COVER
COVER - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Mar. 15, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2022 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34807 | ||
Entity Registrant Name | Verint Systems Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-3200514 | ||
Entity Address, Address Line One | 175 Broadhollow Road | ||
Entity Address, City or Town | Melville, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11747 | ||
City Area Code | (631) | ||
Local Phone Number | 962-9600 | ||
Title of 12(b) Security | Common Stock, $.001 par value per share | ||
Trading Symbol | VRNT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,712,248 | ||
Entity Common Stock, Shares Outstanding | 64,710,802 | ||
Documents Incorporated by Reference | The information required by Part III of this report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2022, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001166388 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jan. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Location | New York, New York |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 358,805 | $ 585,273 |
Restricted cash and cash equivalents, and restricted bank time deposits | 6 | 15 |
Short-term investments | 765 | 46,300 |
Accounts receivable, net of allowance for credit losses of $1.3 million and $1.6 million, respectively | 193,831 | 206,157 |
Contract assets, net | 42,688 | 36,716 |
Inventories | 5,337 | 5,541 |
Prepaid expenses and other current assets | 53,746 | 42,814 |
Current assets of discontinued operations | 0 | 354,926 |
Total current assets | 655,178 | 1,277,742 |
Property and equipment, net | 64,090 | 69,090 |
Operating lease right-of-use assets | 35,433 | 57,849 |
Goodwill | 1,353,421 | 1,327,407 |
Intangible assets, net | 118,254 | 143,744 |
Long-term deferred income taxes | 8,091 | 7,287 |
Other assets | 126,638 | 97,224 |
Long-term assets of discontinued operations | 0 | 280,952 |
Total assets | 2,361,105 | 3,261,295 |
Current Liabilities: | ||
Accounts payable | 39,501 | 35,463 |
Accrued expenses and other current liabilities | 168,694 | 211,517 |
Current maturities of long-term debt | 0 | 386,713 |
Contract liabilities | 271,271 | 261,033 |
Current liabilities of discontinued operations | 0 | 268,713 |
Total current liabilities | 479,466 | 1,163,439 |
Long-term debt | 406,954 | 402,781 |
Long-term contract liabilities | 15,872 | 16,502 |
Operating lease liabilities | 28,457 | 56,712 |
Long-term deferred income taxes | 17,460 | 32,991 |
Other liabilities | 21,996 | 42,719 |
Long-term liabilities of discontinued operations | 0 | 58,118 |
Total liabilities | 970,205 | 1,773,262 |
Commitments and Contingencies | ||
Temporary Equity: | ||
Equity component of currently redeemable convertible notes | 0 | 4,841 |
Total temporary equity | 436,321 | 205,469 |
Stockholders' Equity: | ||
Common stock — $0.001 par value; authorized 120,000,000 shares. Issued 66,211,000 and 70,177,000; outstanding 66,211,000 and 65,773,000 shares at January 31, 2022 and 2021, respectively. | 66 | 70 |
Additional paid-in capital | 1,125,152 | 1,726,166 |
Treasury stock, at cost — No shares and 4,404,000 shares at January 31, 2022 and 2021, respectively. | 0 | (208,124) |
Accumulated deficit | (54,509) | (113,797) |
Accumulated other comprehensive loss | (118,515) | (136,878) |
Total Verint Systems Inc. stockholders' equity | 952,194 | 1,267,437 |
Noncontrolling interests | 2,385 | 15,127 |
Total stockholders' equity | 954,579 | 1,282,564 |
Total liabilities, temporary equity, and stockholders' equity | 2,361,105 | 3,261,295 |
Series A Preferred Stock | ||
Temporary Equity: | ||
Preferred Stock — $0.001 par value; authorized 2,207,000 shares | 200,628 | 200,628 |
Series B Preferred Stock | ||
Temporary Equity: | ||
Preferred Stock — $0.001 par value; authorized 2,207,000 shares | $ 235,693 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Allowance for credit losses | $ 1,300 | $ 1,600 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 2,207,000 | 2,207,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, issued (in shares) | 66,211,000 | 70,177,000 |
Common stock, outstanding (in shares) | 66,211,000 | 65,773,000 |
Treasury stock, at cost (in shares) | 0 | 4,404,000 |
Series A Preferred Stock | ||
Preferred stock, issued (in shares) | 200,000 | 200,000 |
Preferred stock, outstanding (in shares) | 200,000 | 200,000 |
Preferred stock, liquidation preference value | $ 206,067 | $ 206,067 |
Preferred stock, redemption value | $ 206,067 | $ 206,067 |
Series B Preferred Stock | ||
Preferred stock, issued (in shares) | 200,000 | 0 |
Preferred stock, outstanding (in shares) | 200,000 | 0 |
Preferred stock, liquidation preference value | $ 206,067 | |
Preferred stock, redemption value | $ 206,067 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Revenue: | |||
Revenue | $ 874,509 | $ 830,247 | $ 846,525 |
Cost of revenue: | |||
Amortization of acquired technology | 17,777 | 17,962 | 21,579 |
Total cost of revenue | 298,572 | 287,551 | 304,163 |
Gross profit | 575,937 | 542,696 | 542,362 |
Operating expenses: | |||
Research and development, net | 123,291 | 128,152 | 134,236 |
Selling, general and administrative | 376,808 | 327,345 | 379,234 |
Amortization of other acquired intangible assets | 28,995 | 29,777 | 30,865 |
Total operating expenses | 529,094 | 485,274 | 544,335 |
Operating income (loss) | 46,843 | 57,422 | (1,973) |
Other income (expense), net: | |||
Interest income | 233 | 1,461 | 2,111 |
Interest expense | (10,325) | (39,803) | (40,314) |
Losses on early retirements of debt | (2,474) | (143) | 0 |
Other income (expense), net | 5,227 | (60,601) | 609 |
Total other expense, net | (7,339) | (99,086) | (37,594) |
Income (loss) from continuing operations before provision for income taxes | 39,504 | (41,664) | (39,567) |
Provision for income taxes | 23,853 | 6,937 | 6,943 |
Net income (loss) from continuing operations | 15,651 | (48,601) | (46,510) |
Net income from discontinued operations | 0 | 48,494 | 82,193 |
Net income (loss) | 15,651 | (107) | 35,683 |
Net income (loss) attributable to Verint Systems Inc. | 14,413 | (7,267) | 28,684 |
Dividends on preferred stock | (18,922) | (7,656) | 0 |
Net (loss) income attributable to Verint Systems Inc. common shares | (4,509) | (14,923) | 28,684 |
Net (loss) income attributable to Verint Systems Inc. common shares: | |||
Net loss from continuing operations attributable to Verint Systems Inc. common shares | (4,509) | (57,310) | (47,089) |
Net income from discontinued operations attributable to Verint Systems Inc. common shares | $ 0 | $ 42,387 | $ 75,773 |
Basic net (loss) income per common share attributable to Verint Systems Inc.: | |||
Continuing operations (in dollars per share) | $ (0.07) | $ (0.88) | $ (0.71) |
Discontinued operations (in dollars per share) | 0 | 0.65 | 1.14 |
Total basic net (loss) income per common share attributable to Verint Systems Inc. (in dollars per share) | (0.07) | (0.23) | 0.43 |
Diluted net (loss) income per common share attributable to Verint Systems Inc.: | |||
Continuing operations (in dollars per share) | (0.07) | (0.88) | (0.71) |
Discontinued operations (in dollars per share) | 0 | 0.65 | 1.14 |
Total diluted net (loss) income per common share attributable to Verint Systems Inc. (in dollars per share) | $ (0.07) | $ (0.23) | $ 0.43 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 65,591 | 65,173 | 66,129 |
Diluted (in shares) | 65,591 | 65,173 | 66,129 |
Continuing Operations | |||
Other income (expense), net: | |||
Net income attributable to noncontrolling interests | $ 1,238 | $ 1,053 | $ 579 |
Discontinued Operations | |||
Other income (expense), net: | |||
Net income attributable to noncontrolling interests | 0 | 6,107 | 6,420 |
Recurring | |||
Revenue: | |||
Revenue | 633,129 | 575,624 | 534,378 |
Cost of revenue: | |||
Cost of revenue | 156,569 | 139,044 | 132,789 |
Nonrecurring | |||
Revenue: | |||
Revenue | 241,380 | 254,623 | 312,147 |
Cost of revenue: | |||
Cost of revenue | $ 124,226 | $ 130,545 | $ 149,795 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 15,651 | $ (107) | $ 35,683 |
Other comprehensive income (loss), net of reclassification adjustments: | |||
Foreign currency translation adjustments | (11,668) | 17,794 | (772) |
Distribution of Cognyte Software Ltd. | 17,123 | 0 | 0 |
Net (decrease) increase from foreign exchange contracts designated as hedges | (147) | 37 | 1,786 |
Net increase (decrease) from interest rate swap designated as a hedge | 1,014 | (3,168) | (9,473) |
Net increase from settlement of interest rate swap due to partial early retirement of 2017 Term Loan | 12,017 | 0 | 0 |
Benefit from income taxes on net increase from foreign exchange contracts and interest rate swap designated as hedges | 24 | 636 | 1,809 |
Other comprehensive income (loss) | 18,363 | 15,299 | (6,650) |
Comprehensive income | 34,014 | 15,192 | 29,033 |
Comprehensive income attributable to noncontrolling interests | 1,238 | 7,472 | 6,989 |
Comprehensive income attributable to Verint Systems Inc. | $ 32,776 | $ 7,720 | $ 22,044 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total Verint Systems Inc. Stockholders’ Equity | Total Verint Systems Inc. Stockholders’ EquityCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Non-controlling Interests |
Balances (in shares) at Jan. 31, 2019 | 65,333,000 | |||||||||||
Balances at Jan. 31, 2019 | $ 1,260,804 | $ 1,249,236 | $ 67 | $ 1,586,266 | $ (57,598) | $ (134,274) | $ (145,225) | $ 11,568 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) | 35,683 | 28,684 | 28,684 | 6,999 | ||||||||
Other comprehensive (loss) income | (6,650) | (6,640) | (6,640) | (10) | ||||||||
Stock-based compensation — equity-classified awards | 65,080 | 65,080 | 65,080 | |||||||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,531,000 | |||||||||||
Common stock issued for stock awards and stock bonuses | 9,544 | 9,544 | $ 1 | 9,543 | ||||||||
Treasury stock acquired (in shares) | (2,126,000) | |||||||||||
Treasury stock acquired | (116,536) | (116,536) | (116,536) | |||||||||
Dividends or distribution to noncontrolling interests | $ (5,488) | (5,488) | ||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 [Member] | |||||||||||
Balances (in shares) at Jan. 31, 2020 | 64,738,000 | |||||||||||
Balances at Jan. 31, 2020 | $ 1,242,437 | $ (940) | 1,229,368 | $ (940) | $ 68 | 1,660,889 | (174,134) | (105,590) | $ (940) | (151,865) | 13,069 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) | (107) | (7,267) | (7,267) | 7,160 | ||||||||
Other comprehensive (loss) income | 15,299 | 14,987 | 14,987 | 312 | ||||||||
Stock-based compensation — equity-classified awards | 63,005 | 63,005 | 63,005 | |||||||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,646,000 | |||||||||||
Common stock issued for stock awards and stock bonuses | 14,110 | 14,110 | $ 2 | 14,108 | ||||||||
Exercises of stock options (in shares) | 2,000 | |||||||||||
Exercises of stock options | $ 12 | 12 | 12 | |||||||||
Treasury stock acquired (in shares) | (613,000) | (613,000) | ||||||||||
Treasury stock acquired | $ (33,990) | (33,990) | (33,990) | |||||||||
Dividends or distribution to noncontrolling interests | (5,414) | (5,414) | ||||||||||
Preferred stock dividends | (6,789) | (6,789) | (6,789) | |||||||||
Reacquisition of equity component from convertible notes repurchases, net of taxes | (218) | (218) | (218) | |||||||||
Temporary equity reclassification | $ (4,841) | (4,841) | (4,841) | |||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||||||||
Balances (in shares) at Jan. 31, 2021 | 65,773,000 | |||||||||||
Balances at Jan. 31, 2021 | $ 1,282,564 | $ 1,430 | 1,267,437 | $ 1,430 | $ 70 | 1,726,166 | $ (43,445) | (208,124) | (113,797) | $ 44,875 | (136,878) | 15,127 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) | 15,651 | 14,413 | 14,413 | 1,238 | ||||||||
Other comprehensive (loss) income | 18,363 | 18,363 | ||||||||||
Stock-based compensation — equity-classified awards | 58,679 | 58,679 | 58,679 | |||||||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,800,000 | |||||||||||
Common stock issued for stock awards and stock bonuses | 0 | $ 2 | (2) | |||||||||
Treasury stock acquired (in shares) | (555,000) | |||||||||||
Treasury stock acquired | (26,375) | (26,375) | (26,375) | |||||||||
Dividends or distribution to noncontrolling interests | (1,110) | (1,110) | ||||||||||
Preferred stock dividends | (18,056) | (18,056) | (18,056) | |||||||||
Other comprehensive income, excluding the distribution of Cognyte Software Ltd. | 1,240 | 1,240 | 1,240 | |||||||||
Distribution of Cognyte Software Ltd. | $ (277,412) | (264,542) | (281,665) | 17,123 | (12,870) | |||||||
Common stock repurchased and retired (in shares) | (5,000,786) | (1,058,000) | ||||||||||
Common stock repurchased and retired | $ (49,581) | (49,581) | $ (1) | (49,580) | ||||||||
Settlement of conversion premium upon maturity of 2014 Notes (in shares) | 1,250,000 | |||||||||||
Settlement of conversion premium upon maturity of 2014 Notes | (8) | (8) | (59,139) | 59,131 | ||||||||
Common stock received from exercise of Note Hedges (in shares) | (1,250,000) | |||||||||||
Common stock received from exercise of Note Hedges | 3 | 3 | 57,695 | (57,692) | ||||||||
Common stock received from exercise of Note Hedges related to repurchased 2014 Notes (in shares) | (42,000) | |||||||||||
Common stock received from exercise of Note Hedges related to repurchased 2014 Notes | 0 | 1,959 | (1,959) | |||||||||
Common stock issued upon settlement of Warrants (in shares) | 293,000 | |||||||||||
Common stock issued upon settlement of Warrants | (5) | (5) | (25) | 20 | ||||||||
Purchases of capped calls, net of taxes | (32,441) | (32,441) | (32,441) | |||||||||
Treasury stock retired | 0 | $ (5) | (234,994) | 234,999 | ||||||||
Balances (in shares) at Jan. 31, 2022 | 66,211,000 | |||||||||||
Balances at Jan. 31, 2022 | $ 954,579 | $ 952,194 | $ 66 | $ 1,125,152 | $ 0 | $ (54,509) | $ (118,515) | $ 2,385 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 15,651 | $ (107) | $ 35,683 |
(Income) from discontinued operations, net of income taxes | 0 | (48,494) | (82,193) |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 75,449 | 85,380 | 80,847 |
Provision for credit losses | 1,396 | 1,959 | 1,211 |
Stock-based compensation, excluding cash-settled awards | 65,246 | 45,208 | 64,802 |
Change in fair value of future tranche right | (15,810) | 56,146 | 0 |
Amortization of discount on convertible notes | 0 | 12,883 | 12,490 |
Benefit from deferred income taxes | (11,323) | (1,398) | (4,284) |
Non-cash losses (gains) on derivative financial instruments, net | 14,374 | 1,267 | (204) |
Losses on early retirements of debt | 2,474 | 143 | 0 |
Other non-cash items, net | 7,416 | (1,804) | 8,307 |
Changes in operating assets and liabilities, net of effects of business combinations and divestitures: | |||
Accounts receivable | 11,712 | (3,896) | 16,284 |
Contract assets | (6,391) | (63) | (19,128) |
Inventories | (713) | 599 | (502) |
Prepaid expenses and other assets | (33,107) | (28,166) | 2,356 |
Accounts payable and accrued expenses | (1,772) | 33,380 | (17,197) |
Contract liabilities | 7,820 | 5,438 | 18,042 |
Other liabilities | (2,321) | 534 | 6,754 |
Other, net | 4,553 | 644 | 3,730 |
Net cash provided by operating activities — continuing operations | 134,654 | 159,653 | 126,998 |
Net cash (used in) provided by operating activities — discontinued operations | (9,055) | 94,193 | 110,906 |
Net cash provided by operating activities | 125,599 | 253,846 | 237,904 |
Cash flows from investing activities: | |||
Cash paid for business combinations, including adjustments, net of cash acquired | (57,024) | 0 | (55,403) |
