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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Varonis Systems Inc | NASDAQ:VRNS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 43.75 | 25.00 | 49.27 | 0 | 09:43:28 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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57-1222280
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1250 Broadway, 29th Floor
New York, NY
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10001
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(Address of principal executive offices)
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(Zip Code)
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(877) 292-8767
(Registrant’s telephone number, including area code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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March 31,
2019 |
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December 31, 2018
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||||
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(unaudited)
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||||
Assets
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
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64,461
|
|
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$
|
48,707
|
|
Marketable securities
|
37,842
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|
|
39,770
|
|
||
Short-term deposits
|
61,328
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|
|
70,438
|
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Trade receivables (net of allowance for doubtful accounts of $517 and $483 at March 31, 2019 and December 31, 2018, respectively)
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41,796
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|
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83,223
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Prepaid expenses and other current assets
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14,899
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16,952
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Total current assets
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220,326
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259,090
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||||
Long-term assets:
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Other assets
|
12,180
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|
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8,565
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Operating lease right-of-use asset
|
51,875
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|
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—
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Property and equipment, net
|
21,065
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17,323
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Total long-term assets
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85,120
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|
25,888
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Total assets
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$
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305,446
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$
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284,978
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||||
Liabilities and stockholders’ equity
|
|
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Current liabilities:
|
|
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|
|
|
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Trade payables
|
$
|
624
|
|
|
$
|
2,620
|
|
Accrued expenses and other short term liabilities
|
50,301
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|
|
55,991
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Deferred revenues
|
81,844
|
|
|
87,729
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||
Total current liabilities
|
132,769
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|
|
146,340
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||
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||||
Long-term liabilities:
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|
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Deferred revenues
|
6,988
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|
|
6,487
|
|
||
Operating lease liability
|
52,697
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|
|
—
|
|
||
Other liabilities
|
2,997
|
|
|
6,781
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|
||
Total long-term liabilities
|
62,682
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|
|
13,268
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||
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|
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||||
Stockholders’ equity:
|
|
|
|
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|
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Share capital
|
|
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Common stock of $0.001 par value - Authorized: 200,000,000 shares at March 31, 2019 and December 31, 2018; Issued and outstanding: 30,263,237 shares at March 31, 2019 and 29,576,880 shares at December 31, 2018
|
30
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|
30
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Accumulated other comprehensive loss
|
(688
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)
|
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(3,633
|
)
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Additional paid-in capital
|
271,260
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|
|
266,941
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|
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Accumulated deficit
|
(160,607
|
)
|
|
(137,968
|
)
|
||
Total stockholders’ equity
|
109,995
|
|
|
125,370
|
|
||
Total liabilities and stockholders’ equity
|
$
|
305,446
|
|
|
$
|
284,978
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
|
||
Perpetual licenses
|
$
|
15,521
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|
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$
|
24,086
|
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Subscriptions
|
7,005
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|
|
1,071
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|
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Maintenance and services
|
33,834
|
|
|
28,371
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|
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Total revenues
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56,360
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|
|
53,528
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||
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||||
Cost of revenues
|
8,326
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|
|
6,442
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||
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|
||||
Gross profit
|
48,034
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|
|
47,086
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||
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|
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|
||||
Operating costs and expenses:
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|
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|
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Research and development
|
18,768
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15,542
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Sales and marketing
|
41,996
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|
|
39,972
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|
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General and administrative
|
9,271
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|
|
7,069
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Total operating expenses
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70,035
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|
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62,583
