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Cognyte Announces Third Quarter Results

December 20, 2022 7:00 AM

HERZLIYA, Israel--(BUSINESS WIRE)-- Cognyte Software Ltd. (NASDAQ: CGNT) (the “Company,” “Cognyte,” “we,” “us” and “our”), a global leader in investigative analytics software, today announced results for the three and nine months ended October 31, 2022 (“Q3 FYE23” and “YTD FYE23”).

Q3 Highlights

YTD FYE23 Highlights

“In the third quarter, we continued to win large orders and our backlog increased sequentially. At the same time, slow backlog conversion drove a sequential revenue decline. We expect to resume sequential revenue growth in the fourth quarter of fiscal year 2023, which we believe will be a turning point. For fiscal year 2024, we are targeting revenue to grow by approximately 5% compared to the current year,” said Elad Sharon, Cognyte’s chief executive officer.

“Operationally, we simplified and improved the focus of the Company during challenging macro-economic conditions. As part of that effort, we successfully completed the previously announced divestiture of our Situational Intelligence solutions on December 1, 2022. Looking forward, we believe our differentiated technology and strong customer relations position us for long-term growth and profitability,” continued Mr. Sharon.

“We took actions to improve our cost structure and improve cash flow from operations. Based on our revenue growth outlook and the actions we have taken, we are targeting about breakeven cash flow from operations in the current quarter and for the full year ending January 31, 2024,” said David Abadi, Cognyte’s chief financial officer.

Q4 FYE23 Revenue Outlook

Our non-GAAP outlook for the three months ending January 31, 2023 (“FYE23”) is as follows:

Our non-GAAP outlook for Q4 FYE23 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 Q4 FYE23 excludes the following GAAP measures for which we are able to provide a range of probable significance:

FYE24 Revenue Outlook

Our GAAP outlook for the year ending January 31, 2024 (“FYE24”) is as follows:

For additional information about our expectations for Q4 FYE23 and FYE24, please refer to the Q3 FYE23 conference call we will conduct on December 20, 2022.

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, 2022, and 2021, 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, 2022. A real-time webcast of the conference call with presentation slides will be available in the Investor Relations section of Cognyte’s website. Those interested in participating in the question-and-answer session need to register at: https://register.vevent.com/register/BI819f08c48b61449b99a651dbe78c5140 to receive the dial-in numbers and unique PIN to access the call seamlessly. It is recommended that you join 10 minutes prior to the event start (although you may register and dial in at any time during the call). 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" at the end of this press release.

About Cognyte Software Ltd.

We are a global leader in investigative analytics software that empowers governments and enterprises with Actionable Intelligence for a Safer World™. Our open software is designed to help governments and enterprises accelerate and improve the effectiveness of investigations. Hundreds of government and enterprise customers rely on our solutions to accelerate and conduct investigations and derive insights, with which they identify, neutralize, and tackle threats to national security, personal safety, and various forms of criminal activity.