Purchases of property and equipment | (16,962) | (14,035) | (21,339) |
Purchases of investments | (751) | (102,531) | (18,308) |
Maturities and sales of investments | 46,299 | 69,763 | 5,797 |
Settlements of derivative financial instruments not designated as hedges | (69) | (54) | 2,881 |
Cash paid for capitalized software development costs | (7,560) | (7,312) | (9,583) |
Change in restricted bank time deposits, including long-term portion | 107 | 154 | (56) |
Other investing activities | 60 | 0 | (250) |
Net cash used in investing activities — continuing operations | (35,900) | (54,015) | (96,261) |
Net cash provided by (used in) investing activities — discontinued operations | 0 | 16,772 | (29,540) |
Net cash used in investing activities | (35,900) | (37,243) | (125,801) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock and future tranche right, net of issuance costs | 198,731 | 197,254 | 0 |
Proceeds from borrowings | 315,000 | 155,000 | 45,000 |
Repayments of borrowings and other financing obligations | (313,354) | (207,165) | (6,478) |
Payments to repurchase convertible notes | 0 | (13,032) | 0 |
Settlement of 2014 Notes | (386,887) | 0 | 0 |
Purchases of capped calls | (41,060) | 0 | 0 |
Payments of equity issuance, debt issuance, and other debt-related costs | (10,708) | (2,287) | (212) |
Distributions paid to noncontrolling interest | (1,110) | (5,414) | (5,488) |
Purchases of treasury stock and common stock for retirement | (75,955) | (36,836) | (113,690) |
Preferred stock dividend payments | (12,856) | (1,589) | 0 |
Payment for termination of interest rate swap | (16,502) | 0 | 0 |
Net cash transferred to Cognyte Software Ltd. | (114,657) | 0 | 0 |
Dividend and other settlements received from Cognyte Software Ltd. | 38,280 | 0 | 0 |
Payments of deferred purchase price and contingent consideration for business combinations (financing portion) and other financing activities | (9,045) | (9,121) | (27,035) |
Net cash (used in) provided by financing activities — continuing operations | (430,123) | 76,810 | (107,903) |
Net cash used in financing activities — discontinued operations | 0 | (4,877) | (3,419) |
Net cash (used in) provided by financing activities | (430,123) | 71,933 | (111,322) |
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents | (841) | (60) | (1,823) |
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents | (341,265) | 288,476 | (1,042) |
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year | 700,133 | 411,657 | 412,699 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year | 358,868 | 700,133 | 411,657 |
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of year to the consolidated balance sheets: | |||
Cash and cash equivalents | 358,805 | 663,843 | 379,146 |
Restricted cash and cash equivalents included in restricted cash and cash equivalents, and restricted bank time deposits | 6 | 25,910 | 24,513 |
Restricted cash and cash equivalents included in other assets | 57 | 10,380 | 7,998 |
Total cash, cash equivalents, restricted cash, and restricted cash equivalents | $ 358,868 | $ 700,133 | $ 411,657 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Unless the context otherwise requires, the terms “Verint”, “we”, “us”, and “our” in these notes to consolidated financial statements refer to Verint Systems Inc. and its consolidated subsidiaries. Verint helps brands provide Boundless Customer Engagement™. For more than two decades, the world’s most iconic brands – including more than 85 of the Fortune 100 companies – have trusted Verint to provide the technology and domain expertise they require to effectively build enduring customer relationships. Through the Verint Customer Engagement Cloud Platform, we offer our customers and partners solutions that are based on artificial intelligence (“AI”) and are developed specifically for customer engagement. These solutions automate workflows across enterprise silos to optimize the workforce expense and at the same time drive an elevated consumer experience. These solutions are used by approximately 10,000 organizations in over 175 countries across a diverse set of verticals, including financial services, healthcare, utilities, technology, and government. Our customers include large enterprises with thousands of employees, as well as small to medium sized business (“SMB”) organizations. Verint is headquartered in Melville, New York, and has more than 30 offices worldwide. We have approximately 4,400 passionate professionals around the globe exclusively focused on helping brands provide Boundless Customer Engagement™. Recent Developments Spin-Off of Cognyte Software Ltd. On February 1, 2021, we completed the previously announced spin-off (“the Spin-Off”) of Cognyte Software Ltd. (“Cognyte”), a company limited by shares incorporated by laws of the State of Israel whose business and operations consist of our former Cyber Intelligence Solutions business (the “Cognyte Business”). The Spin-Off of Cognyte was completed by way of a pro rata distribution in which holders of Verint’s common stock, par value $0.001 per share, received one ordinary share of Cognyte, no par value, for every share of common stock of Verint held of record as of the close of business on January 25, 2021. After the distribution, we do not beneficially own any ordinary shares of Cognyte and no longer consolidate Cognyte into our financial results for periods ending after January 31, 2021. The Spin-Off was intended to be generally tax-free to our stockholders for U.S. federal income tax purposes. The financial results of Cognyte for the years ended January 31, 2021 and 2020 are presented as income from discontinued operations, net of taxes on the consolidated statements of operations and its assets and liabilities as of January 31, 2021 are presented as assets and liabilities of discontinued operations on the consolidated balance sheets. The historical consolidated statement of cash flows has also been revised to reflect the effect of the Spin-Off. The historical statements of comprehensive income (loss) and the balances related to stockholders’ equity have not been revised to reflect the effect of the Spin-Off. For further information on discontinued operations, see Note 2, “Discontinued Operations”. Unless noted otherwise, discussion in the notes to the consolidated financial statements pertain to continuing operations. Apax Convertible Preferred Stock Investment On December 4, 2019, we announced that an affiliate (the “Apax Investor”) of Apax Partners (“Apax”) would make an investment in us in an amount of up to $400.0 million. Under the terms of the Investment Agreement, dated as of December 4, 2019 (the “Investment Agreement”), the Apax Investor purchased $200.0 million of our Series A convertible preferred stock (“Series A Preferred Stock”) in an issuance that closed on May 7, 2020. In connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of Series B convertible preferred stock (“Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”) in an issuance that closed on April 6, 2021. As of January 31, 2022, Apax’s ownership in us on an as-converted basis was approximately 12.9%. Please refer to Note 10, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment. Impact of COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The pandemic has caused significant economic disruption and uncertainty, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements. Our customers, partners, and vendors have also implemented actions in response to the pandemic, including among others, office closings, site restrictions, and employee travel restrictions. In response to these challenges, we established remote working arrangements for our employees, limited non-essential business travel, and canceled or shifted our customer, employee, and industry events to a virtual-only format. As the pandemic has evolved, we have adapted our pandemic response on a localized basis based on the prevailing conditions in each country in which we and our customers, partners, or vendors operate. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our consolidated balance sheet, but separately from our stockholders’ equity. On January 31, 2022, we exercised the option to acquire the noncontrolling interests in two majority owned subsidiaries. Prior to the exercise, we accounted for the option as an in-substance investment in the noncontrolling common stock of each such subsidiary. We included the fair value of the option within accrued expenses and other current liabilities and did not recognize noncontrolling interests in these subsidiaries. Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. In light of the currently unknown extent and duration of the COVID-19 pandemic, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply to certain of our significant accounting policies. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of January 31, 2022 and through the date of this report. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Reclassifications Following the Spin-Off, we began to operate as a pure-play customer engagement company and determined that presenting our revenue and cost of revenue as recurring and nonrecurring would be a more meaningful representation of the nature of our offerings, provide greater transparency and clarity to users of the financial statements, and is more consistent with industry practice and internal reporting. Accordingly, prior period amounts have been reclassified to conform to the current period presentation in our consolidated financial statements and the accompanying notes. For a description of the types of revenue included in each category, see Note 3, “Revenue Recognition”. Restricted Cash and Cash Equivalents, and Restricted Bank Time Deposits Restricted cash and cash equivalents, and restricted bank time deposits are pledged as collateral or otherwise restricted as to use for vendor payables, general liability insurance, workers’ compensation insurance, warranty programs, and other obligations. Investments Our investments generally consist of bank time deposits, and marketable debt securities of corporations, the U.S. government, and agencies of the U.S. government, all with remaining maturities in excess of 90 days at the time of purchase. We held no marketable debt securities at January 31, 2022 and 2021. Investments with maturities in excess of one year are included in other assets. Accounts Receivable, Net Trade accounts receivable are comprised of invoiced amounts due from customers for which we have an unconditional right to collect and are not interest-bearing. Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, bank time deposits, short-term investments, trade accounts receivable, and contract assets. We invest our cash in bank accounts, certificates of deposit, and money market accounts with major financial institutions, in U.S. government and agency obligations, and in debt securities of corporations. By policy, we seek to limit credit exposure on investments through diversification and by restricting our investments to highly rated securities. We grant credit terms to our customers in the ordinary course of business. Concentrations of credit risk with respect to trade accounts receivable and contract assets are generally limited due to the large number of customers comprising our customer base and their dispersion across different industries and geographic areas. There was one customer, an authorized global reseller of our solutions, that accounted for approximately 14% of our aggregated accounts receivable and contract assets at January 31, 2022 and 2021, and approximately 10% of our total revenue for the year ended January 31, 2021, but did not represent 10% or greater of our total revenue for the years ended January 31, 2022 or 2020. Credit losses relating to this reseller have historically been immaterial. No end-customer represented more than 10% of our revenue during the years ended January 31, 2022, 2021, and 2020. Allowance for Credit Losses We adopted Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments on February 1, 2020 . ASU No. 2016-13 requires us to make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables over the lifetime of the receivables. Our allowance for expected credit losses is estimated based on an analysis of the aging of our accounts receivable and contract assets, historical write-offs, customer payment patterns, individual customer creditworthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. We write-off an account receivable and charge it against its recorded allowance at the point when it is considered uncollectible. We assess the adequacy of the allowance for credit losses on a quarterly basis. The following table summarizes the activity in our allowance for credit losses for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Allowance for credit losses, beginning of year $ 1,609 $ 1,239 $ 866 Cumulative effect of adoption of ASU No. 2016-13 — 577 — Provisions charged to expense 1,242 1,899 1,211 Amounts written off (1,666) (1,931) (1,024) Other, including fluctuations in foreign exchange rates 75 (175) 186 Allowance for credit losses, end of year $ 1,260 $ 1,609 $ 1,239 Our estimated expected credit losses associated with contract assets were not material as historical write-offs have been insignificant. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average method of inventory accounting. The valuation of our inventories requires us to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for our products. Although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of our inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method based over the estimated useful lives of the assets. The vast majority of equipment, furniture and other is depreciated over periods ranging from three years to seven years. Software is typically depreciated over periods ranging from three years to four years. Buildings are depreciated over periods ranging from ten years to twenty-five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Finance leased assets are amortized over the related lease term. The cost of maintenance and repairs of property and equipment is charged to operations as incurred. When assets are retired or disposed of, the cost and accumulated depreciation or amortization thereon are removed from the consolidated balance sheet and any resulting gain or loss is recognized in the consolidated statement of operations. Business Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. Prior to the Spin-Off, we conducted our business through two operating segments, which were also our two reportable segments—Customer Engagement and Cyber Intelligence. Upon completion of the Spin-Off, we are a pure-play customer engagement company that operates as a single reporting segment as our Chief Executive Officer, who is our CODM, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Goodwill and Other Acquired Intangible Assets For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. Subsequent to the Spin-Off of Cognyte on February 1, 2021, we became a pure-play customer engagement company that operates as a single reporting unit. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we elect to bypass a qualitative assessment, or if our qualitative assessment indicates that goodwill impairment is more likely than not, we perform quantitative impairment testing. If our quantitative testing determines that the carrying value of the reporting unit exceeds its fair value, goodwill impairment is recognized in an amount equal to that excess, limited to the total goodwill allocated to the reporting unit. We utilize some or all of three primary approaches to assess the fair value of a reporting unit: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using valuation multiples of comparable companies, and (c) a transaction-based approach, using valuation multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of our reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the comparable public company and the comparable market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts. The valuation methodology to determine the fair value of the reporting units is sensitive to management's forecasts of future revenue, profitability and market conditions. In addition, the extent to which the COVID-19 pandemic may adversely impact our business depends on future developments, which are uncertain and unpredictable, depending upon the severity and duration of the outbreak, and the effectiveness of actions taken globally to contain or mitigate its effects. Any resulting financial impact cannot be estimated reasonably at this time but may adversely affect our business and financial results. If there were an adverse change in facts and circumstances, then an impairment charge may be necessary in the future. Should the fair value of our reporting unit fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary. We monitor our reporting unit to determine if there is an indicator of potential impairment. Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of 10 years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. The acquired identifiable finite-lived intangible assets are being amortized primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. Fair Value Measurements Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This fair value hierarchy consists of three levels of inputs that may be used to measure fair value: • Level 1: quoted prices in active markets for identical assets or liabilities; • Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: unobservable inputs that are supported by little or no market activity. We review the fair value hierarchy classification of our applicable assets and liabilities at each reporting period. Changes in the observability of valuation inputs may result in transfers within the fair value measurement hierarchy. Please refer to Note 14, “Fair Value Measurements”, for further discussion regarding transfers between levels of the fair value measurement hierarchy. Fair Values of Financial Instruments Our recorded amounts of cash and cash equivalents, restricted cash and cash equivalents, and restricted bank time deposits, accounts receivable, contract assets, investments, and accounts payable approximate fair value, due to the short-term nature of these instruments. We measure certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Derivative Financial Instruments As part of our risk management strategy, when considered appropriate, we use derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. Our intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, we do not enter into speculative positions with derivative instruments. We record all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. The counterparties to our derivative financial instruments consist of several major international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. We do not anticipate any such losses and we do not have a material portfolio of derivative financial instruments. Revenue Recognition We account for revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which was adopted on February 1, 2018, using the modified retrospective transition method. For further discussion of our accounting policies related to revenue see Note 3, “Revenue Recognition.” Cost of Revenue Our cost of revenue includes costs of materials, compensation and benefit costs for operations and service personnel, subcontractor costs, royalties and license fees related to third-party software included in our products, cloud infrastructure costs, depreciation of equipment used in operations and service, amortization of capitalized software development costs and certain purchased intangible assets, and related overhead costs. Costs that relate to satisfied (or partially satisfied) performance obligations in customer contracts (i.e. costs that relate to past performance) are expensed as incurred. Please refer to Note 3, “Revenue Recognition” under the heading “Costs to Obtain and Fulfill Contracts” for further details regarding customer contract costs. Research and Development, net With the exception of certain software development costs, all research and development costs are expensed as incurred, and consist primarily of personnel and consulting costs, travel, depreciation of research and development equipment, and related overhead and other costs associated with research and development activities. We periodically derive benefits from participation in government-sponsored programs in certain jurisdictions, for the support of research and development activities conducted in those locations. Software Development Costs Costs incurred to acquire or develop software to be sold, leased or otherwise marketed are capitalized after technological feasibility is established, and continue to be capitalized through the general release of the related software product. Amortization of capitalized costs begins in the period in which the related product is available for general release to customers and is recorded on a straight-line basis, which approximates the pattern in which the economic benefits of the capitalized costs are expected to be realized, over the estimated economic lives of the related software products, generally five years. Internal-Use Software Development Costs and Cloud Computing Arrangements We expense costs associated with the assessment stage of software development projects. Capitalization begins when the preliminary project stage has been completed and management with the relevant authority authorizes and commits to the funding of the project. These capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related costs for employees who are directly associated with the development of the applications. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance and specified upgrades; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are generally amortized over periods ranging from four years to seven years on a straight-line basis, which best represents the pattern of the software’s use. Capitalized implementation costs related to a service contract will be amortized over the term of the hosting arrangement beginning when the component of the hosting arrangement is ready for its intended use. Periodically, we reassess the useful life considering technology, obsolescence, and other factors. Income Taxes We account for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statement and tax bases of our assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. We are subject to income taxes in the United States and numerous foreign jurisdictions. The calculation of our income tax provision involves the application of complex tax laws and requires significant judgment and estimates. We evaluate the realizability of our deferred tax assets for each jurisdiction in which we operate at each reporting date, and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. We consider all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that our deferred tax assets are not more-likely-than-not realizable, we establish a valuation allowance. We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that we believe is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. Our policy is to include interest (expense and/or income) and penalties related to unrecognized income tax benefits as a component of the provision for income taxes. Functional Currencies and Foreign Currency Transaction Gains and Losses The functional currency for most of our foreign subsidiaries is the applicable local currency, although we have some subsidiaries with functional currencies that differ from their local currency, of which the most notable exception is our subsidiary in Israel, whose functional currency is the U.S. dollar. Transactions denominated in currencies other than a functional currency are converted to the functional currency on the transaction date, and any resulting assets or liabilities are further remeasured at each reporting date and at settlement. Gains and losses recognized upon such remeasurements are included within other income (expense), net in the consolidated statements of operations. We recorded net foreign currency losses of $1.6 million for each of the years ended January 31, 2022 and 2021, and net foreign currency gains of $0.7 million for the year ended January 31, 2020. For consolidated reporting purposes, in those instances where a foreign subsidiary has a functional currency other than the U.S. dollar, revenue and expenses are translated into U.S. dollars using average exchange rates for the reporting period, while assets and liabilities are translated into U.S. dollars using period-end rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Stock-Based Compensation We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the award. We recognize the fair value of the award as compensation expense over the period during which an employee is required to provide service in exchange for the award. For performance stock units for which vesting is in part dependent on total shareholder return, the fair value of the award is estimated on the date of grant using a Monte Carlo Simulation. Expected volatility and expected term are input factors for that model and may require significant management judgment. Expected volatility is estimated utilizing daily historical volatility for Verint common stock price and the constituents of the specific comparator index over a period commensurate with the remaining award performance period. The risk-free interest rate used is equal to the implied daily yield of the zero-coupon U.S. Treasury bill that corresponds with the remaining performance period of the award as of the valuation date. Net Income (Loss) Per Common Share Attributable to Verint Systems Inc. Basis net income (loss) per common share |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jan. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONSOn February 1, 2021 (the “Spin-Off Date”), we completed the previously announced Spin-Off of Cognyte by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares of Cognyte to holders of record of our common stock as of the close of business on January 25, 2021. To effect the Spin-Off and provide a framework for our relationship with Cognyte post Spin-Off we entered into several agreements with Cognyte, including the following: • a Separation and Distribution Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; • a Transition Services Agreement; • an Intellectual Property Cross License Agreement; and • a Trademark Cross License Agreement. These agreements provide for the allocation of assets, employees, liabilities, and obligations (including property, employee benefits, litigation, and tax-related assets and liabilities) between us and Cognyte attributable to periods prior to, at and after the Spin-Off. Under the Transition Services Agreement with Cognyte, we and Cognyte agreed to provide and/or make available various administrative services and assets to each other for a given period based on each individual service, with an option to extend certain services after the first year. In no case will services be provided for more than 24 months after the Spin-Off Date. In consideration for such services, we and Cognyte each paid fees to the other for the services provided, and those fees were generally in amounts intended to allow the party providing services to recover all of its direct and indirect costs incurred in providing those services, plus a standard markup, and subject to a mutually agreed-upon increase following an extension of the initial service term. The fees charged for the first year of services were fixed. Fees for services provided by third-party suppliers were billed on a straight pass-through basis. For the year ended January 31, 2022, we invoiced Cognyte $5.9 million, and Cognyte invoiced us $1.1 million, for transition services provided under the Transition Services Agreement. As of January 31, 2022, the performance of services under the Transition Services Agreement was substantially concluded. Under the Tax Matters Agreement with Cognyte, we and Cognyte each agreed to share the obligation to pay any taxes as shown on tax returns filed by Cognyte (or any member of its group), on one hand, and us (or any member of our group), on the other hand, such that we will be primarily responsible for any taxes related to, or arising in connection with our business and Cognyte will be responsible for any taxes related to, or arising in connection with, the Cognyte Business, regardless of which party prepares and files any such tax return and whether such taxes arise prior to or after the Spin-Off. We and Cognyte also agreed to share responsibility for preparing relevant tax returns, which responsibility will depend on the type of tax return and the period for which such tax return is being filed. We and Cognyte agreed to indemnify each other under the Tax Matters Agreement for certain actions or inactions. The Spin-Off met the criteria for classification as “discontinued operations” in accordance with the accounting guidance upon completion of the separation, and as such, the results of our former Cognyte Business have been classified as discontinued operations in our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows for all periods presented. As of January 31, 2022, there were no assets or liabilities from discontinued operations associated with Cognyte. There was no revenue earned or costs and expenses incurred by discontinued operations during the year ended January 31, 2022. The following table summarizes the major classes of line items included within discontinued operations in our consolidated statements of operations for the years ended January 31, 2021 and 2020: Year ended January 31, (in thousands) 2021 2020 Revenue $ 443,458 $ 457,109 Cost of revenue 128,043 159,603 Operating expenses 264,132 207,677 Other income, net 6,604 3,041 Income from discontinued operations before benefit from income taxes 57,887 92,870 Provision for income taxes 9,393 10,677 Net income from discontinued operations 48,494 82,193 Net income from discontinued operations attributable to noncontrolling interests 6,107 6,420 Net income from discontinued operations attributable to Verint Systems Inc. common shares $ 42,387 $ 75,773 The following table summarizes the assets and liabilities that were transferred to Cognyte on February 1, 2021 and presented as discontinued operations in our consolidated balance sheet as of January 31, 2021: (in thousands) January 31, 2021 Assets Current Assets: Cash and cash equivalents $ 78,570 Restricted cash and cash equivalents, and restricted bank time deposits 27,042 Short-term investments 4,713 Accounts receivable, net 175,001 Contract assets, net 20,317 Inventories 14,542 Prepaid expenses and other current assets 34,741 Total current assets of discontinued operations 354,926 Property and equipment, net 37,152 Operating lease right-of-use assets 31,040 Goodwill 158,183 Intangible assets, net 5,299 Deferred income taxes 7,202 Other assets 42,076 Total long-term assets of discontinued operations 280,952 Total assets of discontinued operations $ 635,878 Liabilities Current Liabilities: Accounts payable $ 41,512 Accrued expenses and other current liabilities 100,189 Contract liabilities 127,012 Total current liabilities of discontinued operations 268,713 Long-term contract liabilities 22,037 Operating lease liabilities 23,174 Deferred income taxes 3,985 Other liabilities 8,922 Total long-term liabilities of discontinued operations 58,118 Total liabilities of discontinued operations $ 326,831 In connection with the Spin-Off, $17.1 million of accumulated other comprehensive income, net of income taxes, related to foreign currency translation adjustments and foreign exchange contracts designated as cash flow hedges were transferred to Cognyte on the Spin-Off Date. Additionally, Verint transferred its interests in Cognyte Technologies Israel Ltd. (formerly Verint Systems Limited) (“CTIL”) on the Spin-Off Date. Prior to the transfer, CTIL was a wholly owned subsidiary of Verint and the CTIL board of directors declared a cash dividend in the aggregate amount of $35.0 million payable to Verint, as its sole holder of record of ordinary shares, on January 29, 2021. In April 2021, we received the dividend from Cognyte less applicable withholding taxes. The $78.6 million of cash and cash equivalents shown in the table above does not reflect the payment of the dividend, which occurred after the completion of the Spin-Off. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following five steps: 1) Identify the contract(s) with a customer A contract with a customer exists when (i) we enter into an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or in the case of a new customer, published credit and financial information pertaining to the customer. Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Multiple contracts with a single counterparty entered into at the same time are evaluated to determine if the contracts should be combined and accounted for as a single contract. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we must apply judgment to determine whether promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Generally, our contracts do not include non-distinct goods or services. 3) Determine the transaction price The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We assess the timing of transfer of goods and services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less, which is the case in the majority of our customer contracts. The primary purpose of our invoicing terms is not to receive or provide financing from or to customers. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price, if we assessed that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Typically, our contracts do not provide our customers with any right of return or refund, and we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund. 4) Allocate the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct goods or services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, we must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. We allocate the variable amount to one or more distinct performance obligations but not all or to one or more distinct services that forms a part of a single performance obligation, when the payment terms of the variable amount relate solely to our efforts to satisfy that distinct performance obligation and it results in an allocation that is consistent with the overall allocation objective of ASU No. 2014-09. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. We determine standalone selling price (“SSP”) based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we estimate the SSP taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation. 5) Recognize revenue when (or as) the entity satisfies a performance obligation We satisfy performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In the case of contracts that include customer acceptance criteria, revenue is not recognized until we can objectively conclude that the product or service meets the agreed-upon specifications in the contract. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to our customers. Revenue is measured based on consideration specified in a contract with a customer, and excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer. Shipping and handling activities that are billed to the customer and occur after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of revenue. Historically, these expenses have not been material. Nature of Goods and Services We derive and report our revenue in two categories: (a) recurring revenue, which includes bundled SaaS, unbundled SaaS, hosting services, optional managed services, initial and renewal support revenue, and product warranties, and (b) nonrecurring revenue, which primarily consists of perpetual licenses, hardware, installation services, and business advisory consulting and training services. Our bundled SaaS contracts are typically comprised of a right to access our software, maintenance, hosting fees and standard managed services. We do not provide the customer with the contractual right to take possession of the software at any time during the hosting period under these contracts. The customer can only benefit from the SaaS license, maintenance and standard managed services when combined with the hosting service as the hosting service is the only way for the customer to access the software and benefit from the maintenance and managed services. Accordingly, each of the license, maintenance, hosting and standard managed services is not considered a distinct performance obligation in the context of the contract, and are combined into a single performance obligation (“bundled SaaS services”) and recognized ratably over the contract period. Our bundled SaaS customer contracts can consist of fixed, variable, and usage-based fees. Typically, we invoice fees at the outset of the contract, though quarterly or monthly billing terms are included in certain contracts. Certain bundled SaaS contracts include a nonrefundable upfront fee for setup services, which are not distinct from the bundled SaaS services. Non-distinct setup services represent an advanced payment for future bundled SaaS services, and are recognized as revenue when those bundled SaaS services are satisfied, unless the nonrefundable fee is considered to be a material right, in which case the nonrefundable fee is recognized over the expected benefit period, which includes anticipated renewals. We determine SSP for our bundled SaaS services based on the price at which the performance obligation is sold separately, which is observable through past renewal transactions. We satisfy our bundled SaaS services by providing access to our software over time and processing transactions for usage-based contracts. For non-usage based fees, the period of time over which we perform is commensurate with the contract term because that is the period during which we have an obligation to provide the service. The performance obligation is recognized on a time elapsed basis, by day for which the services are provided. Our software licenses either provide our customers a perpetual right to use our software or, in the case of unbundled SaaS, the right to use our software for only a fixed term, in most cases between a one Professional services revenues primarily consist of fees for deployment and optimization services, as well as training, and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are performed. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to date relative to the total labor hours expected to be required to satisfy the related performance obligation. We determine SSP for our professional services based on the price at which the performance obligation is sold separately, which is observable through past transactions. Customer support revenue is derived from providing remote technical support services, bug fixes and unspecified software updates and upgrades to customers on a when-and-if-available basis. Each of these performance obligations provide benefit to the customer on a standalone basis and are distinct in the context of the contract. Each of these distinct performance obligations represent a stand ready obligation to provide service to a customer, which is concurrently delivered and has the same pattern of transfer to the customer, which is why we account for these support services as a single performance obligation. We recognize support services ratably over the contractual term, which typically is one year for perpetual licenses and one Our solutions are generally sold with a warranty of one year to three years for hardware and 90 days for software. These warranties do not represent an additional performance obligation as services beyond assuring that the software license and hardware complies with agreed-upon specifications are not provided. Disaggregation of Revenue The following table provides a disaggregation of our recurring and nonrecurring revenue. Recurring revenue is the portion of our revenue that we believe is likely to be renewed in the future. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. • Recurring revenue primarily consists of: ◦ Cloud revenue, which consists primarily of software as a service (“SaaS”) revenue and optional managed services revenue. ▪ SaaS revenue consists predominately of bundled SaaS (software usage rights with standard managed services) and unbundled SaaS (software licensing rights accounted for as term-based licenses whereby customers have a license to our software with related support for a specific period). ▪ Bundled SaaS revenue is recognized over time. ▪ Unbundled SaaS revenue is recognized at a point in time, except for the related support which is recognized over time. Unbundled SaaS contracts are eligible for renewal after the initial fixed term, which in most cases is between a one ◦ Support revenue, which consists of initial and renewal support. • Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, and business advisory consulting and training services. Year Ended January 31, (in thousands) 2022 2021 2020 Recurring revenue Bundled SaaS revenue $ 183,035 $ 145,962 $ 115,925 Unbundled SaaS revenue 139,729 71,990 48,018 Optional managed services revenue 65,648 59,459 56,534 Total cloud revenue 388,412 277,411 220,477 Support revenue 244,717 298,213 313,901 Total recurring revenue 633,129 575,624 534,378 Nonrecurring revenue Perpetual revenue 138,078 141,840 179,882 Professional services revenue 103,302 112,783 132,265 Total nonrecurring revenue 241,380 254,623 312,147 Total revenue $ 874,509 $ 830,247 $ 846,525 Contract Balances The following table provides information about accounts receivable, contract assets, and contract liabilities from contracts with customers: January 31, (in thousands) 2022 2021 Accounts receivable, net $ 193,831 $ 206,157 Contract assets, net $ 42,688 $ 36,716 Long-term contract assets, net (included in other assets) $ 30,510 $ 17,210 Contract liabilities $ 271,271 $ 261,033 Long-term contract liabilities $ 15,872 $ 16,502 We receive payments from customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contract assets represent unbilled amounts related to multi-year unbundled SaaS contracts and arrangements where our right to consideration is subject to the contractually agreed upon billing schedule. We expect billing and collection of a majority of our contract assets to occur within the next twelve months and asset impairment charges related to contract assets were immaterial for each of the years ended January 31, 2022, 2021, and 2020. There was one customer, an authorized global reseller of our solutions, that accounted for approximately 14% of our aggregated accounts receivable and contract assets at January 31, 2022 and 2021. Credit losses relating to this reseller have historically been immaterial. During the years ended January 31, 2022 and 2021, we transferred $37.7 million and $26.6 million, respectively, to accounts receivable from contract assets recognized at the beginning of each period, as a result of the right to the transaction consideration becoming unconditional. We recognized $57.4 million and $43.7 million of contract assets during the years ended January 31, 2022 and 2021, respectively. Contract assets recognized during each year primarily related to multi-year unbundled SaaS contracts that are invoiced annually with license revenue recognized upfront. Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract. Revenue recognized during the years ended January 31, 2022 and 2021 from amounts included in contract liabilities at the beginning of each period was $247.9 million and $239.2 million, respectively. Remaining Performance Obligations Transaction price allocated to remaining performance obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes contract liabilities and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The majority of our arrangements are for periods of up to three years, with a significant portion being one year or less. We elected to exclude amounts of variable consideration attributable to sales- or usage-based royalties in exchange for a license of our IP from the remaining performance obligations. The timing and amount of revenue recognition for our remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, the average length of the contract terms, and foreign currency exchange rates. The following table provides information about when we expect to recognize our remaining performance obligations: January 31, (in thousands) 2022 2021 RPO: Expected to be recognized within 1 year $ 447,428 $ 405,714 Expected to be recognized in more than 1 year 274,404 229,951 Total RPO $ 721,832 $ 635,665 Costs to Obtain and Fulfill Contracts We capitalize commissions paid to internal sales personnel and agent commissions that are incremental to obtaining customer contracts. We have determined that these commissions are in fact incremental and would not have occurred absent the customer contract. Capitalized sales and agent commissions are amortized on a straight-line basis over the period the goods or services are transferred to the customer to which the assets relate, which ranges from immediate to as long as six years, if commission amounts paid upon renewal are not commensurate with amounts paid on the initial contract. A portion of the initial commission payable on the majority of our contracts is amortized over the anticipated renewal period, which is generally four Total capitalized costs to obtain contracts were $55.8 million as of January 31, 2022, of which $3.9 million is included in prepaid expenses and other current assets and $51.9 million is included in other assets on our consolidated balance sheet. Total capitalized costs to obtain contracts were $48.4 million as of January 31, 2021, of which $2.0 million is included in prepaid expenses and other current assets and $46.4 million is included in other assets on our consolidated balance sheet. During the years ended January 31, 2022, 2021, and 2020, we expensed $33.1 million, $26.1 million and $26.2 million, respectively, of sales and agent commissions, which are included in selling, general and administrative expenses and there were no impairment losses recognized for these capitalized costs. We capitalize costs incurred to fulfill our contracts when the costs relate directly to the contract and are expected to generate resources that will be used to satisfy the performance obligation under the contract and are expected to be recovered through revenue generated under the contract. Costs to fulfill contracts are expensed to cost of revenue as we satisfy the related performance obligations. Total capitalized costs to fulfill contracts were $6.1 million as of January 31, 2022, of which $0.2 million is included in prepaid expenses and other current assets and $5.9 million is included in other assets on our consolidated balance sheet. Total capitalized costs to fulfill contracts were $6.5 million as of January 31, 2021, of which $0.2 million is included in prepaid expenses and other current assets and $6.3 million is included in other assets on our consolidated balance sheet. Deferred cost of revenue is classified in its entirety as current or long-term based on whether the related revenue will be recognized within twelve months of the origination date of the arrangement. The amounts capitalized primarily relate to one-time costs incurred in the initial phase of our bundled SaaS arrangements (i.e., setup costs), which consist of costs related to the installation of systems and processes. Capitalized setup costs are amortized on a straight-line basis over the expected period of benefit, which includes anticipated contract renewals or extensions, consistent with the transfer to the customer of the services to which the asset relates. During the years ended January 31, 2022, 2021, and 2020, we amortized $3.2 million, $2.7 million, and $1.7 million, respectively, of contract fulfillment costs. |