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||||
Operating loss
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(22,001
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)
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(15,497
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)
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Financial income (expenses), net
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(128
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)
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|
978
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||||
Loss before income taxes
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(22,129
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)
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(14,519
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)
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Income taxes
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(510
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)
|
|
(527
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)
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||
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|
||||
Net loss
|
$
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(22,639
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)
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|
$
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(15,046
|
)
|
|
|
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|
||||
Net loss per share of common stock, basic and diluted
|
$
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(0.76
|
)
|
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$
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(0.53
|
)
|
|
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|
||||
Weighted average number of shares used in computing net loss per share of common stock, basic and diluted
|
29,827,927
|
|
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28,362,479
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|
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Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(22,639
|
)
|
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$
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(15,046
|
)
|
|
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|
||||
Other comprehensive income (loss):
|
|
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|
||||
Unrealized income (loss) on marketable securities, net of tax
|
18
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|
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(9
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)
|
||
Gains (losses) on marketable securities reclassified into earnings, net of tax
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(8
|
)
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|
1
|
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||
|
10
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|
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(8
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)
|
||
|
|
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||||
Unrealized income (loss) on derivative instruments, net of tax
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2,484
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|
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(2,053
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)
|
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Losses (gains) on derivative instruments reclassified into earnings, net of tax
|
451
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|
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(48
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)
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||
|
2,935
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|
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(2,101
|
)
|
||
Total other comprehensive income (loss)
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2,945
|
|
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(2,109
|
)
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||
|
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||||
Comprehensive loss
|
$
|
(19,693
|
)
|
|
$
|
(17,155
|
)
|
|
Common stock
|
|
Additional
paid-in capital
|
|
Accumulated
other
comprehensive loss
|
|
Accumulated deficit
|
|
Total
stockholders’ equity
|
|||||||||||||
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Number
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2017
|
28,146,162
|
|
|
28
|
|
|
223,868
|
|
|
136
|
|
|
(109,390
|
)
|
|
114,642
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
6,927
|
|
|
—
|
|
|
—
|
|
|
6,927
|
|
|||||
Common stock issued under employee stock plans, net
|
602,469
|
|
|
1
|
|
|
1,065
|
|
|
—
|
|
|
—
|
|
|
1,066
|
|
|||||
Unrealized losses on derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,101
|
)
|
|
—
|
|
|
(2,101
|
)
|
|||||
Unrealized losses on available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,046
|
)
|
|
(15,046
|
)
|
|||||
Balance as of March 31, 2018
|
28,748,631
|
|
|
29
|
|
|
231,860
|
|
|
(1,973
|
)
|
|
(124,436
|
)
|
|
105,480
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Common stock
|
|
Additional
paid-in capital
|
|
Accumulated
other
comprehensive loss
|
|
Accumulated deficit
|
|
Total
stockholders’ equity
|
|||||||||||||
|
Number
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2018
|
29,576,880
|
|
|
$
|
30
|
|
|
$
|
266,941
|
|
|
$
|
(3,633
|
)
|
|
$
|
(137,968
|
)
|
|
$
|
125,370
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
8,961
|
|
|
—
|
|
|
—
|
|
|
8,961
|
|
|||||
Common stock issued under employee stock plans, net
|
686,357
|
|
|
—
|
|
|
(4,642
|
)
|
|
—
|
|
|
—
|
|
|
(4,642
|
)
|
|||||
Unrealized gains on derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
2,935
|
|
|
—
|
|
|
2,935
|
|
|||||
Unrealized gains on available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,639
|
)
|
|
(22,639
|
)
|
|||||
Balance as of March 31, 2019
|
30,263,237
|
|
|
$
|
30
|
|
|
$
|
271,260
|
|
|
$
|
(688
|
)
|
|
$
|
(160,607
|
)
|
|
$
|
109,995
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(22,639
|
)
|
|
$
|
(15,046
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
1,337
|
|
|
797
|
|
||
Stock-based compensation
|
8,961
|
|
|
6,927
|
|
||
Amortization of deferred commissions
|
3,626
|
|
|
3,325
|
|
||
Amortization of operating lease right-of-use asset
|
1,399
|
|
|
—
|
|
||
Capital gain from disposal of fixed assets
|
24
|
|
|
—
|
|
||
|
|
|
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Trade receivables
|
41,427
|
|
|
43,128
|
|
||
Prepaid expenses and other current assets
|
(623
|
)
|
|
(5,806
|
)
|
||
Deferred commissions
|
(4,870
|
)
|
|
(2,434
|
)
|
||
Other long term assets
|
(19
|
)
|
|
41
|
|
||
Trade payables
|
(1,996
|
)
|
|
(152
|
)
|
||
Accrued expenses and other short term liabilities
|
(7,358
|
)
|
|
(8,200
|
)
|
||
Deferred revenues
|
(5,384
|
)
|
|
(5,373
|
)
|
||
Other long term liabilities
|
170
|
|
|
237
|
|
||
Net cash provided by operating activities
|
14,055
|
|
|
17,444
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Decrease (increase) in short-term deposits
|
9,120
|
|
|
(1,144
|
)
|
||
Decrease (increase) in marketable securities
|
1,928
|
|
|
(1,889
|
)
|
||
Increase in long-term deposits
|
(12
|
)
|
|
(308
|
)
|
||
Purchase of property and equipment
|
(5,103
|
)
|
|
(1,081
|
)
|
||
Net cash provided by (used in) investing activities
|
5,933
|
|
|
(4,422
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds (withholdings) from employee stock plans, net
|
(4,234
|
)
|
|
1,066
|
|
||
Net cash provided (used in) by financing activities
|
(4,234
|
)
|
|
1,066
|
|
||
Increase in cash, cash equivalents and restricted cash
|
15,754
|
|
|
14,088
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
48,707
|
|
|
57,236
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
64,461
|
|
|
$
|
71,324
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Cash paid for income taxes
|
$
|
2,543
|
|
|
$
|
102
|
|
Initial recognition of operating lease right-of-use assets
|
$
|
53,274
|
|
|
$
|
—
|
|
Initial recognition of operating lease liabilities
|
$
|
58,024
|
|
|
$
|
—
|
|
b.
