EX-99.1 2 a11-14431_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Contacts:

 

Investor Relations

Alan Roden

Verint Systems Inc.

(631) 962-9304

alan.roden@verint.com

 

Press Release

 

Verint Announces First Quarter Results

 

Conference Call to Discuss Selected Financial Information and Outlook to be Held Today at 8:30 a.m.

 

MELVILLE, N.Y., June 8, 2011Verint® Systems Inc. (NASDAQ: VRNT), a global leader in Actionable Intelligence® solutions and value-added services, today announced results for the quarter ended April 30, 2011.

 

“Behind Verint’s success and leadership is a commitment to innovation. Earlier this year, we introduced new innovative solutions for the workforce optimization and security intelligence markets, including the latest version of our Impact 360® Workforce Optimization™ suite, our Voice-of-the-Customer platform, our Situational Management solution and our Web Investigation solution.  Verint’s continued investment in innovation coupled with our strong operating margins positions us well for future success and growth,” said Dan Bodner, CEO and President of Verint Systems Inc.

 

Below is selected financial information for the three months ended April 30, 2011 and 2010 prepared in accordance with generally accepted accounting principles (“GAAP”) and not prepared in accordance with GAAP (“non-GAAP”).

 

 

 

Selected GAAP Information

 

Selected Non-GAAP Information

 

 

 

Three Months Ended April 30,

 

Three Months Ended April 30,

 

(Dollars in thousands, except per share data)

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

176,332

 

$

172,613

 

$

176,567

 

$

172,613

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

120,983

 

114,806

 

124,837

 

119,447

 

Gross Margin

 

68.6

%

66.5

%

70.7

%

69.2

%

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

18,834

 

(3,982

)

39,517

 

42,279

 

Operating Margin

 

10.7

%

(2.3%

)

22.4

%

24.5

%

 

 

 

 

 

 

 

 

 

 

Diluted Net (Loss) Income per Common Share Attributable to Verint Systems Inc.

 

$

(0.10

)

$

(0.60

)

$

0.56

 

$

0.57

 

 

1



 

Outlook for the Year Ending January 31, 2012

·                  We expect revenue to increase approximately 8% compared to the year ended January 31, 2011.

·                  We are targeting a non-GAAP operating margin in the low 20%.

 

Conference Call Information

We will be conducting a conference call today at 8:30 a.m. to discuss our results for the first quarter and outlook for the year ending January 31, 2012.  An on-line, 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 1-888-680-0878 (United States) and 1-617-213-4855 (international) and the passcode is 72480035.  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 these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Table 2 as well as “Supplemental Information About Non-GAAP Financial Measures” at the end of this press release. Because we do not predict special items that might occur in the future, and our outlook is developed at a level of detail different than that used to prepare GAAP financial measures, we are not providing a reconciliation to GAAP of our forward-looking financial measures for the year ending January 31, 2012.

 

About Verint Systems Inc.

Verint® Systems Inc. is a global leader in Actionable Intelligence® solutions and value-added services.  Our solutions enable organizations of all sizes to make timely and effective decisions to improve enterprise performance and make the world a safer place.  More than 10,000 organizations in over 150 countries—including over 85 percent of the Fortune 100—use Verint Actionable Intelligence solutions to capture, distill, and analyze complex and underused information sources, such as voice, video, and unstructured text.  Headquartered in Melville, New York, we support our customers around the globe directly and with an extensive network of selling and support partners.  Visit us at our website 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 risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause actual future results or conditions to differ materially from current expectations include: uncertainties regarding the impact of general economic conditions, particularly in information technology spending, on our business; 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 associated with keeping pace with technological changes and evolving industry standards in our product offerings and with successfully introducing new, quality products which meet customer needs and achieve market acceptance; risks created by continued consolidation of competitors or introduction of large competitors in our markets with greater resources than we have; risks associated with successfully competing for, consummating, and implementing mergers and acquisitions, including risks associated with capital constraints, post-acquisition integration activities, and potential asset impairments; risks that 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 relating to our implementation and maintenance of adequate systems and internal controls for our current and future operations and reporting needs and related risks of financial statement omissions, misstatements, restatements, or filing delays; risks associated with being a consolidated, controlled subsidiary of Comverse Technology, Inc. (“Comverse”) and formerly part of Comverse’s consolidated tax group, including risks of any future impact on us resulting from Comverse’s extended filing delay or any other future issues; risks associated with Comverse controlling our board of directors and the outcome of all matters submitted for stockholder action, including the approval of significant corporate transactions, such as certain equity issuances or mergers and acquisitions, as well as speculation or announcements regarding Comverse’s strategic plans; risks that products may contain undetected defects which could expose us to substantial liability; risks associated with allocating limited financial and