NET (LOSS) INCOME PER COMMON SH
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. The following table summarizes the calculation of basic and diluted net (loss) income per common share attributable to Verint Systems Inc. for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands, except per share amounts) 2022 2021 2020 Net income (loss) from continuing operations $ 15,651 $ (48,601) $ (46,510) Net income from discontinued operations — 48,494 82,193 Net income (loss) 15,651 (107) 35,683 Net income attributable to noncontrolling interests from continuing operations 1,238 1,053 579 Net income attributable to noncontrolling interests from discontinued operations — 6,107 6,420 Net income (loss) attributable to Verint Systems Inc. 14,413 (7,267) 28,684 Dividends on preferred stock (18,922) (7,656) — Net (loss) income attributable to Verint Systems Inc. for basic net (loss) income per common share (4,509) (14,923) 28,684 Dilutive effect of dividends on preferred stock — — — Net (loss) income attributable to Verint Systems Inc. for diluted net (loss) income per common share $ (4,509) $ (14,923) $ 28,684 Net (loss) income attributable to Verint Systems Inc. common shares Net loss from continuing operations attributable to Verint Systems Inc. common shares (4,509) (57,310) (47,089) Net income from discontinued operations attributable to Verint Systems Inc. common shares — 42,387 75,773 Weighted-average shares outstanding: Basic 65,591 65,173 66,129 Dilutive effect of employee equity award plans — — — Year Ended January 31, (in thousands, except per share amounts) 2022 2021 2020 Dilutive effect of 2021 Notes — — — Dilutive effect of 2014 Notes — — — Dilutive effect of warrants — — — Dilutive effect of assumed conversion of preferred stock — — — Diluted 65,591 65,173 66,129 Basic net (loss) income per common share attributable to Verint Systems Inc.: Continuing Operations $ (0.07) $ (0.88) $ (0.71) Discontinued Operations — 0.65 1.14 Total basic net (loss) income per common share attributable to Verint Systems Inc. $ (0.07) $ (0.23) $ 0.43 Diluted net (loss) income per common share attributable to Verint Systems Inc.: Continuing operations $ (0.07) $ (0.88) $ (0.71) Discontinued operations — 0.65 1.14 Total diluted net (loss) income per common share attributable to Verint Systems Inc. $ (0.07) $ (0.23) $ 0.43 We excluded the following weighted-average potential common shares from the calculations of diluted net (loss) income per common share during the applicable periods because their inclusion would have been anti-dilutive: Year Ended January 31, (in thousands) 2022 2021 2020 Common shares excluded from calculation: Stock options and restricted stock-based awards 1,580 1,337 2,126 2014 Notes 481 6,002 6,205 Warrants 117 6,205 6,205 Series A Preferred Stock 5,498 2,743 — Series B Preferred Stock 3,282 — — In periods for which we report a net loss attributable to Verint Systems Inc., basic net loss per common share and diluted net loss per common share are identical since the effect of all potential common shares is anti-dilutive and therefore excluded. Upon our adoption of ASU No. 2020-06 on February 1, 2021, use of the if-converted method is required for calculating any potential dilutive effect of convertible instruments. For the year ended January 31, 2022, the average price of our common stock did not exceed the $62.08 per share conversion price of our 2021 Notes, and other requirements for the 2021 Notes to be convertible were not met. The 2021 Notes will have a dilutive impact on net income per common share at any time when the average market price of our common stock for a quarterly reporting period exceeds the conversion price. The Capped Calls (as defined in Note 8, “Long-Term Debt”) do not impact our diluted earnings per common share calculations as their effect would be anti-dilutive. The Capped Calls are generally intended to reduce the potential dilution to our common stock upon any conversion of the 2021 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2021 Notes, in the event that at the time of conversion our common stock price exceeds the $62.08 conversion price, with such reduction and/or offset subject to a cap of $100.00. There is no impact on our calculation of the dilutive effect of our 2014 Notes upon adoption of ASU No. 2020-06 as we were obligated to settle the principal amount of our 2014 Notes in cash and settled the conversion spread with shares of our common stock in connection with the maturity of the 2014 Notes. Following the completion of the Spin-Off on February 1, 2021, the strike prices of the conversion features of our 2014 Notes and Warrants (as defined in Note 8, “Long-Term Debt”) were reduced to $40.55 per share and $47.18 per share, respectively, which increased the equivalent number of underlying common shares to 9,541,000 and 9,865,000, respectively. Our Note Hedges (as defined in Note 8, “Long-Term Debt”) did not impact our diluted earnings per common share calculations because their effect would be anti-dilutive. However, in connection with the maturity of the 2014 Notes, the common shares delivered to us under the Note Hedges neutralized the dilutive effect of the common shares that we issued under the 2014 Notes to settle the conversion premium. As a result, the settlement of the outstanding 2014 Notes did not increase our outstanding common stock. Our Warrants (as defined in Note 8, “Long-Term Debt”) had a dilutive impact on net income per common share to the extent that we reported net income for the applicable period and the average market value of our common stock exceeded the strike price of the Warrants. The Warrants expired incrementally on a series of expirations dates between August 30, 2021 and January 21, 2022. At each expiration date the Warrants were exercised where the market price per share of our common stock exceeded the strike price of the Warrants, and we issued an aggregate of 293,143 shares of our common stock as part of the cashless exercise of approximately 5,031,000 Warrants. There are no Warrants outstanding as of January 31, 2022. Further details regarding the 2021 Notes, Capped Calls, 2014 Notes, Note Hedges, and the Warrants appear in Note 8, “Long-Term Debt”. On December 4, 2019, we announced that the Apax Investor would invest up to $400.0 million in us, in the form of convertible preferred stock. On May 7, 2020, the purchase of $200.0 million of our Series A Preferred Stock closed. On April 6, 2021, in connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock. The weighted-average common shares underlying the assumed conversion of the Preferred Stock, on an as-converted basis, were excluded from the calculation of diluted net income per common share for the years ended January 31, 2022 and 2021, as their effect would have been anti-dilutive. Further details regarding the Preferred Stock investment appear in Note 10, “Convertible Preferred Stock”. |
CASH EQUIVALENTS, AND SHORT-TER
CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS | 12 Months Ended |
Jan. 31, 2022 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS | CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS The following tables summarize our cash, cash equivalents, and short-term investments as of January 31, 2022 and 2021: January 31, 2022 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 201,769 $ — $ — $ 201,769 Money market funds 127,041 — — 127,041 Commercial paper 29,995 — — 29,995 Total cash and cash equivalents $ 358,805 $ — $ — $ 358,805 Short-term investments: Bank time deposits $ 765 $ — $ — $ 765 Total short-term investments $ 765 $ — $ — $ 765 January 31, 2021 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 243,183 $ — $ — $ 243,183 Money market funds 342,090 — — 342,090 Total cash and cash equivalents $ 585,273 $ — $ — $ 585,273 Short-term investments: Bank time deposits $ 46,300 $ — $ — $ 46,300 Total short-term investments $ 46,300 $ — $ — $ 46,300 Bank time deposits which are reported within short-term investments consist of deposits held outside of the United States with maturities of greater than 90 days, or without specified maturity dates which we intend to hold for periods in excess of 90 days. All other bank deposits are included within cash and cash equivalents. During the years ended January 31, 2022, 2021, and 2020, proceeds from maturities and sales of short-term investments were $46.3 million, $69.8 million, and $5.8 million, respectively. The decrease in cash and cash equivalents primarily related to refinancing of our outstanding borrowings, further details of which appear in Note 8, “Long-term Debt”. |
BUSINESS COMBINATIONS AND DIVES
BUSINESS COMBINATIONS AND DIVESTITURES | 12 Months Ended |
Jan. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND DIVESTITURES | BUSINESS COMBINATIONS AND DIVESTITURES Year Ended January 31, 2022 Conversocial Limited On August 23, 2021, we completed the acquisition of all of the outstanding shares of Conversocial Limited (together with its subsidiaries, “Conversocial”), a leading messaging platform that enables brands to deliver superior customer experiences. Conversocial has offices in London, United Kingdom and New York, New York. The purchase price consisted of (i) $53.4 million of cash paid at closing, funded from cash on hand, partially offset by $3.2 million of Conversocial’s cash received in the acquisition, resulting in net cash consideration at closing of $50.2 million; and (ii) $0.2 million of other purchase price adjustments. The purchase price for Conversocial was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. The fair values assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management. Among the factors contributing to the recognition of goodwill as a component of the Conversocial purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. The acquisition resulted in the recognition of $31.6 million of goodwill, of which $0.5 million is deductible for income tax purposes and $31.1 million is not deductible. In connection with the purchase price allocation for Conversocial, the estimated fair value of undelivered performance obligations under customer contracts assumed in the acquisition was determined utilizing a cost build-up approach. The cost build-up approach calculated fair value by estimating the costs required to fulfill the obligations plus a reasonable profit margin, which approximates the amount that we believe would be required to pay a third party to assume the performance obligations. The estimated costs to fulfill the performance obligations were based on the historical direct costs for delivering similar services. As a result, in allocating the purchase price, we recorded $3.4 million of current and long-term contract liabilities, representing the estimated fair value of undelivered performance obligations for which payment had been received, which will be recognized as revenue as the underlying performance obligations are delivered. For undelivered performance obligations for which payment had not been received, we recorded a $1.2 million asset as a component of the purchase price allocation, representing the estimated fair value of these obligations, $0.7 million of which is included within prepaid expenses and other current assets and $0.5 million of which is included in other assets. We are amortizing this asset over the underlying delivery periods, which adjusts the revenue we recognize for providing these services to its estimated fair value. Transaction and related costs directly related to the acquisition of Conversocial, consisting primarily of professional fees and integration expenses, were $3.4 million for the year ended January 31, 2022, and were expensed as incurred and are included in selling, general and administrative expenses. Revenue and net income (loss) attributable to Conversocial included in our consolidated statement of operations for the year ended January 31, 2022 were not material. The purchase price allocation for Conversocial has been prepared on a preliminary basis and changes to the allocation may occur as additional information becomes available during the measurement period (up to one year from the acquisition date). Fair values still under review include values assigned to identifiable intangible assets, deferred income taxes, and reserves for uncertain income tax positions. The following table sets forth the components and the allocation of the purchase price for our acquisition of Conversocial: (in thousands) Amount Components of Purchase Price: Cash $ 53,409 Other purchase price adjustments (190) Total purchase price $ 53,219 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable $ 1,694 Other current assets, including cash acquired 5,302 Other assets 511 Current and other liabilities (1,945) Contract liabilities - current and long-term (3,410) Deferred income taxes (407) Net tangible assets 1,745 Identifiable intangible assets: Customer relationships 9,800 Developed technology 9,900 Trademarks and trade names 200 Total identifiable intangible assets 19,900 Goodwill 31,574 Total purchase price allocation $ 53,219 The acquired customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of seven years, five years, and one year, respectively, the weighted average of which is approximately 5.9 years. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. Other Business Combinations During the three months ended July 31, 2021, we completed the acquisition of certain assets from a leader in contact center hiring automation that qualified as a business combination. This transaction resulted in increases to goodwill, customer relationships, and acquired technology intangible assets, but was not material to our consolidated financial statements, and as a result, additional business combination disclosures for this acquisition have been omitted. There were no other business combinations during the year ended January 31, 2022. Year Ended January 31, 2021 We did not complete any business combinations during the year ended January 31, 2021. Year Ended January 31, 2020 During the year ended January 31, 2020, we completed three business combinations: • On February 1, 2019, we completed the acquisition of a SaaS workforce optimization company focused on the small and medium-sized business (“SMB”) market as part of our strategy to expand our SMB portfolio. • On July 25, 2019, we completed the acquisition of a SaaS company focused on cloud-based knowledge management solutions as part of our strategy to add additional artificial intelligence and machine learning capabilities into our portfolio. • On January 13, 2020, we completed the acquisition of a SaaS based company providing web and mobile session replay solutions. These business combinations were not individually material to our consolidated financial statements. The combined consideration for these business combinations was approximately $65.9 million, and consisted of (i) $57.4 million of combined cash paid at closings or shortly thereafter, partially offset by $2.2 million of cash acquired, resulting in net cash consideration at closing of $55.2 million; (ii) the fair value of the contingent consideration arrangements described below of $8.2 million; and (iii) $0.3 million of other purchase price adjustments. For two of the business combinations, we agreed to make potential additional cash payments to the respective former shareholders aggregating up to approximately $14.3 million, contingent upon the achievement of certain performance targets over periods that extended through January 2022, the fair values of which were estimated to be $8.2 million at the acquisition dates. Cash paid for these business combinations was funded by cash on hand. The purchase prices for these business combinations were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The fair value assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. Included among the factors contributing to the recognition of goodwill in these transactions were synergies in products and technologies, and the addition of skilled, assembled workforces. These acquisitions resulted in the recognition of a combined $39.1 million of goodwill, $15.7 million of which is deductible for income tax purposes. Revenue and net income (loss) attributable to these business acquisitions for the year ended January 31, 2020 were not material. Transaction and related costs, consisting primarily of professional fees and integration expenses, directly related to these business combinations, totaled $1.3 million and $5.4 million for the years ended January 31, 2021 and 2020, respectively. All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses. The purchase price allocations for the business combinations completed during the year ended January 31, 2020 are final. The following table sets forth the components and the allocations of the combined purchase prices for the business combinations completed during the year ended January 31, 2020, including adjustments identified subsequent to the valuation date, none of which were material: (in thousands) Amount Components of Purchase Prices: Cash $ 57,355 Fair value of contingent consideration 8,230 Other purchase price adjustments 281 Total purchase prices $ 65,866 Allocation of Purchase Prices: Net tangible assets (liabilities): Accounts receivable $ 1,790 Other current assets, including cash acquired 6,590 Other assets 3,799 Current and other liabilities (5,428) Contract liabilities - current and long-term (3,240) Deferred income taxes (2,719) Net tangible assets 792 Identifiable intangible assets: Customer relationships 11,847 Developed technology 13,083 Trademarks and trade names 1,000 Total identifiable intangible assets 25,930 Goodwill 39,144 Total purchase prices allocation $ 65,866 For these business acquisitions, customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of from seven years to nine years, four years to five years, and four years to five years, respectively, the weighted average of which is approximately 6.4 years. Other Business Combination Information The pro forma impact of all business combinations completed during the three years ended January 31, 2022 was not material to our historical consolidated operating results and is therefore not presented. The acquisition date fair values of contingent consideration obligations associated with business combinations are estimated based on probability adjusted present values of the consideration expected to be transferred using significant inputs that are not observable in the market. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving the performance targets and discount rates consistent with the level of risk of achievement. At each reporting date, we revalue the contingent consideration obligations to their fair values and record increases and decreases in fair value within selling, general and administrative expenses in our consolidated statements of operations. Changes in the fair value of the contingent consideration obligations result from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. For the years ended January 31, 2022 and 2020, we recorded charges of $0.9 million and $4.9 million, respectively, and we recorded a benefit of $0.8 million in the year ended January 31, 2021, within selling, general and administrative expenses for changes in the fair values of contingent consideration obligations associated with business combinations. The aggregate fair value of the remaining contingent consideration obligations associated with business combinations was $7.8 million at January 31, 2022, all of which was recorded within accrued expenses and other current liabilities. Payments of contingent consideration earned under these agreements were $9.6 million, $15.2 million, and $29.7 million for the years ended January 31, 2022, 2021, and 2020, respectively. Divestiture |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Acquisition-related intangible assets, excluding certain intangible assets previously acquired that were fully amortized and removed from our consolidated balance sheets, consisted of the following as of January 31, 2022 and 2021: January 31, 2022 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 467,408 $ (375,827) $ 91,581 Acquired technology 229,501 (203,895) 25,606 Trade names 5,677 (4,610) 1,067 Distribution network 2,440 (2,440) — Total intangible assets $ 705,026 $ (586,772) $ 118,254 January 31, 2021 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 464,586 $ (356,064) $ 108,522 Acquired technology 222,040 (189,687) 32,353 Trade names 9,424 (6,555) 2,869 Distribution network 2,440 (2,440) — Total intangible assets $ 698,490 $ (554,746) $ 143,744 Total amortization expense recorded for acquisition-related intangible assets was $46.8 million, $47.7 million, and $52.4 million for the years ended January 31, 2022, 2021, and 2020, respectively. The reported amount of net acquisition-related intangible assets can fluctuate from the impact of changes in foreign currency exchange rates on intangible assets not denominated in U.S. dollars. Estimated future amortization expense on finite-lived acquisition-related intangible assets is as follows: (in thousands) Years Ending January 31, Amount 2023 $ 40,479 2024 31,359 2025 14,978 2026 13,681 2027 9,733 Thereafter 8,024 Total $ 118,254 We recorded $0.4 million of impairments for certain acquired trade names, which is included within selling, general and administrative expenses for the year ended January 31, 2022. There were no material impairments for the years ended January 31, 2021 and 2020. Goodwill activity for the years ended January 31, 2022, and 2021 was as follows: (in thousands) Total Year Ended January 31, 2021: Goodwill, gross, at January 31, 2020 $ 1,367,111 Accumulated impairment losses through January 31, 2020 (56,043) Goodwill, net, at January 31, 2020 1,311,068 Foreign currency translation and other 16,339 Goodwill, net, at January 31, 2021 $ 1,327,407 Year Ended January 31, 2022: Goodwill, gross, at January 31, 2021 $ 1,383,450 Accumulated impairment losses through January 31, 2021 (56,043) Goodwill, net, at January 31, 2021 1,327,407 Business combinations 36,006 Foreign currency translation and other (9,992) Goodwill, net, at January 31, 2022 $ 1,353,421 Balance at January 31, 2022 Goodwill, gross, at January 31, 2022 $ 1,409,464 Accumulated impairment losses through January 31, 2022 (56,043) Goodwill, net, at January 31, 2022 $ 1,353,421 For purposes of reviewing for potential goodwill impairment, as of January 31, 2022, we had one reporting unit. Based on our November 1, 2021 and 2020 quantitative goodwill impairment reviews, we concluded that the estimated fair values of our reporting unit significantly exceeded its carrying value. No changes in circumstances or indicators of potential impairment were identified between November 1 and January 31 in each of the years ended January 31, 2022 and 2021. No goodwill impairment was identified for the years ended January 31, 2022, 2021, and 2020. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The following table summarizes our long-term debt at January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 2021 Notes $ 315,000 $ — 2014 Notes — 386,887 2017 Term Loan 100,000 410,125 Less: Unamortized debt discounts and issuance costs (8,046) (7,518) Total debt 406,954 789,494 Less: current maturities — 386,713 Long-term debt $ 406,954 $ 402,781 2021 Notes On April 9, 2021, we issued $315.0 million in aggregate principal amount of 0.25% convertible senior notes due April 15, 2026, unless earlier converted by the holders pursuant to their terms. The 2021 Notes are unsecured and pay interest in cash semiannually in arrears at a rate of 0.25% per annum. We used a portion of the net proceeds from the issuance of the 2021 Notes to pay the costs of the capped call transactions described below. We also used a portion of the net proceeds from the issuance of the 2021 Notes, together with the net proceeds from the April 6, 2021 issuance of $200.0 million of Series B Preferred Stock, to repay a portion of the outstanding indebtedness under our 2017 Credit Agreement described below, to terminate an interest rate swap agreement, and to repurchase shares of our common stock. The remainder is being used for working capital and other general corporate purposes. The 2021 Notes are convertible into shares of our common stock at an initial conversion rate of 16.1092 shares per $1,000 principal amount of 2021 Notes, which represents an initial conversion price of approximately $62.08 per share, subject to adjustment upon the occurrence of certain events, and subject to customary anti-dilution adjustments. Prior to January 15, 2026, the 2021 Notes will be convertible only upon the occurrence of certain events and during certain periods, and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2021 Notes. Upon conversion of the 2021 Notes, holders will receive cash up to the aggregate principal amount, with any remainder to be settled with cash or common stock, or a combination thereof, at our election. As of January 31, 2022, the 2021 Notes were not convertible. We incurred approximately $8.9 million of issuance costs in connection with the 2021 Notes, which have been deferred and are presented as a reduction of long-term debt, and which are being amortized as interest expense over the term of the 2021 Notes. Including the impact of the deferred debt issuance costs, the effective interest rate on the 2021 Notes was approximately 0.83% at January 31, 2022. Based on the closing market price of our common stock on January 31, 2022, the if-converted value of the 2021 Notes was less than their aggregate principal amount. 2014 Notes On June 18, 2014, we issued $400.0 million in aggregate principal amount of 1.50% convertible senior notes, with a maturity date of June 1, 2021. Net proceeds from the 2014 Notes after underwriting discounts were $391.9 million. The 2014 Notes were unsecured and paid interest in cash semiannually in arrears at a rate of 1.50% per annum. Effective December 1, 2020 until the close of business on the second scheduled trading day immediately preceding the June 1, 2021 maturity date, holders could have surrendered their 2014 Notes for conversion regardless of whether any of the other specified conditions for conversion had been satisfied. On February 26, 2021, we deposited approximately $390.0 million of cash, representing the full principal amount of the 2014 Notes then outstanding as well as the final interest payment on the 2014 Notes due at maturity, into an escrow account to cash collateralize the 2014 Notes. In connection with the maturity of the 2014 Notes on June 1, 2021, we paid an aggregate of $389.8 million in cash for the settlement of the 2014 Notes, which included $386.9 million in satisfaction of the outstanding principal of the 2014 Notes and $2.9 million related to the final interest payment on the 2014 Notes. We funded the repayment of the outstanding principal amount of the 2014 Notes and accrued interest thereon using the cash we had placed in escrow. Additionally, the 2014 Notes had an incremental conversion value of $57.7 million as the market value per share of our common stock, as measured under the terms of the 2014 Notes, was greater than the conversion price of the 2014 Notes. We issued approximately 1,250,000 shares of common stock to the holders of the 2014 Notes as payment of the conversion premium, which we issued from treasury stock. As of January 31, 2021, the 2014 Notes had a conversion rate of 15.5129 shares of common stock per $1,000 principal amount of 2014 Notes, which represented an effective conversion price of approximately $64.46 per share of common stock and would have resulted in the issuance of approximately 6,002,000 shares if all of the 2014 Notes had been converted and the conversions were settled entirely in common stock. As a result of the Spin-Off, the conversion rate was adjusted to 24.6622 shares of common stock per $1,000 principal amount of 2014 Notes, which represented an effective conversion price of $40.55 per share of common stock and would have resulted in the issuance of approximately 9,541,000 shares if all of the 2014 Notes had been converted prior to maturity and the conversions were settled entirely in common stock. At issuance, in accordance with then-applicable accounting guidance for convertible debt with a cash conversion option, we separately accounted for the debt and equity components of the 2014 Notes in a manner that reflected our estimated nonconvertible debt borrowing rate. We estimated the debt and equity components of the 2014 Notes to be $319.9 million and $80.1 million, respectively, at the issuance date, assuming a 5.00% non-convertible borrowing rate. The equity component was recorded as an increase to additional paid-in capital. Through January 31, 2021, the excess of the principal amount of the debt component over its carrying amount (the “debt discount”) was being amortized as interest expense over the term of the 2014 Notes using the effective interest method. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. We allocated transaction costs related to the issuance of the 2014 Notes, including underwriting discounts, of $7.6 million and $1.9 million to the debt and equity components, respectively. Issuance costs attributable to the debt component of the 2014 Notes are presented as a reduction of long-term debt and were amortized as interest expense over the term of the 2014 Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital. During the three months ended July 31, 2020, we repurchased $13.1 million principal amount of the 2014 Notes (the “Repurchased 2014 Notes”) in open market transactions for an aggregate of $13.0 million in cash, resulting in a debt extinguishment loss of $0.1 million, and a $0.2 million charge to additional paid-in-capital. At January 31, 2021, because the 2014 Notes were convertible, $4.8 million of the 2014 Notes’ equity component was classified as temporary equity on our consolidated balance sheet, representing the difference between the principal amount and the net carrying amount of the 2014 Notes that could be requested for conversion. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU No. 2020-06 eliminates the liability and equity separation model for convertible instruments with a cash conversion feature, such as the 2014 Notes. As permitted, on February 1, 2021, we early adopted ASU No. 2020-06, which otherwise would have been effective for us on February 1, 2022. As a result, effective February 1, 2021, we no longer presented separate liability and equity components for the 2014 Notes on our consolidated balance sheet. We implemented the provisions of ASU No. 2020-06 using the modified retrospective approach, such that comparative information has not been restated and continues to be reported under accounting standards in effect for those periods. The adoption of ASU No. 2020-06 resulted in the $78.0 million carrying value of the 2014 Notes’ equity component at January 31, 2021, which included applicable issuance costs and the portion classified within temporary equity, being reclassified and combined with the liability component of the 2014 Notes. This resulted in a $43.4 million decrease to additional paid-in capital, a $4.8 million decrease to temporary equity, a $4.4 million increase to current maturities of long-term debt, a $0.9 million decrease to deferred tax liabilities, a $0.1 million increase in unamortized debt issuance costs (a component of long-term debt), and a $44.9 million decrease to our accumulated deficit. As the 2014 Notes were due June 1, 2021, they are classified within current maturities of long-term debt on our consolidated balance sheets as of January 31, 2021. Capped Calls, Note Hedges and Warrants Capped Calls In connection with the issuance of the 2021 Notes, on April 6, 2021 and April 8, 2021, we entered into capped call transactions (the “Capped Calls”) with certain counterparties. The Capped Calls are generally intended to reduce the potential dilution to our common stock upon any conversion of the 2021 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2021 Notes, in the event that at the time of conversion our common stock price exceeds the conversion price, with such reduction and/or offset subject to a cap. The Capped Calls exercise price is equal to the $62.08 initial conversion price of each of the 2021 Notes, and the cap price is $100.00, each subject to certain adjustments under the terms of the Capped Calls. Our exercise rights under the Capped Calls generally trigger upon conversion of the 2021 Notes, and the Capped Calls terminate upon maturity of the 2021 Notes, or the first day the 2021 Notes are no longer outstanding. As of January 31, 2022, no Capped Calls have been exercised. Pursuant to their terms, the Capped Calls qualify for classification within stockholders’ equity, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $41.1 million for the Capped Calls, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital. Note Hedges and Warrants Concurrently with the issuance of the 2014 Notes, we entered into convertible note hedge transactions (the “Note Hedges”) and sold warrants (the “Warrants”). The combination of the Note Hedges and the Warrants served to increase the effective initial conversion price for the 2014 Notes to $75.00 per share. Subsequent to the Spin-Off, as a result of conversion rate adjustments, the Note Hedges and the Warrants served to increase the effective conversion price for the 2014 Notes to $47.18 per share. The Note Hedges and Warrants were each separate instruments from the 2014 Notes. Note Hedges Pursuant to the Note Hedges, we purchased call options on our common stock, under which we had the right to acquire from the counterparties up to approximately 6,205,000 shares of our common stock, subject to customary anti-dilution adjustments, at a price of $64.46, which equaled the initial conversion price of the 2014 Notes. As a result of the Spin-Off, on February 1, 2021, the call options on our stock were adjusted to allow us to purchase up to 9,865,000 shares of our common stock at a price of $40.55, which is equal to the adjusted conversion price of the 2014 Notes. We were permitted to settle the Note Hedges in cash, shares of our common stock, or a combination thereof, at our option, and the Note Hedges were intended to reduce our exposure to potential dilution upon conversion of the 2014 Notes. We paid $60.8 million for the Note Hedges, which was recorded as a charge to additional paid-in capital. Our exercise rights under the Note Hedges were automatically triggered upon conversion of any 2014 Notes and the Note Hedges otherwise terminated upon maturity of the 2014 Notes on June 1, 2021. In connection with the maturity of the 2014 Notes on June 1, 2021, we received approximately 1,250,000 shares of our common stock from the counterparties under the Note Hedges, which offset the dilution resulting from the stock settlement of the conversion premium on the 2014 Notes as the market value per share of our common stock, as measured under the terms of the Note Hedges, was greater than the strike price of the Note Hedges. The Repurchased 2014 Notes acquired during the three months ended July 31, 2020 as described above did not change the number of common shares subject to the Note Hedges as the counterparties agreed that the options under the Note Hedges remained outstanding notwithstanding such repurchase. Upon maturity of the 2014 Notes, we received approximately 42,000 shares of our common stock from the counterparties to the Note Hedges as reimbursement for the in-the-money portion of the Repurchased 2014 Notes. Warrants We sold the Warrants to several counterparties. The Warrants initially provided the counterparties rights to acquire from us up to approximately 6,205,000 shares of our common stock at a price of $75.00 per share. As a result of the Spin-Off, the terms of the Warrants were adjusted to provide the counterparties the rights to acquire from us up to approximately 9,865,000 shares of our common stock at a price of $47.18 per share. Proceeds from the sale of the Warrants were $45.2 million and were recorded as additional paid-in capital. The Warrants expired incrementally on a series of expiration dates between August 30, 2021 and January 21, 2022. At each expiration date the Warrants were exercised where the market price per share of our common stock exceeded the strike price of the Warrants, and we issued an aggregate of 293,143 shares of our common stock as part of the cashless exercise of approximately 5,031,000 Warrants. The Warrants had a dilutive effect on net income per share to the extent that the average market value of our common stock, as measured under the terms of the Warrants, exceeded the strike price of the Warrants. There are no Warrants outstanding as of January 31, 2022. The Note Hedges and Warrants both qualified for classification within stockholders’ equity and therefore no changes to their respective fair values were recorded in our consolidated statements of operations for any period. Credit Agreements 2017 Credit Agreement On June 29, 2017, we entered into a credit agreement (the “2017 Credit Agreement”) with certain lenders and terminated a prior credit agreement. The credit agreement was amended in 2018, 2020, and 2021, as further described below (as amended, the “2017 Credit Agreement”). The 2017 Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan maturing on June 29, 2024 (the “2017 Term Loan”), of which $100.0 million and $410.1 million was outstanding at January 31, 2022 and 2021, respectively, and a $300.0 million revolving credit facility maturing on April 9, 2026 (the “2021 Revolving Credit Facility”), which refinanced our prior $300.0 million revolving credit facility (the “2017 Revolving Credit Facility”), subject to increase and reduction from time to time according to the terms of the 2017 Credit Agreement. The majority of the proceeds from the 2017 Term Loan were used to repay all outstanding terms loans under our prior credit agreement. The 2017 Term Loan was subject to an original issuance discount of approximately $0.5 million, which is being amortized as interest expense over the term of the 2017 Term Loan using the effective interest method. Interest rates on loans under the 2017 Credit Agreement are periodically reset, at our option, at either a Eurodollar Rate or an ABR rate (each as defined in the 2017 Credit Agreement), plus in each case a margin. On January 31, 2018, we entered into an amendment to the 2017 Credit Agreement (the “2018 Amendment”) providing for, among other things, a reduction of the interest rate margins on the 2017 Term Loan from 2.25% to 2.00% for Eurodollar loans, and from 1.25% to 1.00% for ABR loans. During the three months ended April 30, 2021, in addition to our regular quarterly $1.1 million principal payment, we repaid $309.0 million of our 2017 Term Loan, reducing the outstanding balance to $100.0 million. As a result, $1.8 million of deferred debt issuance costs and $0.2 million of unamortized discount associated with the 2017 Term Loan were written off, and are included within losses on early retirements of debt on our consolidated statement of operations for the year ended January 31, 2022. Optional prepayments of loans under the 2017 Credit Agreement are generally permitted without premium or penalty. On April 9, 2021, we amended the 2017 Credit Agreement (the “2021 Amendment”), pursuant to which we refinanced the 2017 Revolving Credit Facility, which would otherwise have matured on June 29, 2022, with the $300.0 million 2021 Revolving Credit Facility maturing on April 9, 2026. The maturity dates of the 2017 Term Loan and 2017 Revolving Credit Facility would have been accelerated to March 1, 2021 if on such date any 2014 Notes remained outstanding, unless such outstanding 2014 Notes were cash collateralized pursuant to a second amendment to the 2017 Credit Agreement (the “2020 Amendment”), entered into on June 8, 2020. Pursuant to the 2020 Amendment, we were permitted to effect the previously announced Spin-Off of our Cyber Intelligence Solutions business within the parameters set forth in the 2017 Credit Agreement, as amended, and our 2014 Notes would not be deemed to be outstanding for purposes of the determination of the maturity dates of the 2017 Term Loan and the 2017 Revolving Credit Facility discussed above if such 2014 Notes were cash collateralized in accordance with the 2017 Credit Agreement. On February 26, 2021, as noted above, we cash collateralized the 2014 Notes in satisfaction of the cash collateralization provisions of the 2020 Amendment. Accordingly, the maturity dates of the 2017 Term Loan and 2017 Revolving Credit Facility were not accelerated to March 1, 2021. As of January 31, 2022, the interest rate on the 2017 Term Loan was 2.10%. Taking into account the impact of the original issuance discount and related deferred debt issuance costs, the effective interest rate on the 2017 Term Loan was approximately 2.30% at January 31, 2022. As of January 31, 2021, the interest rate on the 2017 Term Loan was 2.14%. For borrowings under the 2021 Revolving Credit Facility, and previously under the 2017 Revolving Credit Facility, the margin is determined by reference to our Consolidated Total Debt to Consolidated EBITDA (each as defined in the 2017 Credit Agreement) leverage ratio (the "Leverage Ratio"). In addition, under the 2021 Revolving Credit Facility, and previously under the 2017 Revolving Credit Facility, we are required to pay a commitment fee with respect to unused availability at rates per annum determined by reference to our Leverage Ratio. During the three months ended October 31, 2020, we repaid in full $200.0 million of borrowings then outstanding under the 2017 Revolving Credit Facility using available cash on hand. Our obligations under the 2017 Credit Agreement are guaranteed by each of our direct and indirect existing and future material domestic wholly owned restricted subsidiaries, and are secured by a security interest in substantially all of our assets and the assets of the guarantor subsidiaries, subject to certain exceptions. The 2017 Credit Agreement contains certain customary affirmative and negative covenants for credit facilities of this type. The 2017 Credit Agreement also contains a financial covenant that, solely with respect to the 2017 Revolving Credit Facility, requires us to maintain a Leverage Ratio of no greater than 4.50 to 1. The limitations imposed by the covenants are subject to certain exceptions as detailed in the 2017 Credit Agreement. The 2017 Credit Agreement provides for events of default with corresponding grace periods that we believe are customary for credit facilities of this type. Upon an event of default, all of our obligations owed under the 2017 Credit Agreement may be declared immediately due and payable, and the lenders’ commitments to make loans under the 2017 Credit Agreement may be terminated. 2017 Credit Agreement Issuance and Amendment Costs We incurred debt issuance costs of approximately $6.8 million in connection with the 2017 Credit Agreement, of which $4.1 million were associated with the 2017 Term Loan and $2.7 million were associated with the 2017 Revolving Credit Facility, which were deferred and are being amortized as interest expense over the terms of the facilities. During the year ended January 31, 2018, we wrote off $0.2 million of deferred debt issuance costs associated with the 2017 Term Lo an as a result of the 2018 Amendment. During the year ended January 31, 2021, we incurred $2.1 million of debt modification costs related to the 2020 Amendment, $1.2 million of which were expensed, and $0.9 million of which were deferred (comprised of $0.5 million associated with the 2017 Term Loan, and $0.4 million associated with the 2017 Revolving Credit Facility), and which are being amortized along with the existing unamortized debt issuance costs. At the time of the 2021 Amendment, there were $1.3 million of unamortized deferred debt issuance costs associated with the 2017 Revolving Credit Facility, of which $0.8 million were associated with commitments under the 2017 Revolving Credit Facility provided by lenders that are continuing to provide commitments under the 2021 Revolving Credit Facility and therefore continued to be deferred, and which are now being amortized over the term of the 2021 Revolving Credit Facility. The remaining $0.5 million of unamortized deferred debt issuance costs associated with the 2017 Revolving Credit Facility were written off and are included within losses on early retirements of debt on our consolidated statement of operations for the year ended January 31, 2022. We incurred $1.5 million of debt modification costs related to the 2021 Amendment, all of which are associated with the 2021 Revolving Credit Facility, which have been deferred and are being amortized along with the previously deferred debt issuance costs over the term of the 2021 Revolving Credit Facility. Deferred debt issuance costs associated with the 2017 Term Loan are being amortized using the effective interest rate method, and deferred debt issuance costs associated with the 2017 Revolving Credit Facility are being amortized on a straight-line basis. Future Principal Payments on the Term Loan As a result of the significant 2017 Term Loan principal payments made during the three months ended April 30, 2021, no further principal payments are required prior to the maturity of the 2017 Term Loan on June 29, 2024. Interest Expense The following table presents the components of interest expense incurred on the 2021 Notes, 2014 Notes, and on borrowings under our 2017 Credit Agreement for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 2021 Notes: Interest expense at 0.25% coupon rate $ 639 $ — $ — Amortization of deferred debt issuance costs 1,416 — — Total Interest Expense - 2021 Notes $ 2,055 $ — $ — 2014 Notes: Interest expense at 1.50% coupon rate $ 1,933 $ 5,887 $ 6,000 Amortization of debt discount — 12,884 12,490 Amortization of deferred debt issuance costs 522 1,215 1,177 Total Interest Expense - 2014 Notes $ 2,455 $ 19,986 $ 19,667 Borrowings under 2017 Credit Agreement: Interest expense at contractual rates $ 3,366 $ 13,018 $ 18,021 Impact of interest rate swap agreement 1,014 4,368 792 Amortization of debt discounts 18 74 68 Amortization of deferred debt issuance costs 930 1,811 1,569 Total Interest Expense - Borrowings under 2017 Credit Agreement $ 5,328 $ 19,271 $ 20,450 On May 1, 2020, our interest rate swap agreement no longer qualified as a cash flow hedge for accounting purposes and as such, accumulated deferred losses on our interest rate swap that were previously recorded as a component of accumulated other comprehensive loss were being reclassified to the consolidated statement of operations as interest expense over the remaining term of the interest rate swap, as the previously hedged interest payments occurred. On April 13, 2021, we paid $16.5 million to the counterparty to settle the 2018 Swap (as defined in Note 15, “Derivative Financial Instruments”) prior to its June 2024 maturity, and reclassified the remaining $15.7 million of pretax accumulated deferred losses from accumulated other comprehensive loss within stockholders’ equity to other income (expense) on our consolidated statement of operations for the year ended January 31, 2022. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and netted against income taxes receivable, which are included within prepaid expenses and other current assets on our consolidated balance sheet as of January 31, 2022. Please refer to Note 15, “Derivative Financial Instruments” for a more detailed discussion of our interest rate swap agreement. |