|
Basis of Presentation:
|
c.
|
Revenue Recognition:
|
d.
|
Contract Costs:
|
e.
|
Derivative Instruments:
|
|
Assets (liabilities) as of
March 31, 2019 (unaudited) |
|
Liabilities as of
December 31, 2018 |
||||||||||||
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Foreign exchange forward contract derivatives in cash flow hedging relationships - included in accrued expenses and other short term liabilities
|
$
|
58,213
|
|
|
$
|
(731
|
)
|
|
$
|
75,153
|
|
|
$
|
(3,628
|
)
|
Foreign exchange forward contract derivatives for monetary items included in other current assets and accrued expenses and other short term liabilities
|
$
|
26,785
|
|
|
$
|
72
|
|
|
$
|
29,162
|
|
|
$
|
(18
|
)
|
f.
|
Cash, Cash Equivalents, Marketable Securities and Short-Term Investments:
|
|
As of March 31, 2019
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
Total
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
US Treasury securities
|
$
|
37,837
|
|
|
$
|
5
|
|
|
$ *)
|
|
|
$
|
37,842
|
|
|
Total
|
$
|
37,837
|
|
|
$
|
5
|
|
|
$ *)
|
|
|
$
|
37,842
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Term bank deposits
|
$
|
61,328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,328
|
|
Total
|
$
|
61,328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,328
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
$
|
2,594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,594
|
|
Total
|
$
|
2,594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,594
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
US Treasury securities
|
$
|
39,776
|
|
|
$ *)
|
|
|
$
|
(6
|
)
|
|
$
|
39,770
|
|
|
Total
|
$
|
39,776
|
|
|
$ *)
|
|
|
$
|
(6
|
)
|
|
$
|
39,770
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Term bank deposits
|
$
|
70,438
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,438
|
|
Total
|
$
|
70,438
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,438
|
|
g.
|
Restricted Cash:
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
(unaudited)
|
||||||
Cash and cash equivalents
|
$
|
64,461
|
|
|
$
|
70,778
|
|
Long term restricted cash included in other assets
|
—
|
|
|
546
|
|
||
Cash, cash equivalents and long term restricted cash shown in the consolidated statement of cash flows
|
$
|
64,461
|
|
|
$
|
71,324
|
|
h.
|
Credit Facility:
|
i.
|
Recently Adopted Accounting Pronouncements:
|
j.
|
Recently Issued Accounting Pronouncements Not Yet Adopted:
|
•
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
|
As of March 31, 2019
(unaudited) |
|
As of December 31, 2018
|
||||||||||||||||||||||||||||
|
Level I
|
|
Level
II
|
|
Level III
|
|
Fair
Value
|
|
Level I
|
|
Level
II
|
|
Level III
|
|
Fair
Value
|
||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
8,815
|
|
|
—
|
|
|
—
|
|
|
8,815
|
|
|
2,594
|
|
|
—
|
|
|
—
|
|
|
2,594
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
US Treasury securities
|
37,842
|
|
|
—
|
|
|
—
|
|
|
37,842
|
|
|
39,770
|
|
|
—
|
|
|
—
|
|
|
39,770
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign exchange contracts
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward foreign exchange contracts
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
(3,647
|
)
|
|
—
|
|
|
(3,647
|
)
|
||||||||
Total financial assets (liabilities)
|
$
|
46,657
|
|
|
$
|
(659
|
)
|
|
$
|
—
|
|
|
$
|
45,998
|
|
|
$
|
42,364
|
|
|
$
|
(3,647
|
)
|
|
$
|
—
|
|
|
$
|
38,717
|
|
|
March 31, 2019
|
||
|
(unaudited)