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. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. 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: risks that our customers may delay, cancel, or refrain from placing orders, refrain from renewing subscriptions or service contracts, or may be unable to honor contractual or payment obligations; risks related to the impact of disruptions to the global supply chain; uncertainties regarding the impact of changes in macroeconomic and/or global conditions, including as a result of military actions involving Russia and Ukraine and COVID-19; risks related to the effects of the COVID-19 pandemic on our business and results, including customer readiness, deployment, marketing and sale abilities; risks relating to the global regulatory constraints to which we are subject; risks associated with larger orders and customer concentration; risks related to claims by third parties that our solutions infringe their terms of use or other propriety rights; risks associated with political and reputational factors related to our business or operations; risks that we may be unable to establish and maintain relationships with key resellers, partners, systems integrators and third-party suppliers; risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards; risks due to aggressive competition in all of our markets; challenges associated with selling sophisticated solutions, including with respect to longer sales cycles and more complex sales processes; risks associated with significant customer and significant partners concentration, including risks related to significant amounts of our business coming from government customers around the world; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate; risks relating to our ability to properly manage investments in our business and operations; risks associated with acquisitions, strategic investments, partnerships or alliances; risks associated with our significant international operations, including geopolitical risks, the relationship to Israel and fluctuations in foreign exchange rates; 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-parties contain defects, develop operational problems, or are vulnerable to cyber-attacks; risks associated with the mishandling or perceived mishandling of sensitive, confidential or classified information; risks associated with complex and changing regulatory environments relating to our operations and solutions; risks associated with our failure to comply with anti-corruption, trade compliance, anti-money-laundering and economic sanctions laws and regulations; risks related to the complex and evolving regulatory requirements that we are subject to, which may be difficult and expensive to comply with; 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 changing tax laws and regulations; risks associated with our credit facilities, liquidity and the discontinuation of LIBOR; risks associated with exchange rate fluctuations between the U.S. dollar and the New Israeli Shekel and other non-U.S. currencies; 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; risk 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; risks associated with the agreements with Verint entered into in connection with the spin-off, and our indemnification obligations to Verint; risks associated with market volatility in the price of our shares; risks associated with different corporate governance requirements applicable to Israeli companies; risks related to our limited operating history as an independent public company and risks associated with being a foreign private issuer; and other risks detailed from time to time in filings that we make with the Securities and Exchange Commission (the “SEC”). For a detailed discussion of these risk factors, see our latest annual report on Form 20-F for the fiscal year ended January 31, 2022, and our other SEC filings. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. 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 per share data)

2022

2021

2022

2021

Revenue:

Software

$

74,137

$

149,520

$

22,234

$

49,892

Software service

134,029

154,754

42,760

50,064

Professional service and other

30,635

44,811

6,260

18,404

Total revenue

238,801

349,085

71,254

118,360

Cost of revenue:

Software

13,347

20,780

4,330

6,920

Software service

36,544

35,365

11,147

10,053

Professional service and other

41,119

40,564

11,399

15,140

Amortization of acquired technology

512

512

171

171

Total cost of revenue

91,522

97,221

27,047

32,284

Gross profit

147,279

251,864

44,207

86,076

Operating expenses:

Research and development, net

109,655

105,069

33,129

35,527

Selling, general and administrative

119,273

139,019

36,828

43,059

Amortization of other acquired intangible assets

753

1,205

251

251

Total operating expenses

229,681

245,293

70,208

78,837

Operating (loss) income

(82,402

)

6,571

(26,001

)

7,239

Other income (expense), net:

Interest income

534

104

194

39

Interest expense

(1,385

)

(18

)

(596

)

(8

)

Other income (expense), net

1,442

(1,267

)

1,240

(850

)

Total other income (expense), net

591

(1,181

)

838

(819

)

(Loss) income before provision for income taxes

(81,811

)

5,390

(25,163

)

6,420

Provision for income taxes

2,089

4,123

1,642

2,912

Net (loss) income

(83,900

)

1,267

(26,805

)

3,508

Net income attributable to noncontrolling interest

3,128

3,725

981

1,292

Net (loss) income attributable to Cognyte Software Ltd.

$

(87,028

)

$

(2,458

)

$

(27,786

)

$

2,216

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

Basic

$

(1.29

)

$

(0.04

)

$

(0.41

)

$

0.03

Diluted

$

(1.29

)

$

(0.04

)

$

(0.41

)

$

0.03

Weighted-average shares outstanding:

Basic

67,692

66,393

68,081

66,914

Diluted

67,692

66,393

68,081

67,372

Table 2

COGNYTE SOFTWARE LTD.

Condensed Consolidated Balance Sheets

October 31,

January 31,

(in thousands)

2022

2022

(Unaudited)

(Audited)

Assets

Current assets:

Cash and cash equivalents

$

42,643

$

152,590

Restricted cash and cash equivalents and restricted bank time deposits

4,398

3,597

Short-term investments

14,179

10,434

Accounts receivable, net of allowance for credit losses of $1.8 million and $2.1 million, respectively

124,261

179,198

Contract assets, net

22,351

27,908

Inventories

24,292

14,366

Prepaid expenses and other current assets

30,531

31,970

Assets held for sale

60,031

Total current assets

322,686

420,063

Property and equipment, net

26,607

30,839

Operating lease right-of-use assets

18,805

25,031

Goodwill

115,398

158,233

Intangible assets, net

1,209

3,162

Deferred income taxes

1,343

1,548

Other assets

21,205

25,729

Total assets

$

507,253

$

664,605

Liabilities and stockholders' equity

Current liabilities:

