View:
United States securities and exchange commission logo
October 22, 2020
Elad Sharon
Chief Executive Officer
Cognyte Software Ltd.
33 Maskit
Herzliya Pituach
4673333, Israel
Re: Cognyte Software
Ltd.
Draft Registration
Statement on Form 20-F
Submitted September
25, 2020
CIK: 0001824814
Dear Mr. Sharon:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 20-F
Summary, page 1
1. You state that Verint
expects to incur separation costs of approximately $35.0 million in
addition to $9.3
million in separation-related capital expenditures during the fiscal year
ending January 31,
2021. Please clarify whether Cognyte will be responsible for any of
these costs and, if so,
whether these costs will be funded by the debt that you expect to
incur.
Elad Sharon
FirstName LastNameElad Sharon
Cognyte Software Ltd.
Comapany
October 22,NameCognyte
2020 Software Ltd.
October
Page 2 22, 2020 Page 2
FirstName LastName
Business Overview
Our Customers, page 57
2. You state that divisions, units, or subsidiaries within an
organization that enter into
separate contracts are treated as separate customers. Please tell us
whether any single
organization on a consolidated basis accounted for 10% or more of your
revenues, other
than the customers you identify as Customer A and Customer B in the
filing. Please also
define enterprise customer.
3. We note that two customers generated 15.6% and 12.9% of your revenues,
respectively, in
fiscal year 2020. Please disclose the materials terms of your
agreements with these
customers, including but not limited to, the term and termination
provisions of the
agreement and the identity of the customers.
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 57
4. You disclose that the majority of your orders are from existing
customers that expand
their usage of Cognyte solutions. Please revise to quantify the
percentage of new revenue
attributable to existing customers expanding their usage as compared
to new customers for
each period presented.
Audited Combined Financial Statements
4. Revenue Recognition, page F-19
5. So that we may better understand your accounting for subscription
software licenses,
please supplementally:
explain in detail the nature of the support services provided with
your subscription
software license and tell us how you determined that these
services are not distinct
from the license;
describe why your perpetual licenses do not require the same
non-distinct support
services; and
quantify the amount of subscription software license revenue
recognized during the
periods presented.
Elad Sharon
FirstName LastNameElad Sharon
Cognyte Software Ltd.
Comapany
October 22,NameCognyte
2020 Software Ltd.
October
Page 3 22, 2020 Page 3
FirstName LastName
You may contact Lisa Haynes Etheredge, Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Randi Lesnick