|
||
Operating right-of-use assets
|
$
|
51,875
|
|
|
|
||
Operating lease liabilities, current
|
$
|
3,468
|
|
Operating lease liabilities long-term
|
52,697
|
|
|
Total operating lease liabilities
|
$
|
56,165
|
|
|
March 31, 2019
|
||
|
(unaudited)
|
||
2019
|
$
|
3,114
|
|
2020
|
9,005
|
|
|
2021
|
7,860
|
|
|
2022
|
7,863
|
|
|
2023
|
7,673
|
|
|
Thereafter
|
32,373
|
|
|
|
|
||
Total undiscounted lease payments
|
$
|
67,888
|
|
|
|
||
Less: Interest
|
(11,723
|
)
|
|
|
|
||
Present value of lease liabilities
|
$
|
56,165
|
|
Remaining lease term and discount rate:
|
|
|
Weighted average remaining lease term (years)
|
8.86
|
|
|
|
|
Weighted average discount rate
|
4.02
|
%
|
|
Three Months Ended
March 31, 2019 (unaudited) |
|||||||||||
|
Number
|
|
Weighted
average
exercise price
|
|
Aggregate
intrinsic value
(in thousands)
|
|
Weighted average
remaining
contractual life
(years)
|
|||||
|
|
|
|
|
|
|
|
|||||
Options outstanding as of January 1, 2019
|
709,668
|
|
|
$
|
17.941
|
|
|
$
|
24,810
|
|
|
4.513
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(149,132
|
)
|
|
$
|
5.503
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||||
Options outstanding as of March 31, 2019
|
560,536
|
|
|
$
|
21.250
|
|
|
$
|
21,514
|
|
|
5.069
|
|
|
|
|
|
|
|
|
|||||
Options exercisable as of March 31, 2019
|
548,421
|
|
|
$
|
21.343
|
|
|
$
|
20,997
|
|
|
5.029
|
Range of exercise price
|
|
Options
outstanding
as of
March 31,
2019
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Weighted
average
exercise price
|
|
Options
exercisable
as of
March 31,
2019
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Weighted
average
exercise price
of options
exercisable
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$
|
1.256
|
|
|
—
|
|
1.576
|
|
8,970
|
|
|
0.892
|
|
|
$
|
1.562
|
|
|
8,970
|
|
|
0.892
|
|
|
$
|
1.562
|
|
$
|
6.230
|
|
|
—
|
|
8.800
|
|
12,356
|
|
|
2.760
|
|
|
$
|
8.039
|
|
|
12,356
|
|
|
2.760
|
|
|
$
|
8.039
|
|
$
|
12.470
|
|
|
—
|
|
16.870
|
|
144,925
|
|
|
4.778
|
|
|
$
|
14.052
|
|
|
133,465
|
|
|
4.596
|
|
|
$
|
13.749
|
|
$
|
19.510
|
|
|
—
|
|
21.660
|
|
201,472
|
|
|
5.371
|
|
|
$
|
21.160
|
|
|
200,817
|
|
|
5.369
|
|
|
$
|
21.164
|
|
$
|
22.010
|
|
|
—
|
|
24.230
|
|
85,361
|
|
|
5.037
|
|
|
$
|
22.366
|
|
|
85,361
|
|
|
5.037
|
|
|
$
|
22.366
|
|
|
|
|
$29.880
|
|
|
|
64,725
|
|
|
5.899
|
|
|
$
|
29.880
|
|
|
64,725
|
|
|
5.899
|
|
|
$
|
29.880
|
|
|
|
|
|
$39.860
|
|
|
|
42,727
|
|
|
4.978
|
|
|
$
|
39.860
|
|
|
42,727
|
|
|
4.978
|
|
|
$
|
39.860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
560,536
|
|
|
5.069
|
|
|
$
|
21.250
|
|
|
548,421
|
|
|
5.029
|
|
|
$
|
21.343
|
|
c.
|
Options issued to consultants:
|
|
Options for
shares of
common stock
|
|
Exercise price
per share
|
|
Options
exercisable
|
|
Exercisable
through
|
||||
|
(number)
|
|
|
|
(number)
|
|
|
||||
|
|
|
|
|
|
|
|
||||
February 2013
|
1,500
|
|
|
$
|
12.470
|
|
|
1,500
|
|
|
February 2023
|
August 2013
|
4,000
|
|
|
$
|
21.140
|
|
|
4,000
|
|
|
August 2023
|
March 2014
|
5,550
|
|
|
$
|
39.860
|
|
|
5,550
|
|
|
March 2024
|
May 2014
|
3,700
|
|
|
$
|
22.010
|
|
|
3,700
|
|
|
May 2024
|
November 2014
|
5,468
|
|
|
$
|
21.660
|
|
|
5,468
|
|
|
November 2024
|
May 2015
|
1,137
|
|
|
$
|
19.510
|
|
|
1,055
|
|
|
May 2025
|
February 2016
|
2,138
|
|
|
$
|
16.870
|
|
|
1,563
|
|
|
February 2026
|
|
|
|
|
|
|
|
|
||||
|
23,493
|
|
|
|
|
|
22,836
|
|
|
|
d.