Short-term loan

$

50,000

$

100,000

Accounts payable

30,967

36,664

Accrued expenses and other current liabilities

75,420

99,774

Contract liabilities

72,165

83,158

Liabilities held for sale

13,542

Total current liabilities

242,094

319,596

Long-term contract liabilities

10,971

14,520

Deferred income taxes

3,378

3,447

Operating lease liabilities

12,103

17,179

Other liabilities

10,769

10,774

Total liabilities

279,315

365,516

Commitments and Contingencies

Stockholders' equity:

Common stock - $0 par value; Authorized 300,000,000 shares. Issued and outstanding 68,246,519 and 67,217,688 at October 31, 2022 and January 31, 2022, respectively

Additional paid-in capital

333,944

316,706

Accumulated deficit

(101,918

)

(14,890

)

Accumulated other comprehensive loss

(19,096

)

(16,679

)

Total Cognyte Software Ltd. stockholders' equity

212,930

285,137

Noncontrolling interest

15,008

13,952

Total stockholders’ equity

227,938

299,089

Total liabilities and stockholders’ equity

$

507,253

$

664,605

Table 3

COGNYTE SOFTWARE LTD.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended October 31,

(in thousands)

2022

2021

Cash flows from operating activities:

Net (loss) income

$

(83,900

)

$

1,267

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

13,502

16,404

Allowance for credit losses

867

1,149

Stock-based compensation, excluding cash-settled awards

16,260

26,484

Provision from deferred income taxes

(31

)

Non-cash gains on derivative financial instruments, net

(759

)

(142

)

Other non-cash items, net

1,819

687

Changes in operating assets and liabilities:

Accounts receivable

45,045

1,968

Contract assets

2,844

2,941

Inventories

(11,598

)

(1,943

)

Prepaid expenses and other assets

(190

)

7,482

Accounts payable and accrued expenses

(22,374

)

(11,342

)

Contract liabilities

(6,815

)

(38,268

)

Other liabilities

1,951

1,756

Other, net

(2,758

)

1,146

Net cash (used in) provided by operating activities

$

(46,137

)

$

9,589

Cash flows from investing activities:

Purchases of property and equipment

(6,649

)

(8,497

)

Purchases of short-term investments

(42,641

)

(48,530

)

Maturities and sales of short-term investments

38,218

37,425

Settlements of derivative financial instruments not designated as hedges

433

(249

)

Cash paid for capitalized software development costs

(2,710

)

(4,651

)

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

150

5,632

Other investing activities

512

Net cash used in investing activities

$

(13,199

)

$

(18,358

)

Cash flows from financing activities:

Repayment of credit facility - presented as short-term loan

(50,000

)

Dividend paid to former parent

(35,000

)

Dividends paid to noncontrolling interest

(1,443

)

(1,861

)

Payments of contingent consideration for business combinations (financing portion)

(2,738

)

Other financing activities

(181

)

Net cash used in financing activities

$

(51,443

)

$

(39,780

)

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

(482

)

(285

)

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents

(111,262

)

(48,834

)

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

158,220

114,657

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

$

46,958

$

65,823

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

Cash and cash equivalents

$

42,643

$

53,079

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

4,132

10,502

Restricted cash and cash equivalents included in other assets

183

2,242

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

$

46,958

$

65,823

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)

2022

2021

2022

2021

Revenue

Total GAAP revenue

$

238,801

$

349,085

$

71,254

$

118,360

Revenue adjustments

732

1,178

244

358

Total non-GAAP revenue

$

239,533

$

350,263

$

71,498

$

118,718

Gross profit and gross margin

GAAP gross profit

147,279

251,864

44,207

86,076

GAAP gross margin

61.7

%

72.1

%

62.0

%

72.7

%

Revenue adjustments

732

1,178

244

358

Amortization of acquired technology

512

512

171

171

Stock-based compensation expenses

2,025

3,091

554

880

Restructuring expenses, net

465

1

149

Separation expenses, net

30

Non-GAAP gross profit

$

151,013

$

256,676

$

45,325

$

87,485

Non-GAAP gross margin

63.0

%

73.3

%

63.4

%

73.7

%

Research and development, net

GAAP research and development, net

109,655

105,069

33,129

35,527

As a percentage of GAAP revenue

45.9

%

30.1

%

46.5

%

30.0

%

Stock-based compensation expenses

(5,043

)

