Total quarterly revenues surpassed $100 million for the first time Total revenues grew 31% year-over-year to $100.4 million in Q3 2021 Annual recurring revenues grew to $354.2 million, a 36% increase over third quarter 2020 - Form 8-K

Total quarterly revenues surpassed $100 million for the first time
Total revenues grew 31% year-over-year to $100.4 million in Q3 2021
Annual recurring revenues grew to $354.2 million, a 36% increase over third quarter 2020

NEW YORK, Nov. 01, 2021 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS), a pioneer in data security and analytics, today announced financial results for the third quarter ended September 30, 2021.

Yaki Faitelson, Varonis CEO, said, "Our third quarter results were strong and marked our first quarter with over $100 million in revenues, an achievement we see as only scratching the surface of the enormous opportunity ahead of us. We continue to see greater adoption of our platform by new customers and healthy expansion from existing customers wanting to broaden their Varonis deployment, as the digital transformation has fundamentally changed how companies must approach securing their sensitive data. We believe that the robust customer engagement trends we see leave us well positioned for a strong close to 2021 and beyond."

Financial Summary for the Third Quarter Ended September 30, 2021

• Total revenues increased 31% to $100.4 million, compared with $76.8 million in the third quarter of 2020.
• Subscription revenues increased 59% to $70.0 million, compared with $44.1 million in the third quarter of 2020.
• Maintenance and services revenues were $30.0 million, compared with $32.3 million in the third quarter of 2020.
• GAAP operating loss was ($18.6) million, compared to GAAP operating loss of ($16.5) million in the third quarter of 2020.
• Non-GAAP operating income was $8.1 million, compared to non-GAAP operating income of $3.1 million in the third quarter of 2020.
  

The tables at the end of this press release include a reconciliation of GAAP operating loss to non-GAAP operating income (loss) and GAAP net loss to non-GAAP net income (loss) for the three and nine months ended September 30, 2021 and 2020. An explanation of these measures is included below under the heading "Non-GAAP Financial Measures and Key Performance Indicators."

Key Performance Indicators and Recent Business Highlights

• Annual recurring revenues, or ARR, were $354.2 million as of the end of the third quarter, up 36% over the prior year period.
• As of September 30, 2021, 70% of customers with 500 employees or more purchased four or more licenses, up from 60% as of September 30, 2020, and 37% purchased six or more licenses, up from 26% as of September 30, 2020.
• For the third quarter of 2021, total revenues in North America increased 32% over the prior-year period to $75.6 million, total revenues in EMEA increased 28% over the prior-year period to $22.8 million, and total revenues from Rest of World were $1.9 million.
• As of September 30, 2021, the Company had $813.4 million in cash and cash equivalents, marketable securities and short-term deposits.
• During the nine months ended September 30, 2021, the Company generated $6.8 million of cash from operations, compared to $13.5 million used in the prior year period.
• Introduced Data Classification Cloud for Box and Google Drive, adding data discovery context and the ability to find exposed sensitive data in these applications.

An explanation of ARR is included below under the heading "Non-GAAP Financial Measures and Key Performance Indicators."

Financial Outlook
For the fourth quarter of 2021, the Company expects:

• Revenues of $120.0 million to $123.0 million, or year-over-year growth of 26% to 29%.
• Non-GAAP operating income of $16.5 million to $18.5 million.
• Non-GAAP net income per diluted share in the range of $0.12 to $0.13, based on 119.8 million diluted shares outstanding.
  

For full year 2021, the Company now expects:

• Revenues of $383.5 million to $386.5 million, or year-over-year growth of 31% to 32%.
• Non-GAAP operating income of $19.5 million to $21.5 million.
• Non-GAAP net income per diluted share in the range of $0.10 to $0.11, based on 118.0 million diluted shares outstanding.
  

Actual results may differ materially from the Company's Financial Outlook as a result of, among other things, the factors described below under "Forward-Looking Statements".