|
Restricted stock units:
|
|
Number of
shares underlying
outstanding
restricted stock units
|
|
Weighted-
average
grant date
fair value
|
|||
Unvested balance - January 1, 2019
|
2,440,027
|
|
|
$
|
40.00
|
|
Granted
|
1,149,434
|
|
|
$
|
55.52
|
|
Vested
|
(622,523
|
)
|
|
$
|
35.95
|
|
Forfeited
|
(101,638
|
)
|
|
$
|
41.33
|
|
Unvested balance – March 31, 2019
|
2,865,300
|
|
|
$
|
47.09
|
|
f.
|
2015 Employee Stock Purchase Plan
|
g.
|
Stock-based compensation expense for employees and consultants:
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
(in thousands)
|
||||||
|
|
|
|
||||
Cost of revenues
|
$
|
558
|
|
|
$
|
362
|
|
Research and development
|
2,678
|
|
|
2,105
|
|
||
Sales and marketing
|
3,443
|
|
|
3,101
|
|
||
General and administrative
|
2,282
|
|
|
1,359
|
|
||
|
|
|
|
||||
Total
|
$
|
8,961
|
|
|
$
|
6,927
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Revenues based on customer’s location:
|
|
|
|
|
|
||
North America
|
$
|
37,849
|
|
|
$
|
31,620
|
|
EMEA (*)
|
16,400
|
|
|
20,347
|
|
||
Rest of World
|
2,111
|
|
|
1,561
|
|
||
|
|
|
|
||||
Total revenues
|
$
|
56,360
|
|
|
$
|
53,528
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
|
(in thousands)
|
||||||
Long-lived assets by geographic region:
|
|
|
|
|
|
||
United States
|
$
|
11,394
|
|
|
$
|
7,612
|
|
Israel
|
7,682
|
|
|
7,834
|
|
||
France
|
1,205
|
|
|
1,243
|
|
||
Other
|
784
|
|
|
634
|
|
||
|
|
|
|
||||
|
$
|
21,065
|
|
|
$
|
17,323
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(as a percentage of total revenues)
|
||||
Revenues:
|
|
|
|
|
|
Perpetual licenses
|
27.5
|
%
|
|
45.0
|
%
|
Subscriptions
|
12.5
|
|
|
2.0
|
|
Maintenance and services
|
60.0
|
|
|
53.0
|
|
Total revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(as a percentage of total perpetual licenses and subscriptions revenues)
|
||||
Perpetual Licenses and Subscriptions Revenues:
|
|
|
|
|
|
Perpetual licenses
|
68.9
|
%
|
|
95.7
|
%
|
Subscriptions
|
31.1
|
%
|
|
4.3
|
%
|
Total perpetual licenses and subscriptions revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
(in thousands)
|
||||||
Statement of Operations Data:
|
|
|
|
|
|
||
Revenues:
|
|
|
|
|
|
||
Perpetual licenses
|
$
|
15,521
|
|
|
$
|
24,086
|
|
Subscriptions
|
7,005
|
|
|
1,071
|
|
||
Maintenance and services
|
33,834
|
|
|
28,371
|
|
||
Total revenues
|
56,360
|
|
|
53,528
|
|
||
Cost of revenues
|
8,326
|
|
|
6,442
|
|
||
Gross profit
|
48,034
|
|
|
47,086
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
||
Research and development
|
18,768
|
|
|
15,542
|
|
||
Sales and marketing
|
41,996
|
|
|
39,972
|
|
||
General and administrative
|
9,271
|
|
|
7,069
|
|
||
Total operating expenses
|
70,035
|
|
|
62,583
|
|
||
Operating loss
|
(22,001
|
)
|
|
(15,497
|
)
|
||
Financial income (expenses), net
|
(128
|
)
|
|
978
|
|
||
Loss before income taxes
|
(22,129
|
)
|
|
(14,519
|
)
|
||
Income taxes
|
(510
|
)
|
|
(527
|
)
|
||
Net loss
|
$
|
(22,639
|
)
|
|
$
|
(15,046
|
)
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(
as a percentage of total revenues)
|
||||
Statement of Operations Data:
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Perpetual licenses
|
27.5
|
%
|
|
45.0
|
%
|
Subscriptions
|
12.5
|
|
|
2.0
|
|
Maintenance and services
|
60.0
|
|
|
53.0
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
Cost of revenues
|
14.8
|
|
|
12.0
|
|
Gross profit
|
85.2
|
|
|
88.0
|
|
|
|
|
|
||
Operating costs and expenses:
|
|
|
|
|
|
Research and development
|
33.3
|
|
|
29.1
|
|
Sales and marketing
|
74.5
|
|
|
74.7
|
|
General and administrative
|
16.4
|
|
|
13.2
|
|
Total operating expenses
|
124.2
|
|
|
117.0
|
|
|
|
|
|
||
Operating loss
|
(39.0
|
)
|
|
(29.0
|
)
|
Financial income (expenses), net
|
(0.3
|
)
|
|
1.9
|
|
Loss before income taxes
|
(39.3
|
)
|
|
(27.1
|
)
|
Income taxes
|
(0.9
|
)
|
|
(1.0
|
)
|
Net loss
|
(40.2
|
)%
|
|
(28.1