(6,014

)

(1,341

)

(2,032

)

Restructuring expenses, net

(1,329

)

(189

)

(396

)

Separation expenses, net

(67

)

Other adjustments

2

40

Non-GAAP research and development, net

$

103,285

$

98,839

$

31,392

$

33,495

As a percentage of non-GAAP revenue

43.1

%

28.2

%

43.9

%

28.2

%

Selling, general and administrative expenses

GAAP selling, general and administrative expenses

119,273

139,019

36,828

43,059

As a percentage of GAAP revenue

49.9

%

39.8

%

51.7

%

36.4

%

Stock-based compensation expenses

(9,192

)

(17,343

)

(2,902

)

(4,895

)

Acquisition (expenses) benefit, net

(656

)

(432

)

(559

)

128

Restructuring (expenses) benefit, net

(2,707

)

(429

)

(41

)

(85

)

Separation expenses, net

(52

)

(10,987

)

(10

)

(219

)

Provision for legal claim

(37

)

(1,391

)

(1,249

)

Other adjustments

(4

)

(766

)

(873

)

Non-GAAP selling, general and administrative expenses

$

106,625

$

107,671

$

33,316

$

35,866

As a percentage of non-GAAP revenue

44.5

%

30.7

%

46.6

%

30.2

%

Operating (loss) income, operating margin and adjusted EBITDA

GAAP operating (loss) income

(82,402

)

6,571

(26,001

)

7,239

GAAP operating margin

(34.5

)%

1.9

%

(36.5

)%

6.1

%

Revenue adjustments

732

1,178

244

358

Amortization of acquired technology

512

512

171

171

Amortization of other acquired intangible assets

753

1,205

251

251

Stock-based compensation expenses

16,260

26,448

4,797

7,807

Nine Months Ended
October 31,

Three Months Ended
October 31,

(in thousands, except per share data)

2022

2021

2022

2021

Acquisition expenses (benefit), net

656

432

559

(128

)

Restructuring expenses, net

4,501

619

586

85

Separation expenses, net

52

11,084

10

219

Provision for legal claim

37

1,391

1,249

Other adjustments

2

726

873

Non-GAAP operating (loss) income

$

(58,897

)

$

50,166

$

(19,383

)

$

18,124

Depreciation and amortization

12,191

11,592

3,980

3,999

Adjusted EBITDA

$

(46,706

)

$

61,758

$

(15,403

)

$

22,123

Non-GAAP operating margin

(24.6

)%

14.3

%

(27.1

)%

15.3

%

Adjusted EBITDA margin

(19.5

)%

17.6

%

(21.5

)%

18.6

%

Other (expense) income reconciliation

GAAP other income (expense), net

591

(1,181

)

838

(819

)

Change in fair value of equity investment

(1,660

)

(729

)

Non-GAAP other (expense) income, net

$

(1,069

)

$

(1,910

)

$

838

$

(819

)

Tax provision reconciliation

GAAP provision for income taxes

2,089

4,123

1,642

2,912

Effective income tax rate

(2.6

)%

76.5

%

(6.5

)%

45.4

%

Non-GAAP tax adjustments

8,024

1,764

(4,301

)

(801

)

Non-GAAP provision (benefit) for income taxes (1)

$

10,113

$

5,887

$

(2,659

)

$

2,111

Non-GAAP effective income tax rate

(16.9

)%

12.2

%

14.3

%

12.2

%

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

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

$

(87,028

)

$

(2,458

)

$

(27,786

)

$

2,216

Revenue adjustments

732

1,178

244

358

Amortization of acquired technology

512

512

171

171

Amortization of other acquired intangible assets

753

1,205

251

251

Stock-based compensation expenses

16,260

26,448

4,797

7,807

Acquisition expenses (benefit), net

656

432

559

(128

)

