAP other (expense) income, net

$

(1,910

)

$

512

$

(819

)

$

(492

)

Tax provision reconciliation

GAAP provision for income taxes

4,123

7,376

2,912

3,970

Effective income tax rate

76.5

%

33.3

%

45.4

%

30.2

%

Non-GAAP tax adjustments

1,764

(3,196

)

(801

)

(2,241

)

Non-GAAP provision for income taxes

$

5,887

$

4,180

$

2,111

$

1,729

Non-GAAP effective income tax rate

12.2

%

7.8

%

12.2

%

7.8

%

Net (loss) income attributable to Cognyte software Ltd. reconciliation

GAAP net (loss) income attributable to Cognyte Software Ltd.

$

(2,458

)

$

9,859

$

2,216

$

7,830

Revenue adjustments

1,178

3,022

358

693

Amortization of acquired technology

512

718

171

226

Amortization of other acquired intangible assets

1,205

913

251

273

Stock-based compensation expenses (1)

26,448

20,551

7,807

7,452

Acquisition expenses (benefit), net (2)

432

(2,479

)

(128

)

(1,914

)

Restructuring expenses (2)

619

1,933

85

754

Separation expenses (2)

11,084

10,976

219

5,587

Other adjustments

2,117

(486

)

2,122

(155

)

Change in fair value of equity investment

(729

)

(3,769

)

(3,769

)

Non-GAAP tax adjustments

(1,764

)

3,196

801

2,241

Total adjustments

41,102

34,575

11,686

11,388

Non-GAAP net income attributable to Cognyte Software Ltd.

$

38,644

$

44,434

$

13,902

$

19,218

Table comparing GAAP diluted net loss per share attributable to Cognyte Software Ltd. to Non-GAAP diluted net income per share attributable to Cognyte Software Ltd.

GAAP diluted net (loss) income per share attributable to Cognyte Software Ltd.

$

(0.04

)

$

0.15

$

0.03

$

0.12

Non-GAAP diluted net income per share attributable to Cognyte Software Ltd.

$

0.58

$

0.68

$

0.21

$

0.29

GAAP weighted-average shares used in computing diluted net (loss) income per share attributable to Cognyte Software Ltd.

66,393

65,773

67,372

65,773

Additional weighted-average shares applicable to non-GAAP diluted net income per share attributable to Cognyte Software Ltd.

688

Non-GAAP diluted weighted-average shares used in computing net income per share attributable to Cognyte Software Ltd.

67,081

65,773

67,372

65,773

Nine Months Ended
October 31,

Three Months Ended
October 31,

(in thousands, except per share data)

2021

2020

2021

2020

Table of reconciliation from GAAP net loss attributable to Cognyte Software Ltd. to adjusted EBITDA

GAAP net (loss) income attributable to Cognyte Software Ltd.

$

(2,458

)

$

9,859

$

2,216

$

7,830

As a percentage of GAAP revenue

(0.7

)%

3.1

%

1.9

%

6.9

%

Net income attributable to noncontrolling interest

3,725

4,908

1,292

1,343

GAAP provision for income taxes

4,123

7,376

2,912

3,970

GAAP other expense (income), net

1,181

(4,281

)

819

(3,277

)

Amortization of acquired technology

512

718

171

226

Amortization of other acquired intangible assets

1,205

913

251

273

Depreciation and amortization

11,592

12,284

3,999

4,007

Revenue adjustments

1,178

3,022

358

693

Stock-based compensation expenses (1)

26,448

20,551

7,807

7,452

Acquisition expenses (benefit), net (2)

432

(2,479

)

(128

)

(1,914

)

Restructuring expenses (2)

619

1,933

85

754

Separation expenses (2)

11,084

10,976

219

5,587

Other adjustments

2,117

(486

)

2,122

(155

)

Adjusted EBITDA

$

61,758

$

65,294

$

22,123

$

26,789

As a percentage of non-GAAP revenue

17.6

%

20.2

%

18.6

%

23.6

%

Table 5

COGNYTE SOFTWARE LTD.

Calculation of Change in Revenue on a Constant Currency Basis

(Unaudited)

GAAP Revenue

Non-GAAP Revenue

(in thousands)

Three Months
Ended

Nine Months
Ended

Three Months
Ended

Nine Months
Ended

Revenue for the three and nine months ended October 31, 2020

$

112,979

$

319,438

$

113,672

$

322,460

Revenue for the three and nine months ended October 31, 2021

$

118,360

$

349,085

$

118,718

$

350,263

Revenue for the three and nine months ended October 31, 2021 at constant currency (4)

$

118,000

$

343,500

$

118,500

$

344,500

Reported period-over-period revenue change

4.8

%

9.3

%

4.4

%

8.6

%

% impact from change in foreign currency exchange rates

(0.3

)%

(1.7

)%

(0.2

)%

(1.8

)%

Constant currency period-over-period revenue change

4.4

%

7.5

%

4.2

%

6.8

%

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

Footnotes

(1) The figures for the periods prior to the three and nine months ended October 31, 2021 represent the stock-based compensation expenses applicable to cost of revenue, research and development expenses and selling, general and administrative expenses as allocated to Cognyte from the combined Verint total expenses based on specific identification where possible, with the remainder being allocated on the basis of revenue as a relevant measure, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins and operating margins of the Cognyte business.