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(unaudited)
(in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
||
Perpetual licenses
|
$
|
15,521
|
|
|
$
|
24,086
|
|
|
(35.6
|
)%
|
Subscriptions
|
7,005
|
|
|
1,071
|
|
|
554.1
|
%
|
||
Maintenance and services
|
33,834
|
|
|
28,371
|
|
|
19.3
|
%
|
||
Total revenues
|
$
|
56,360
|
|
|
$
|
53,528
|
|
|
5.3
|
%
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(as a percentage of total revenues)
|
||||
Revenues:
|
|
|
|
|
|
Perpetual licenses
|
27.5
|
%
|
|
45.0
|
%
|
Subscriptions
|
12.5
|
%
|
|
2.0
|
%
|
Maintenance and services
|
60.0
|
%
|
|
53.0
|
%
|
Total revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(as a percentage of total perpetual licenses and subscriptions revenues)
|
||||
Perpetual Licenses and Subscriptions Revenues:
|
|
|
|
|
|
Perpetual licenses
|
68.9
|
%
|
|
95.7
|
%
|
Subscriptions
|
31.1
|
%
|
|
4.3
|
%
|
Total perpetual licenses and subscriptions revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(unaudited)
(in thousands)
|
|
|
|||||||
Cost of revenues
|
$
|
8,326
|
|
|
$
|
6,442
|
|
|
29.2
|
%
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(as a percentage of total revenues)
|
||||
Total gross margin
|
85.2
|
%
|
|
88.0
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(unaudited)
(in thousands)
|
|
|
|||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||
Research and development
|
$
|
18,768
|
|
|
$
|
15,542
|
|
|
20.8
|
%
|
Sales and marketing
|
41,996
|
|
|
39,972
|
|
|
5.1
|
%
|
||
General and administrative
|
9,271
|
|
|
7,069
|
|
|
31.2
|
%
|
||
Total operating expenses
|
$
|
70,035
|
|
|
$
|
62,583
|
|
|
11.9
|
%
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(as a percentage of total revenues)
|
||||
Operating costs and expenses:
|
|
|
|
|
|
Research and development
|
33.3
|
%
|
|
29.1
|
%
|
Sales and marketing
|
74.5
|
%
|
|
74.7
|
%
|
General and administrative
|
16.4
|
%
|
|
13.2
|
%
|
Total operating expenses
|
124.2
|
%
|
|
117.0
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(unaudited)
(in thousands)
|
|
|
|||||||
Financial income (expenses), net
|
$
|
(128
|
)
|
|
$
|
978
|
|
|
(113.1
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(unaudited)
(in thousands)
|
|
|
|||||||
Income taxes
|
$
|
(510
|
)
|
|
$
|
(527
|
)
|
|
3.2
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
14,055
|
|
|
$
|
17,444
|
|
Net cash provided by (used in) investing activities
|
5,933
|
|
|
(4,422
|
)
|
||
Net cash provided by (used in) financing activities
|
(4,234
|
)
|
|
1,066
|
|
||
Increase in cash, cash equivalents and restricted cash
|
$
|
15,754
|
|
|
$
|
14,088
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
3,114
|
|
|
$
|
9,005
|
|
|
$
|
7,860
|
|
|
$
|
7,863
|
|
|
$
|
7,673
|
|
|
$
|
32,373
|
|
|
$
|
67,888
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
effectively recruit, integrate, train and motivate a large number of new employees, including our sales force and engineers, while retaining existing employees, maintaining the beneficial aspects of our corporate culture and effectively executing our business plan;
|
•
|
satisfy existing customers and attract new customers;
|
•
|
transition from perpetual licenses to a subscription-based business model;
|
•
|
successfully introduce new products and enhancements;
|
•
|
effectively manage existing channel partnerships and expand to new ones;
|
•
|
improve our key business applications and processes to support our business needs;
|
•
|
enhance information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing customer base;
|
•
|
enhance our internal controls to ensure timely and accurate reporting of all of our operations and financial results;
|
•
|
protect and further develop our strategic assets, including our intellectual property rights; and
|
•
|
make sound business decisions in light of the scrutiny associated with operating as a public company.