 

2



 

human resources to opportunities that may not come to fruition or produce satisfactory returns; risks associated with significant foreign and international operations, including exposure to regions subject to political instability or fluctuations in exchange rates; risks associated with complex and changing local and foreign regulatory environments; risks associated with our ability to recruit and retain qualified personnel in geographies in which we operate; challenges in accurately forecasting revenue and expenses and maintaining profitability; risks relating to our ability to improve our infrastructure to support growth; 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 associated with a significant amount of our business coming from domestic and foreign government customers, including the ability to maintain security clearances for certain projects; risks that we improperly handle sensitive or confidential information or perception of such mishandling; risks associated with our dependence on a limited number of suppliers or original equipment manufacturers (“OEMs”) for certain components of our products; risks that we are unable to maintain and enhance relationships with key resellers, partners, and systems integrators; risks that contract terms may expose us to unlimited liability or other unfavorable positions and risks that we may experience losses that are not covered by insurance; risks that we will experience liquidity or working capital issues and related risks that financing sources will be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position; risks that we will be unable to comply with the leverage ratio covenant under our credit facility; risks that our credit rating could be downgraded or placed on a credit watch; risks relating to timely implementation of new accounting pronouncements or new interpretations of existing accounting pronouncements and related risks of future restatements or filing delays; risks associated with future regulatory actions or private litigations relating to our extended filing delay and related circumstances; and risks that use of our tax benefits may be restricted or eliminated in the future.  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, 2011.

 

VERINT, the VERINT logo, ACTIONABLE INTELLIGENCE, POWERING ACTIONABLE INTELLIGENCE, INTELLIGENCE IN ACTION, ACTIONABLE INTELLIGENCE FOR A SMARTER WORKFORCE, VERINT VERIFIED, WITNESS ACTIONABLE SOLUTIONS, STAR-GATE, RELIANT, VANTAGE, X-TRACT, NEXTIVA, EDGEVR, ULTRA, AUDIOLOG, WITNESS, the WITNESS logo, IMPACT 360, the IMPACT 360 logo, IMPROVE EVERYTHING, EQUALITY, CONTACTSTORE, EYRETEL, BLUE PUMPKIN SOFTWARE, BLUE PUMPKIN, the BLUE PUMPKIN logo, EXAMETRIC and the EXAMETRIC logo, CLICK2STAFF, STAFFSMART, AMAE SOFTWARE and the AMAE logo are trademarks and registered trademarks of Verint Systems Inc. Other trademarks mentioned are the property of their respective owners.

 

3



 

Table 1

Verint Systems Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended April 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

Product

 

$

83,278

 

$

92,070

 

Service and support

 

93,054

 

80,543

 

Total revenue

 

176,332

 

172,613

 

Cost of revenue:

 

 

 

 

 

Product

 

22,531

 

26,852

 

Service and support

 

30,168

 

28,722

 

Amortization of acquired technology

 

2,650

 

2,233

 

Total cost of revenue

 

55,349

 

57,807

 

Gross profit

 

120,983

 

114,806

 

Operating expenses:

 

 

 

 

 

Research and development, net

 

26,368

 

26,432

 

Selling, general and administrative

 

70,235

 

87,017

 

Amortization of other acquired intangible assets

 

5,546

 

5,339

 

Total operating expenses

 

102,149

 

118,788

 

Operating income (loss)

 

18,834

 

(3,982

)

Other income (expense), net

 

 

 

 

 

Interest income

 

148

 

83

 

Interest expense

 

(8,794

)

(5,948

)

Loss on extinguishment of debt

 

(8,136

)

 

Other income (expense), net

 

1,012

 

(3,698

)

Total other expense, net

 

(15,770

)

(9,563

)

Income (loss) before provision for income taxes

 

3,064

 

(13,545

)

Provision for income taxes

 

1,509

 

2,071

 

Net income (loss)

 

1,555

 

(15,616

)

Net income attributable to noncontrolling interest

 

1,667

 

592

 

Net loss attributable to Verint Systems Inc.

 

(112

)

(16,208

)

Dividends on preferred stock

 

(3,549

)

(3,403

)

Net loss attributable to Verint Systems Inc. common shares

 

$

(3,661

)

$

(19,611

)

 

 

 

 

 

 

Net loss per common share attributable to Verint Systems Inc.