Stock Split
All common stock and per share data in this earnings release have been retroactively adjusted for the impact of the three-for-one split effective March 15, 2021.

Conference Call and Webcast
Varonis will host a conference call today, Monday, November 1, 2021, at 4:30 p.m. Eastern Time, to discuss the Company's third quarter 2021 financial results. To access this call, dial 877-425-9470 (domestic) or 201-389-0878 (international). The passcode is 13723385. A replay of this conference call will be available through November 8, 2021 at 844-512-2921 (domestic) or 412-317-6671 (international). The replay passcode is 13723385. A live webcast of this conference call will be available on the "Investors" page of the Company's website (www.varonis.com), and a replay will be archived on the website as well.

Non-GAAP Financial Measures and Key Performance Indicators
Varonis believes that the use of non-GAAP operating income (loss) and non-GAAP net income (loss) is helpful to our investors. These measures, which the Company refers to as our non-GAAP financial measures, are not prepared in accordance with GAAP.

Non-GAAP operating income (loss) is calculated as operating income (loss) excluding (i) stock-based compensation expense, (ii) payroll tax expense related to stock-based compensation, and (iii) amortization of acquired intangible assets and acquisition related expenses.

Non-GAAP net income (loss) is calculated as net income (loss) excluding (i) stock-based compensation expense, (ii) payroll tax expense related to stock-based compensation, (iii) amortization of acquired intangible assets and acquisition related expenses, (iv) foreign exchange gains (losses) which includes exchange rate differences on lease contracts as a result of the implementation of ASC 842, and (v) amortization of debt discount and issuance costs.

The Company believes that the exclusion of these expenses provides a more meaningful comparison of our operational performance from period to period and offers investors and management greater visibility to the underlying performance of our business. Specifically:

• Stock-based compensation expenses utilize varying available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company's non-cash expenses;
• Payroll taxes are tied to the exercise or vesting of underlying equity awards and the price of our common stock at the time of vesting or exercise, factors which may vary from period to period;
• Acquired intangible assets are valued at the time of acquisition and are amortized over an estimated useful life after the acquisition, and acquisition-related expenses are unrelated to current operations and neither are comparable to the prior period nor predictive of future results;
• The Company incurs foreign exchange gains or losses from the revaluation of its significant operating lease liabilities in foreign currencies as well as other assets and liabilities denominated in non-U.S. dollars, which may vary from period to period; and
• Amortization of debt discount and debt issuance costs, which relate to the Company's convertible senior notes issued in 2020, is a non-cash item.
  

Each of our non-GAAP financial measures is an important tool for financial and operational decision making and for evaluating our own operating results over different periods of time. The non-GAAP financial measures do not represent our financial performance under U.S. GAAP and should not be considered as alternatives to operating income (loss) or net income (loss) or any other performance measures derived in accordance with GAAP. Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, and exclude expenses that may have a material impact on our reported financial results. Further, stock-based compensation expense and payroll tax expense related to stock-based compensation have been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of the compensation provided to our employees. Also, the amortization of intangible assets are expected recurring expenses over the estimated useful life of the underlying intangible asset and acquisition-related expenses will be incurred to the extent acquisitions are made in the future. Additionally, foreign exchange rates may fluctuate from one period to another, and the Company does not estimate movements in foreign currencies. Finally, the amortization of debt discount and debt issuance costs are expected recurring expenses until the maturity of the senior notes in 2025.

The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Varonis urges investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measures to evaluate our business.

A reconciliation for non-GAAP operating income (loss) and non-GAAP net income (loss) referred to in our "Financial Outlook" is not provided because, as forward-looking statements, such reconciliation is not available without unreasonable effort due to the high variability, complexity, and difficulty of estimating certain items such as charges to stock-based compensation expense and currency fluctuations which could have an impact on our consolidated results. The Company believes the information provided is useful to investors because it can be considered in the context of the Company's historical disclosures of this measure.