|
•
|
failure to accurately predict market demand in terms of product functionality and to supply products that meet this demand in a timely fashion;
|
•
|
inability to interoperate effectively with the database technologies and file systems of prospective customers;
|
•
|
defects, errors or failures;
|
•
|
negative publicity or customer complaints about performance or effectiveness; and
|
•
|
poor business conditions, causing customers to delay IT purchases.
|
•
|
our revenues and cash flows may fluctuate more than anticipated over the short-term as a result of this strategy;
|
•
|
if new or current customers desire only perpetual licenses our subscription sales may lag behind our expectations;
|
•
|
the shift to a subscription strategy may raise concerns among our customer base, including concerns regarding changes to pricing over time and access to data once a subscription has expired;
|
•
|
we may be unsuccessful in maintaining or implementing our target pricing or new pricing models, product adoption and projected renewal rates, or we may select a target price or new pricing model that is not optimal and could negatively affect our sales or earnings;
|
•
|
our shift to a subscription licensing model may result in confusion among new or existing customers (which can slow adoption rates), resellers and investors;
|
•
|
our relationships with existing partners that resell perpetual license products may be damaged;
|
•
|
we may incur sales compensation costs at a higher than forecasted rate if the pace of our subscription transition is faster than anticipated; and
|
•
|
our sales force may struggle with the transition which may lead to increased turnover rates and lower headcount.
|
•
|
maintain and expand our business, including our customer base and operations, to support our growth, both domestically and internationally;
|
•
|
hire, integrate, train and retain skilled talent, including members of our sales force and engineers;
|
•
|
develop new products and services and bring products and services in beta to market;
|
•
|
manage the transition to a subscription-based business model successfully;
|
•
|
renew maintenance and support agreements with, and sell additional products to, existing customers;
|
•
|
maintain high customer satisfaction and ensure quality and timely releases of our products and product enhancements;
|
•
|
increase market awareness of our products and enhance our brand; and
|
•
|
maintain compliance with applicable governmental regulations and other legal obligations, including those related to intellectual property, international sales and taxation.
|
•
|
sales and customer service challenges associated with operating in different countries;
|
•
|
increased management travel, infrastructure and legal compliance costs associated with having multiple international operations;
|
•
|
difficulties in receiving payments from different geographies, including difficulties associated with currency fluctuations, payment cycles, transfer of funds or collecting accounts receivable, especially in emerging markets;
|
•
|
variations in economic or political conditions between each country or region;
|
•
|
economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions;
|
•
|
uncertainty around a potential reverse or renegotiation of international trade agreements and partnerships under the administration of U.S. President Donald J. Trump;
|
•
|
the continued economic and legal uncertainty around how Brexit, will impact the United Kingdom’s access to the EU Single Market, the related regulatory environment, the global economy and the resulting impact on our business;
|
•
|
compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;
|
•
|
compliance with laws and regulations for foreign operations, including the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, the U.K. Bribery Act of 2010, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our software in certain foreign markets, and the risks and costs of non-compliance;
|
•
|
heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;
|
•
|
reduced protection for intellectual property rights in certain countries and practical difficulties and costs of enforcing rights abroad; and
|
•
|
compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes.
|
•
|
our ability to continue to offer high-quality, innovative and error- and bug-free products;
|
•
|
our ability to maintain customer satisfaction with our products;
|
•
|
our ability to be responsive to customer concerns and provide high quality customer support, training and professional services;
|
•
|
our marketing efforts;
|
•
|
any misuse or perceived misuse of our products;
|
•
|
positive or negative publicity;
|
•
|
interruptions, delays or attacks on our website; and
|
•
|
litigation or regulatory-related developments.