 

 

 

 

 

Basic

 

$

(0.10

)

$

(0.60

)

Diluted

 

$

(0.10

)

$

(0.60

)

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

 

 

 

Basic

 

37,392

 

32,663

 

Diluted

 

37,392

 

32,663

 

 

4



 

Table 2

Verint Systems Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Results

(Unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended April 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Revenue to Non-GAAP Revenue

 

 

 

 

 

GAAP revenue

 

$

176,332

 

$

172,613

 

Revenue adjustments related to acquisitions

 

235

 

 

Non-GAAP revenue

 

$

176,567

 

$

172,613

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Gross Profit to Non-GAAP Gross Profit

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit

 

$

120,983

 

$

114,806

 

Revenue adjustments related to acquisitions

 

235

 

 

Amortization of acquired technology

 

2,650

 

2,233

 

Stock-based compensation expenses

 

969

 

2,408

 

Non-GAAP gross profit

 

$

124,837

 

$

119,447

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Operating Income (Loss) to Non-GAAP Operating Income

 

 

 

 

 

 

 

 

 

 

 

GAAP operating income (loss)

 

$

18,834

 

$

(3,982

)

Revenue adjustments related to acquisitions

 

235

 

 

Amortization of acquired technology

 

2,650

 

2,233

 

Amortization of other acquired intangible assets

 

5,546

 

5,339

 

Stock-based compensation expenses

 

7,550

 

17,969

 

Other adjustments

 

3,711

 

507

 

Expenses related to our filing delay

 

991

 

20,213

 

Non-GAAP operating income

 

$

39,517

 

$

42,279

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

GAAP other expense, net

 

$

(15,770

)

$

(9,563

)

Loss on extinguishment of debt

 

8,136

 

 

Unrealized (gains) losses on derivatives, net

 

1,107

 

(3,967

)

Non-GAAP other expense, net

 

$

(6,527

)

$

(13,530

)

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

GAAP provision for income taxes

 

$

1,509

 

$

2,071

 

Non-cash tax adjustments

 

2,120

 

1,091

 

Non-GAAP provision for income taxes

 

$

3,629

 

$

3,162

 

 

 

 

 

 

 

Table of Reconciliation from GAAP Net Loss Attributable to Verint Systems Inc. to Non-GAAP Net Income Attributable to Verint Systems Inc.

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss attributable to Verint Systems Inc.

 

$

(112

)

$

(16,208

)

Revenue adjustments related to acquisitions

 

235

 

 

Amortization of acquired technology

 

2,650

 

2,233

 

Amortization of other acquired intangible assets

 

5,546

 

5,339

 

Stock-based compensation expenses

 

7,550

 

17,969

 

Other adjustments

 

3,711

 

507

 

Expenses related to our filing delay

 

991

 

20,213

 

Loss on extinguishment of debt

 

8,136

 

 

Unrealized (gains) losses on derivatives, net

 

1,107

 

(3,967

)

Non-cash tax adjustments

 

(2,120

)

(1,091

)

Total GAAP net loss adjustments

 

27,806

 

41,203

 

Non-GAAP net income attributable to Verint Systems Inc.

 

$

27,694

 

$

24,995

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss attributable to Verint Systems Inc. common shares

 

$

(3,661

)

$

(19,611

)

Total GAAP net loss adjustments

 

27,806

 

41,203

 

Non-GAAP net income attributable to Verint Systems Inc. common shares

 

$

24,145

 

$

21,592

 

 

 

 

 

 

 

Table Comparing GAAP Diluted Net Loss 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 per common share attributable to Verint Systems Inc.

 

$

(0.10

)

$

(0.60

)

Non-GAAP diluted net income per common share attributable to Verint Systems Inc.

 

$

0.56

 

$

0.57

 

 

 

 

 

 

 

Shares used in computing GAAP diluted net loss per common share (in thousands)

 

37,392

 

32,663

 

 

 

 

 

 

 

Shares used in computing non-GAAP diluted net income per common share (in thousands)

 

49,553

 

43,946

 

 

5



 

Table 3

Verint Systems Inc. and Subsidiaries

Segment Revenue

(Unaudited)

(In thousands)

 

 

 

Three Months Ended April 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

GAAP Revenue By Segment

 

 

 

 

 

Workforce Optimization Segment

 

$

97,271

 

$

96,880

 

 

 

 

 

 

 

Video Intelligence Segment

 

30,034

 

31,545

 

Communications Intelligence Segment

 

49,027

 

44,188

 

Total Video and Communications Intelligence

 

79,061

 

75,733

 

 

 

 

 

 

 

GAAP Total Revenue

 

$

176,332

 

$

172,613

 

 

 

 

 

 

 

Revenue adjustments related to acquisitions

 

$

235

 

$

 

 

 

 

 

 

 