ARR is a key performance indicator defined as the annualized value of active term-based subscription license contracts and maintenance contracts related to perpetual licenses in effect at the end of that period. Subscription license contracts and maintenance for perpetual license contracts are annualized by dividing the total contract value by the number of days in the term and multiplying the result by 365. The annualized value of contracts is a legal and contractual determination made by assessing the contractual terms with our customers. The annualized value of maintenance contracts is not determined by reference to historical revenues, deferred revenues or any other GAAP financial measure over any period. ARR is not a forecast of future revenues, which can be impacted by contract start and end dates and renewal rates.

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including regarding the Company's growth rate and its expectations regarding future revenues, operating income or loss or earnings or loss per share. These statements are not guarantees of future performance but are based on management's expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: the impact of the COVID-19 global pandemic on the budgets of our clients and on economic conditions generally; the impact of potential information technology, cybersecurity or data security breaches; risks associated with anticipated growth in Varonis' addressable market; Varonis' ability to predict the timing and rate of subscription renewals and their impact on the Company's future revenues and operating results; competitive factors, including increased sales cycle time, changes in the competitive environment, pricing changes and increased competition; the risk that Varonis may not be able to attract or retain employees, including sales personnel and engineers; Varonis' ability to build and expand its direct sales efforts and reseller distribution channels; general economic and industry conditions, such as foreign currency exchange rate fluctuations and expenditure trends for data and cybersecurity solutions; risks associated with the closing of large transactions, including Varonis' ability to close large transactions consistently on a quarterly basis; new product introductions and Varonis' ability to develop and deliver innovative products; risks associated with international operations; Varonis' ability to provide high-quality service and support offerings; and risks associated with our convertible notes and capped-call transaction. These and other important risk factors are described more fully in Varonis' reports and other documents filed with the Securities and Exchange Commission and could cause actual results to vary from expectations. All information provided in this press release and in the conference call is as of the date hereof, and Varonis undertakes no duty to update or revise this information, whether as a result of new information, new developments or otherwise, except as required by law.

About Varonis

Varonis is a pioneer in data security and analytics, fighting a different battle than conventional cybersecurity companies. Varonis focuses on protecting enterprise data: sensitive files and emails; confidential customer, patient and employee data; financial records; strategic and product plans; and other intellectual property. The Varonis Data Security Platform detects cyberthreats from both internal and external actors by analyzing data, account activity and user behavior; prevents and limits disaster by locking down sensitive and stale data; and efficiently sustains a secure state with automation. Varonis products address additional important use cases including data protection, data governance, zero trust, compliance, data privacy, classification and threat detection and response. Varonis started operations in 2005 and has customers spanning leading firms in the financial services, public, healthcare, industrial, insurance, energy and utilities, technology, consumer and retail, media and entertainment and education sectors.

To find out more about Varonis, visit www.varonis.com

Varonis Systems, Inc.
Consolidated Statements of Operations
(in thousands, except for share and per share data)
	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2020		2021		2020
	Unaudited		Unaudited
Revenues:
Subscriptions	$	70,026			$	44,084			$	172,917			$	98,535
Maintenance and services	30,003			32,294			89,689			97,956
Perpetual licenses	324			373			950			1,001
Total revenues	100,353			76,751			263,556			197,492
Cost of revenues	14,338			11,284			42,021			31,799
Gross profit	86,015			65,467			221,535			165,693
Operating expenses:
Research and development	34,344			24,670			97,739			71,425
Sales and marketing	56,229			45,435			162,641			130,998
General and administrative	13,997			11,814			42,016			34,486
Total operating expenses	104,570			81,919			302,396			236,909
Operating loss	(18,555	)		(16,452	)		(80,861	)		(71,216	)
Financial expenses, net	(3,234	)		(2,553	)		(8,058	)		(2,945	)
Loss before income taxes	(21,789	)		(19,005	)		(88,919	)		(74,161	)
Income taxes	(1,525	)		(220	)		(2,999	)		(817	)
Net loss	$	(23,314	)		$	(19,225	)		$	(91,918	)		$	(74,978	)
Net loss per share of common stock, basic and diluted	$	(0.22	)		$	(0.20	)		$	(0.88	)		$	(0.80	)
Weighted average number of shares used in computing net loss per share of common stock, basic and diluted	107,028,201			94,842,726			104,595,650			94,008,375

Stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020 is included in the Consolidated Statements of Operations as follows (in thousands):
	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2020		2021		2020
	Unaudited		Unaudited
Cost of revenues	$	1,839			$	1,476			$	5,284			$	3,615
Research and development	8,347			6,000			24,425			15,767
Sales and marketing	9,001			7,184			26,235			18,773
General and administrative	5,235			4,018			15,725			11,029
	$	24,422			$	18,678			$	71,669			$	49,184

Payroll tax expense related to stock-based compensation for the three and nine months ended September 30, 2021 and 2020 is included in the Consolidated Statements of Operations as follows (in thousands):
	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2020		2021		2020
	Unaudited		Unaudited
Cost of revenues	$	27			$	17			$	997			$	287
Research and development	104			152			328			290
Sales and marketing	334			616			4,710			2,672
General and administrative	61			68			949			456
	$	526			$	853			$	6,984			$	3,705

Amortization of acquired intangibles and acquisition-related expenses for the three and nine months ended September 30, 2021 and 2020 is included in the Consolidated Statements of Operations as follows (in thousands):
	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2020		2021		2020
	Unaudited		Unaudited
Cost of revenues	$	381			$	-			$	1,144			$	-
Research and development	1,307			-			3,923			-
Sales and marketing	2			-			7			-
General and administrative	-			-			-			-
	$	1,690			$	-			$	5,074			$	-

Varonis Systems, Inc.
Consolidated Balance Sheets
(in thousands)
	September 30, 2021		December 31, 2020
	Unaudited
Assets
Current assets:
Cash and cash equivalents	$	803,144			$	234,092
Marketable securities	8,010			34,117
Short-term deposits	2,276			30,053
Trade receivables, net	71,382			94,229
Prepaid expenses and other current assets	26,737			27,357
Total current assets	911,549			419,848
Long-term assets:
Operating lease right-of-use asset	65,223			47,924
Property and equipment, net	34,163			37,163
Intangible assets, net	4,695			5,846
Goodwill	23,135			23,135
Other assets	19,717			21,566
Total long-term assets	146,933			135,634
Total assets	$	1,058,482			$	555,482
Liabilities and stockholders' equity
Current liabilities:
Trade payables	$	3,446			$	850
Accrued expenses and other short-term liabilities	91,917			83,198
Deferred revenues	86,253			98,588
Total current liabilities	181,616			182,636
Long-term liabilities:
Convertible senior notes, net	223,584			218,460
Operating lease liability	70,318			54,540
Deferred revenues	1,872			2,778
Other liabilities	4,122			2,997
Total long-term liabilities	299,896			278,775
Stockholders' equity:
Share capital
Common stock	107			95
Accumulated other comprehensive income	2,528			9,371
Additional paid-in capital	976,995			395,347
Accumulated deficit	(402,660	)		(310,742	)
Total stockholders' equity	576,970			94,071
Total liabilities and stockholders' equity	$	1,058,482			$	555,482