Restructuring expenses, net

4,501

619

586

85

Separation expenses, net

52

11,084

10

219

Provision for legal claim

37

1,391

1,249

Other adjustments

2

726

873

Change in fair value of equity investment

(1,660

)

(729

)

Non-GAAP tax adjustments

(8,024

)

(1,764

)

4,301

801

Total adjustments

13,821

41,102

10,919

11,686

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

$

(73,207

)

$

38,644

$

(16,867

)

$

13,902

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

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

$

(1.29

)

$

(0.04

)

$

(0.41

)

$

0.03

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

$

(1.08

)

$

0.58

$

(0.25

)

$

0.21

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

67,692

66,393

68,081

67,372

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

67,692

67,081

68,081

67,372

Nine Months Ended
October 31,

Three Months Ended
October 31,

(in thousands, except per share data)

2022

2021

2022

2021

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

GAAP net loss attributable to Cognyte Software Ltd.

$

(87,028

)

$

(2,458

)

$

(27,786

)

$

2,216

As a percentage of GAAP revenue

(36.4

)%

(0.7

)%

(39.0

)%

1.9

%

Net income attributable to noncontrolling interest

3,128

3,725

981

1,292

GAAP provision for income taxes

2,089

4,123

1,642

2,912

GAAP other expense (income), net

(591

)

1,181

(838

)

819

Amortization of acquired technology

512

512

171

171

Amortization of other acquired intangible assets

753

1,205

251

251

Depreciation and amortization

12,191

11,592

3,980

3,999

Revenue adjustments

732

1,178

244

358

Stock-based compensation expenses

16,260

26,448

4,797

7,807

Acquisition expenses (benefit), net

656

432

559

(128

)

Restructuring expenses, net

4,501

619

586

85

Separation expenses, net

52

11,084

10

219

Provision for legal claim

37

1,391

1,249

Other adjustments

2

726

873

Adjusted EBITDA

$

(46,706

)

$

61,758

$

(15,403

)

$

22,123

As a percentage of non-GAAP revenue

(19.5

)%

17.6

%

(21.5

)%

18.6

%

Table 5

COGNYTE SOFTWARE LTD.

Calculation of Change in Revenue on a Constant Currency Basis

(Unaudited)

GAAP Revenue

Non-GAAP Revenue

(in thousands)

Nine Months
Ended

Three Months
Ended

Nine Months
Ended

Three Months
Ended

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

$

349,085

$

118,360

$

350,263

$

118,718

Revenue for the three and nine months ended October 31, 2022

$

238,801

$

71,254

$

239,533

$

71,498

Revenue for the three and nine months ended October 31, 2022 at constant currency (2)

$

244,500

$

73,500

$

245,000

$

73,500

Reported period-over-period revenue change

(31.6

)%

(39.8

)%

(31.6

)%

(39.8

)%

% impact from change in foreign currency exchange rates

1.6

%

1.8

%

1.6

%

1.8

%

Constant currency period-over-period revenue change

(30.0

)%

(38.0

)%

(30.1

)%

(37.9

)%

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

Footnotes

(1) The actual cash tax paid, net of refunds, was $9.5 million and $1.8 million for the nine and three months ended October 31, 2022, respectively, and $6.1 million and $2.8 million for the nine and three months ended October 31, 2021, respectively.

(2) Revenue for the three and nine months ended October 31, 2022, 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, 2021, rather than actual current-period foreign currency exchange rates.

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

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 expenses, net, non-GAAP selling, general and administrative expenses, non-GAAP operating (loss) income and operating margins, non-GAAP other (expense) income, net, non-GAAP provision for income taxes and non-GAAP effective income tax rate, non-GAAP net (loss) income attributable to Cognyte, adjusted EBITDA and adjusted EBITDA margin, non-GAAP diluted net (loss) income per share attributable to Cognyte and non-GAAP diluted 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 ordinary shares. 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 accelerated depreciation and amortization of assets which became obsolete following the 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.

Provision for legal claim. We exclude from our non-GAAP financial measures accrual made for the settlement of certain legal claims related to our business acquisitions.

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 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) attributable to non-controlling interest 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 each of 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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