Non-GAAP Revenue By Segment

 

 

 

 

 

Workforce Optimization Segment

 

$

97,271

 

$

96,880

 

 

 

 

 

 

 

Video Intelligence Segment

 

30,269

 

31,545

 

Communications Intelligence Segment

 

49,027

 

44,188

 

Total Video and Communications Intelligence

 

79,296

 

75,733

 

 

 

 

 

 

 

Non-GAAP Total Revenue

 

$

176,567

 

$

172,613

 

 

6



 

Table 4

Verint Systems Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)

 

 

 

April 30,

 

January 31,

 

 

 

2011

 

2011

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

179,358

 

$

169,906

 

Restricted cash and bank time deposits

 

12,305

 

13,639

 

Accounts receivable, net

 

137,553

 

150,769

 

Inventories

 

20,650

 

16,987

 

Deferred cost of revenue

 

5,500

 

6,269

 

Prepaid expenses and other current assets

 

45,157

 

44,374

 

Total current assets

 

400,523

 

401,944

 

Property and equipment, net

 

24,297

 

23,176

 

Goodwill

 

757,463

 

738,674

 

Intangible assets, net

 

155,554

 

157,071

 

Capitalized software development costs, net

 

6,630

 

6,787

 

Long-term deferred cost of revenue

 

20,924

 

21,715

 

Other assets

 

32,776

 

26,760

 

Total assets

 

$

1,398,167

 

$

1,376,127

 

 

 

 

 

 

 

Liabilities, Preferred Stock, and Stockholders’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

37,502

 

$

36,861

 

Accrued expenses and other current liabilities

 

147,646

 

163,029

 

Current maturities of long-term debt

 

4,500

 

 

Deferred revenue

 

144,048

 

142,465

 

Liabilities to affiliates

 

1,951

 

1,847

 

Total current liabilities

 

335,647

 

344,202

 

Long-term debt

 

592,500

 

583,234

 

Long-term deferred revenue

 

39,391

 

40,424

 

Other liabilities

 

43,821

 

45,038

 

Total liabilities

 

1,011,359

 

1,012,898

 

Preferred Stock - $0.001 par value; authorized 2,500,000 shares. Series A convertible preferred stock; 293,000 shares issued and outstanding; aggregate liquidation preference and redemption value of $341,918 at April 30, 2011.

 

285,542

 

285,542

 

Commitments and Contingencies

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 38,579,000 and 37,349,000 shares, respectively; outstanding 38,305,000 and 37,089,000 shares, as of April 30, 2011 and January 31, 2011, respectively.

 

39

 

38

 

Additional paid-in capital

 

531,422

 

519,834

 

Treasury stock, at cost — 274,000 and 260,000 shares as of April 30, 2011 and January 31, 2011, respectively.

 

(7,141

)

(6,639

)

Accumulated deficit

 

(394,869

)

(394,757

)

Accumulated other comprehensive loss

 

(31,196

)

(42,069

)

Total Verint Systems Inc. stockholders’ equity

 

98,255

 

76,407

 

Noncontrolling interest

 

3,011

 

1,280

 

Total liabilities stockholders’ equity

 

101,266

 

77,687

 

Total liabilities, preferred stock, and stockholders’ equity

 

$

1,398,167

 

$

1,376,127

 

 

7



 

Table 5

Verint Systems Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

Three Months Ended April 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

1,555

 

$

(15,616

)

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

 

 

 

 

 

Depreciation and amortization

 

12,954

 

11,898

 

Stock-based compensation

 

5,785

 

7,546

 

Non-cash losses on derivative financial instruments, net

 

1,933

 

1,703

 

Loss on extinguishment of debt

 

8,136

 

 

Other non-cash items, net

 

3,132

 

1,189

 

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

 

 

 

 

 

Accounts receivable

 

14,164

 

(13,787

)

Inventories

 

(3,421

)

(488

)

Deferred cost of revenue

 

2,516

 

6,161

 

Prepaid expenses and other assets

 

1,178

 

1,501

 

Accounts payable and accrued expenses

 

(22,568

)

14,959

 

Deferred revenue

 

(4,201

)

(18,476

)

Other, net

 

(1,869

)

(1,110

)

Net cash provided by (used in) operating activities

 

19,294

 

(4,520

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for business combination, net of cash acquired

 

(11,958

)

(15,292

)

Purchases of property and equipment

 

(3,131

)

(1,878

)

Settlements of derivative financial instruments not designated as hedges

 

(826

)

(6,333

)

Cash paid for capitalized software development costs

 

(1,076

)

(462

)

Change in restricted cash and bank time deposits

 

1,543

 