(2) The figures for the periods prior to the three and nine months ended October 31, 2021 represent the portion of acquisition expenses (benefit), net, restructuring expenses and separation expenses applicable to cost of revenue, research and development expenses and selling, general and administrative expenses as allocated to Cognyte from the combined Verint total expenses based on specific identification where possible, with the remainder being allocated on the basis of revenue as a relevant measure, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins and operating margins of the Cognyte business.

(3) The figures for the periods prior to the three and nine months ended October 31, 2021 represent certain depreciation and amortization expenses, which are otherwise included in non-GAAP operating income as allocated to Cognyte from the combined Verint total expenses based on specific identification where possible, with the remainder being allocated on the basis of revenue as a relevant measure, which we believe provides a reasonable approximation for purposes of understanding the relative adjusted EBITDA of the Cognyte business.

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

Cognyte Software Ltd. and Subsidiaries
Supplemental Information About Non-GAAP Financial Measures and Operating Metrics

The press release includes reconciliations of certain financial measures not prepared in accordance with GAAP, consisting of non-GAAP revenue, non-GAAP gross profit and gross margins, non-GAAP research and development, net, non-GAAP selling, general and administrative expenses, non-GAAP operating income and operating margins, non-GAAP other income (expense), net, non-GAAP provision for (benefit from) income taxes and non-GAAP effective income tax rate, non-GAAP net income attributable to Cognyte, adjusted EBITDA and adjusted EBITDA margin, non-GAAP diluted net income per share attributable to Cognyte and weighted average shares used in computing such measure. The tables above include a reconciliation of each non-GAAP financial measure for completed periods presented in this press release to the most directly comparable GAAP financial measure.

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

We also make these non-GAAP financial measures available because our management believes they provide meaningful information about the financial performance of our business and are useful to investors for informational and comparative purposes.

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

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

Revenue adjustments. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to software and software service revenue and professional service and other revenue acquired in a business acquisition, which would have otherwise been recognized on a stand-alone basis. We believe that it is useful for investors to understand the total amount of revenue that we and the acquired company would have recognized on a stand-alone basis under GAAP, absent the accounting adjustment associated with the business acquisition. 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.

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

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

Separation expenses. On December 4, 2019, Verint announced its intention to separate into two independent publicly traded companies: Cognyte Software Ltd., which consists of Verint’s Cyber Intelligence Solutions business, and Verint Systems Inc., which consists of its Customer Engagement Business. We incurred significant expenses to separate the aforesaid businesses, including third-party advisory, accounting, legal, consulting, and other similar services related to the separation as well as costs associated with the operational separation from Verint, including those related to human resources, brand management, real estate, and information technology to the extent not capitalized. These costs are incremental to our normal operating expenses and incurred solely as a result of the separation transaction. Accordingly, we are excluding these separation expenses from our non-GAAP financial measures in order to evaluate our performance on a comparable basis.

Other adjustments. We exclude from our non-GAAP financial measures rent expense for redundant facilities, gains on change in fair value of equity investment, gains or losses on sales of property, gains or losses on settlements of certain legal matters, and certain professional fees unrelated to our ongoing operations.

Non-GAAP income tax adjustments. We exclude our GAAP provision (benefit) for income taxes from our non-GAAP measures of net income attributable to Cognyte Software Ltd., and instead include a non-GAAP provision for income taxes, determined by applying a non-GAAP effective income tax rate to our income before provision for income taxes, as adjusted for the non-GAAP items described above. The non-GAAP effective income tax rate is generally based upon the income taxes we expect to pay in the reporting year. Our GAAP effective income tax rate can vary significantly from year to year as a result of tax law changes, settlements with tax authorities, changes in the geographic mix of earnings including acquisition activity, changes in the projected realizability of deferred tax assets, and other unusual or period-specific events, all of which can vary in size and frequency. We believe that our non-GAAP effective income tax rate removes much of this variability and facilitates meaningful comparisons of operating results across periods. 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, restructuring expenses, acquisition expenses, and other expenses excluded from our non-GAAP financial measures as described above. We believe that adjusted EBITDA is also commonly used by investors to evaluate operating performance between companies because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies. Adjusted EBITDA is also used by credit rating agencies, lenders, and other parties to evaluate our creditworthiness.

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. 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.

Investor Relations Contact

Dean Ridlon

Cognyte Software Ltd.

[email protected]

Source: Cognyte Software Ltd.

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