|
•
|
changes in public sector fiscal or contracting policies;
|
•
|
decreases in available public sector funding;
|
•
|
changes in public sector programs or applicable requirements;
|
•
|
the adoption of new laws or regulations or changes to existing laws or regulations;
|
•
|
potential delays or changes in the public sector appropriations or other funding authorization processes;
|
•
|
the requirement of contractual terms that are unfavorable to us, such as most-favored-nation pricing provisions; and
|
•
|
delays in the payment of our invoices by public sector payment offices.
|
•
|
an acquisition may negatively affect our results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, including potential write-downs of deferred revenues, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
|
•
|
we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
|
•
|
an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
|
•
|
an acquisition may result in a delay or reduction of customer purchases for both us and the company we acquired due to customer uncertainty about continuity and effectiveness of service from either company;
|
•
|
we may encounter difficulties in, or may be unable to, successfully sell any acquired products;
|
•
|
an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
|
•
|
challenges inherent in effectively managing an increased number of employees in diverse locations;
|
•
|
the potential strain on our financial and managerial controls and reporting systems and procedures;
|
•
|
potential known and unknown liabilities or deficiencies associated with an acquired company that were not identified in advance;
|
•
|
our use of cash to pay for acquisitions would limit other potential uses for our cash and affect our liquidity;
|
•
|
if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants;
|
•
|
the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions;
|
•
|
to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease; and
|
•
|
managing the varying intellectual property protection strategies and other activities of an acquired company.
|
•
|
actual or anticipated fluctuations in our results or those of our competitors;
|
•
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
ratings changes by any securities analysts who follow our company;
|
•
|
announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
|
•
|
price and volume fluctuations in in certain categories of companies or the overall stock market, including as a result of trends in the global economy;
|
•
|
changes in accounting principles;
|
•
|
sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;
|
•
|
additions or departures of any of our key personnel;
|
•
|
lawsuits threatened or filed against us;
|
•
|
short sales, hedging and other derivative transactions involving our capital stock;
|
•
|
general economic conditions in the United States and abroad;
|
•
|
changing legal or regulatory developments in the United States and other countries; and
|
•
|
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
|
•
|
authorizing “blank check” preferred stock, which could be issued by the board without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock, which would increase the number of outstanding shares and could thwart a takeover attempt;
|
•
|
a classified board of directors whose members can only be dismissed for cause;
|
•
|
the prohibition on actions by written consent of our stockholders;
|
•
|
the limitation on who may call a special meeting of stockholders;
|
•
|
the establishment of advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder meetings; and
|
•
|
the requirement of at least 75% of the outstanding capital stock to amend any of the foregoing second through fifth provisions.
|
Item 6.
|
Exhibits
|
Exhibit
Number |
Description of the Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations, (iii) the Unaudited Consolidated Statements of Comprehensive Loss, (iv) the Unaudited Consolidated Statements of Cash Flows and (v) related notes to these consolidated financial statements, tagged as blocks of text and in detail
|
(*)
|
Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.
|
(1)
|
Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014 (File No. 001-35324) (the “Company’s First Quarter 2014 Form 10-Q”) and incorporated herein by reference.
|
(2)
|
Filed as Exhibit 3.2 to the Company’s First Quarter 2014 Form 10-Q and incorporated herein by reference.
|
|
VARONIS SYSTEMS, INC.
|
|
|
|
|
|
|
April 30, 2019
|
By:
|
/s/ Yakov Faitelson
|
|
|
|
Yakov Faitelson
|
|
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
|
|
|
April 30, 2019
|
By:
|
/s/ Guy Melamed
|
|
|
|
Guy Melamed
|
|
|
|
Chief Financial Officer and Chief Operating Officer
(Principal Financial and Accounting Officer)
|
Exhibit
Number
|
Description of the Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations, (iii) the Unaudited Consolidated Statements of Comprehensive Loss, (iv) the Unaudited Consolidated Statements of Cash Flows and (v) related notes to these consolidated financial statements, tagged as blocks of text and in detail
|
(*)
|
Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.
|
(1)
|
Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014 (File No. 001-35324) (the “Company’s First Quarter 2014 Form 10-Q”) and incorporated herein by reference.
|
(2)
|
Filed as Exhibit 3.2 to the Company’s First Quarter 2014 Form 10-Q and incorporated herein by reference.
|
1 Year Varonis Systems Chart |
1 Month Varonis Systems Chart |
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