205

 

Net cash used in investing activities

 

(15,448

)

(23,760

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from borrowings, net of original issuance discount

 

597,000

 

 

Repayments of borrowings and other financing obligations

 

(583,362

)

(580

)

Payment of debt issuance and other debt-related costs

 

(13,952

)

(897

)

Proceeds from exercises of stock options

 

5,122

 

 

Purchases of treasury stock

 

(502

)

(3,312

)

Other financing activities

 

(1,804

)

 

Net cash provided by (used in) financing activities

 

2,502

 

(4,789

)

Effect of exchange rate changes on cash and cash equivalents

 

3,104

 

(1,863

)

Net increase (decrease) in cash and cash equivalents

 

9,452

 

(34,932

)

Cash and cash equivalents, beginning of period

 

169,906

 

184,335

 

Cash and cash equivalents, end of period

 

$

179,358

 

$

149,403

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

13,027

 

$

3,538

 

Cash paid for income taxes, net of refunds received

 

$

4,136

 

$

1,525

 

Non-cash investing and financing transactions:

 

 

 

 

 

Accrued but unpaid purchases of property and equipment

 

$

1,435

 

$

495

 

Inventory transfers to property and equipment

 

$

181

 

$

77

 

Liabilities for contingent consideration in business combinations

 

$

904

 

$

3,224

 

Stock options exercised, proceeds received subsequent to period end

 

$

156

 

$

 

Accrued but unpaid debt issuance and other debt-related costs

 

$

999

 

$

 

 

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Verint Systems Inc. and Subsidiaries

Supplemental Information About Non-GAAP Financial Measures

 

This press release contains non-GAAP financial measures. Table 2 includes a reconciliation of each non-GAAP financial measure presented in this press release to the most directly comparable GAAP financial measure. Non-GAAP financial measures should not be considered in isolation or as a substitute for 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.

 

We believe that the non-GAAP financial measures we present provide meaningful supplemental information regarding our operating results primarily because they exclude certain non-cash charges or items that we do not believe are reflective of our ongoing operating results when budgeting, planning and forecasting, determining compensation, and when assessing the performance of our business with our individual operating segments or our senior management. We believe that these non-GAAP financial measures also facilitate the comparison by management and investors of results between periods and among our peer companies. However, those companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

 

Adjustments to Non-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 standalone basis.  We exclude these adjustments from our non-GAAP financial measures because these are not reflective of our ongoing operations.

 

Amortization of acquired intangible assets, including acquired technology.  When we acquire an entity, we are required under GAAP to record the fair value of the intangible assets of the acquired entity and amortize it over their useful lives.  We exclude the amortization of acquired intangible assets, including acquired technology, from our non-GAAP financial measures.  These expenses are excluded from our non-GAAP financial measures because they are non-cash charges.  In addition, these amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions.  Thus, we also exclude these amounts to provide better comparability of pre- and post-acquisition operating results.

 

Stock-based compensation expenses.  We exclude stock-based compensation expenses related to stock options, restricted stock awards and units, and phantom stock from our non-GAAP financial measures. These expenses are excluded from our non-GAAP financial measures because they are primarily non-cash charges. In recent periods, we also incurred significant cash-settled stock compensation due to our extended filing delay and restrictions on our ability to issue new shares of common stock to our employees.

 

Other adjustments.  We exclude from our non-GAAP financial measures legal, other professional fees and certain other expenses associated with acquisitions and certain extraordinary transactions, in both cases, whether or not consummated.  These expenses are excluded from our non-GAAP financial measures because we believe that they are not reflective of our ongoing operations.

 

Expenses related to our filing delay.  We exclude from our non-GAAP financial measures expenses related to our restatement of previously filed financial statements and our extended filing delay.  These expenses included professional fees and related expenses, as well as expenses associated with a special cash retention program. 

 

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These expenses are excluded from our non-GAAP financial measures because we believe that they are not reflective of our ongoing operations.

 

Unrealized (gains) losses on derivatives, net.  We exclude from our non-GAAP financial measures unrealized gains and losses on interest rate swaps and foreign currency derivatives.  These gains and losses are excluded from our non-GAAP financial measures because they are non-cash transactions.

 

Loss on extinguishment of debt.  We exclude from our non-GAAP financial measures loss on extinguishment of debt attributable to refinancing of our debt because we believe it is not reflective of our ongoing operations.

 

Non-cash tax adjustments.  Non-cash tax adjustments represent the difference between the amount of taxes we actually paid and our GAAP tax provision on an annual basis. On a quarterly basis, this adjustment reflects our expected annual effective tax rate on a cash basis.

 

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