Varonis Systems, Inc.
Consolidated Statements of Cash Flows
(in thousands)
	Nine Months Ended September 30,
	2021		2020
	Unaudited
Cash flows from operating activities:
Net loss	$	(91,918	)		$	(74,978	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	8,271			7,319
Stock-based compensation	71,669			49,184
Amortization of deferred commissions	11,511			9,552
Noncash operating lease costs	6,201			7,226
Amortization of debt discount and issuance costs	5,124			2,427
Changes in assets and liabilities:
Trade receivables	22,847			14,939
Prepaid expenses and other current assets	568			(1,862	)
Deferred commissions	(13,652	)		(13,172	)
Other long-term assets	819			(250	)
Trade payables	2,596			(379	)
Accrued expenses and other short-term liabilities	(5,057	)		(1,267	)
Deferred revenues	(13,241	)		(16,943	)
Other long-term liabilities	1,102			4,708
Net cash provided by (used in) operating activities	6,840			(13,496	)
Cash flows from investing activities:
Proceeds from sales and maturities of marketable securities	26,106			41,482
Investment in marketable securities	-			(34,063	)
Proceeds from short-term and long-term deposits	80,236			35,025
Investment in short-term and long-term deposits	(50,000	)		(85,000	)
Purchases of property and equipment	(4,120	)		(7,001	)
Net cash provided by (used in) investing activities	52,222			(49,557	)
Cash flows from financing activities:
Proceeds from employee stock plans, net	9,956			9,622
Proceeds from follow-on offering, net	500,034			-
Proceeds from issuance of convertible senior notes, net of issuance costs	-			245,308
Purchases of capped calls	-			(29,348	)
Net cash provided by financing activities	509,990			225,582
Increase in cash and cash equivalents	569,052			162,529
Cash and cash equivalents at beginning of period	234,092			68,929
Cash and cash equivalents at end of period	$	803,144			$	231,458

Varonis Systems, Inc.
Reconciliation of GAAP Measures to non-GAAP
(in thousands, except share and per share data)
	Three Months Ended September 30,		Nine Months Ended September 30,
	2021		2020		2021		2020
	Unaudited		Unaudited
Reconciliation to non-GAAP operating income (loss):
GAAP operating loss	$	(18,555	)		$	(16,452	)		$	(80,861	)		$	(71,216	)
Add back:
Stock-based compensation expense	24,422			18,678			71,669			49,184
Payroll tax expenses related to stock-based compensation	526			853			6,984			3,705
Amortization of acquired intangible assets and acquisition-related expenses	1,690			-			5,074			-
Non-GAAP operating income (loss)	$	8,083			$	3,079			$	2,866			$	(18,327	)
Reconciliation to non-GAAP net income (loss):
GAAP net loss	$	(23,314	)		$	(19,225	)		$	(91,918	)		$	(74,978	)
Add back:
Stock-based compensation expense	24,422			18,678			71,669			49,184
Payroll tax expenses related to stock-based compensation	526			853			6,984			3,705
Amortization of acquired intangible assets and acquisition-related expenses	1,690			-			5,074			-
Foreign exchange rate differences, net	599			174			212			(296	)
Amortization of debt discount and issuance costs	1,727			1,646			5,123			2,426
Non-GAAP net income (loss)	$	5,650			$	2,126			$	(2,856	)		$	(19,959	)
GAAP weighted average number of shares used in computing net loss per share of common stock - basic and diluted	107,028,201			94,842,726			104,595,650			94,008,375
Non-GAAP weighted average number of shares used in computing net income (loss) per share of common stock - basic	107,028,201			94,842,726			104,595,650			94,008,375
Non-GAAP weighted average number of shares used in computing net income (loss) per share of common stock - diluted	119,070,609			106,133,505			104,595,650			94,008,375
GAAP net loss per share of common stock - basic and diluted	$	(0.22	)		$	(0.20	)		$	(0.88	)		$	(0.80	)
Non-GAAP net income (loss) per share of common stock - basic	$	0.05			$	0.02			$	(0.03	)		$	(0.21	)
Non-GAAP net income (loss) per share of common stock - diluted	$	0.05			$	0.02			$	(0.03	)		$	(0.21	)

Investor Relations Contact:
James Arestia
Varonis Systems, Inc.
646-640-2149
[e-mail]

News Media Contact:
Rachel Hunt
Varonis Systems, Inc.
877-292-8767 (ext. 1598)
[e-mail]