SUPPLEMENTAL CONSOLIDATED FINAN
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | 12 Months Ended |
Jan. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION Consolidated Balance Sheets Inventories consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Raw materials $ 3,001 $ 2,768 Work-in-process 150 26 Finished goods 2,186 2,747 Total inventories $ 5,337 $ 5,541 Property and equipment, net consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Land and buildings $ 7,994 $ 8,124 Leasehold improvements 18,155 23,153 Software 76,152 61,871 Equipment, furniture, and other 64,363 66,444 Total cost 166,664 159,592 Less: accumulated depreciation and amortization (102,574) (90,502) Total property and equipment, net $ 64,090 $ 69,090 The amounts in the table above as of January 31, 2021 have been revised to decrease previously presented equipment, furniture and other, and increase previously presented software by $44.5 million, respectively. This reclassification did not affect total property and equipment, net on our consolidated balance sheet as of January 31, 2021. Depreciation expense on property and equipment was $20.7 million, $30.6 million, and $23.5 million in the years ended January 31, 2022, 2021, and 2020, respectively. Prepaid and other current assets consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Prepaid expenses $ 22,639 $ 23,125 Other current assets 31,107 19,689 Total prepaid expenses and other current assets $ 53,746 $ 42,814 Other assets consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Deferred commissions $ 51,714 $ 46,379 Long-term contract assets, net 30,510 17,210 Capitalized software development costs, net 22,483 19,250 Long-term deferred cost of revenue 5,907 6,316 Noncontrolling equity investments 5,146 2,034 Deferred debt issuance costs, net 1,950 1,449 Long-term security deposits 702 567 Long-term restricted cash and time deposits 409 651 Other 7,817 3,368 Total other assets $ 126,638 $ 97,224 Accrued expenses and other current liabilities consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Compensation and benefits $ 86,777 $ 77,942 Operating lease obligations - current portion 24,551 14,230 Taxes other than income taxes 16,313 21,764 Preferred Stock dividends payable 10,400 5,200 Contingent consideration - current portion 7,776 9,595 Professional and consulting fees 3,771 4,996 Income taxes 602 1,514 Fair value of future tranche right — 52,772 Other 18,504 23,504 Total accrued expenses and other current liabilities $ 168,694 $ 211,517 Other liabilities consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Unrecognized tax benefits, including interest and penalties $ 16,345 $ 14,441 Finance lease obligations - long-term portion 3,831 2,969 Derivative financial instruments - long-term portion — 13,565 Contingent consideration - long-term portion — 6,109 Other 1,820 5,635 Total other liabilities $ 21,996 $ 42,719 Consolidated Statements of Operations Other income (expense), net consisted of the following for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Foreign currency (losses) gains, net $ (1,644) $ (1,584) $ 672 (Losses) gains on derivative financial instruments, net (14,374) (1,267) 204 Change in fair value of future tranche right 15,810 (56,146) — Other, net 5,435 (1,604) (267) Total other income (expense), net $ 5,227 $ (60,601) $ 609 Consolidated Statements of Cash Flows The following table provides supplemental information regarding our consolidated cash flows for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Cash paid for interest $ 9,716 $ 24,612 $ 23,209 Cash payments of income taxes, net $ 42,917 $ 21,476 $ 14,859 Non-cash investing and financing transactions: Liabilities for contingent consideration in business combinations $ 900 $ — $ 8,230 Preferred Stock dividends declared $ 10,400 $ 5,200 $ — Finance leases of property and equipment $ 4,041 $ 903 $ 3,287 Settlement of Future Tranche Right upon issuance of Series B Preferred Stock $ 36,962 $ — $ — Retirement of treasury stock $ 234,999 $ — $ — Settlement of convertible note premium with common stock $ 59,131 $ — $ — Receipt of common stock from the counterparties under the Note Hedges $ 59,651 $ — $ — Accrued but unpaid purchases of property and equipment $ 750 $ 2,731 $ 962 Accrued but unpaid purchases of treasury stock $ — $ — $ 2,846 Leasehold improvements funded by lease incentives $ — $ 119 $ 2,604 Contingent receivable in exchange for sale of subsidiary $ — $ — $ 738 |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK | CONVERTIBLE PREFERRED STOCK On December 4, 2019, we entered into an Investment Agreement with the Apax Investor, whereby, subject to certain closing conditions, the Apax Investor agreed to make an investment in us in an amount up to $400.0 million as follows: • On May 7, 2020 (the “Series A Closing Date”), we issued a total of 200,000 shares of our Series A Preferred Stock for an aggregate purchase price of $200.0 million, or $1,000 per share to the Apax Investor. In connection therewith, we incurred direct and incremental costs of $2.7 million, including financial advisory fees, closing costs, legal fees, and other offering-related costs. These direct and incremental costs reduced the carrying amount of the Series A Preferred Stock. • In connection with the completion of the Spin-Off, on April 6, 2021 (the “Series B Closing Date” and together with the Series A Closing Date, as applicable, the “Applicable Closing Date”), we issued a total of 200,000 shares of our Series B Preferred Stock for an aggregate purchase price of $200.0 million, or $1,000 per share to the Apax Investor. In connection therewith, we incurred direct and incremental costs of $1.3 million, including financial advisory fees, closing costs, legal fees, and other offering-related costs. These direct and incremental costs reduced the carrying amount of the Series B Preferred Stock. Each of the rights, preferences, and privileges of the Series A Preferred Stock and Series B Preferred Stock are set forth in separate certificates of designation filed with the Secretary of State of the State of Delaware on the Applicable Closing Date. Voting Rights Holders of the Preferred Stock have the right to vote on matters submitted to a vote of the holders of our common stock, on an as-converted basis; however, in no event will the holders of Preferred Stock have the right to vote shares of the Preferred Stock on an as-converted basis in excess of 19.9% of the voting power of the Common Stock outstanding immediately prior to December 4, 2019. Dividends and Liquidation Rights The Preferred Stock ranks senior to the shares of our common stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs. Shares of Preferred Stock have a liquidation preference of the greater of $1,000 per share or the amount that would be received if the shares are converted at the then applicable conversion price at the time of such liquidation. Each series of Preferred Stock pays dividends at an annual rate of 5.2% until the 48-month anniversary of the Series A Closing Date, and thereafter at a rate of 4.0%, subject to adjustment under certain circumstances. Dividends on the Preferred Stock are cumulative and payable semi-annually in arrears in cash. All dividends that are not paid in cash will remain accumulated dividends with respect to each share of Preferred Stock. The dividend rate is subject to increase (i) to 6.0% per annum in the event the number of shares of common stock into which the Preferred Stock could be converted exceeds 19.9% of the voting power of outstanding common stock on the Series A Closing Date (unless we obtain shareholder approval of the issuance of common stock upon conversion of the Preferred Stock) and (ii) by 1.0% each year, up to a maximum dividend rate of 10.0% per annum, in the event we fail to satisfy our obligations to redeem the Preferred Stock in specified circumstances. For the year ended January 31, 2022, we paid $12.9 million of preferred stock dividends, of which $5.2 million was accrued as of January 31, 2021, and there were $12.1 million of cumulative unpaid preferred stock dividends at January 31, 2022, of which $10.4 million was declared and recorded within accrued expenses and other liabilities on our consolidated balance sheet as of January 31, 2022. We reflected $18.9 million and $7.7 million of preferred stock dividends in our consolidated results of operations, for purposes of computing net (loss) income attributable to Verint Systems Inc. common shares, for the years ended January 31, 2022 and 2021. Conversion The Series A Preferred Stock was convertible into common stock at the election of the holder, subject to certain conditions, at an initial conversion price of $53.50 per share. The initial conversion price represented a conversion premium of 17.1% over the volume-weighted average price per share of our common stock over the 45 consecutive trading days immediately prior to the date of the Investment Agreement. In accordance with the Investment Agreement, the Series A Preferred Stock did not participate in the Spin-Off distribution of the Cognyte shares, which occurred on February 1, 2021, and the Series A conversion price was instead adjusted to $36.38 per share based on the ratio of the relative trading prices of Verint and Cognyte following the Spin-Off. The Series B Preferred Stock is convertible at a conversion price of $50.25, based in part on our trading price over the 20 day trading period following the Spin-Off. As of January 31, 2022, the maximum number of shares of common stock that could be required to be issued upon conversion of the outstanding shares of Preferred Stock was approximately 9.8 million shares and Apax’s ownership in us on an as-converted basis was approximately 12.9%. At any time after 36 months following the Applicable Closing Date, we will have the option to require that all (but not less than all) of the then-outstanding shares of Preferred Stock of the series convert into common stock if the volume-weighted average price per share of the common stock for at least 30 trading days in any 45 consecutive trading day period exceeds 175% of the then-applicable conversion price of such series (a “Mandatory Conversion”). We may redeem any or all of the Preferred Stock of a series for cash at any time after the 72-month anniversary of the Applicable Closing Date at a redemption price equal to 100% of the liquidation preference of the shares of the Preferred Stock, plus any accrued and unpaid dividends to, but excluding, the redemption date, plus a make-whole amount designed to allow the Apax Investor to earn a total 8.0% internal rate of return on such shares. The Apax Investor has agreed to restrictions on its ability to dispose of shares of the Preferred Stock until the earlier of (1) the 36-month anniversary of the Series A Closing Date or (2) the 24-month anniversary of the consummation of the Spin-Off (the “Preferred Stock Restricted Period”). Following the Preferred Stock Restricted Period, the Preferred Stock may not be sold or transferred without the prior written consent of the Company. The Apax Investor has also agreed to restrictions on its ability to dispose of the common stock issued upon conversion of the Preferred Stock. The common stock may not be disposed of until the earlier of (1) the 12-month anniversary of consummation of the Spin-Off or (2) the 24-month anniversary of the Series A Closing Date. These restrictions do not apply to certain transfers to one or more permitted co-investors or transfers or pledges of the Preferred Stock or common stock pursuant to the terms of specified margin loans to be entered into by the Apax Investor as well as transfers effected pursuant to a merger, consolidation, or similar transaction consummated by us and transfers that are approved by our board of directors. At any time after the 102-month anniversary of the Applicable Closing Date or upon the occurrence of a change of control triggering event (as defined in the Certificates of Designation), the holders of the applicable series of Preferred Stock will have the right to cause us to redeem all of the outstanding shares of Preferred Stock for cash at a redemption price equal to 100% of the liquidation preference of the shares of such series, plus any accrued and unpaid dividends to, but excluding, the redemption date. Therefore, the Preferred Stock has been classified as temporary equity on our consolidated balance sheets as of January 31, 2022 and 2021, separate from permanent equity, as the potential required repurchase of the Preferred Stock, however remote in likelihood, is not solely under our control. As of January 31, 2022, the Preferred Stock was not redeemable, and we have concluded that it is currently not probable of becoming redeemable, including from the occurrence of a change in control triggering event. The holders’ redemption rights which occur at the 102-month anniversary of the Applicable Closing Date are not considered probable because there is a more than remote likelihood that the Mandatory Conversion may occur prior to such redemption rights. We therefore did not adjust the carrying amount of the Preferred Stock to its current redemption amount, which was its liquidation preference, at January 31, 2022 plus accrued and unpaid dividends. As of January 31, 2022, the stated value of the liquidation preference for each series of Preferred Stock was $200.0 million and cumulative, unpaid dividends on the Series A Preferred Stock and the Series B Preferred Stock were $6.1 million and $6.1 million, respectively. Future Tranche Right We determined that our obligation to issue and the Apax Investor’s obligation to purchase 200,000 shares of the Series B Preferred Stock in connection with the completion of the Spin-Off and the satisfaction of other customary closing conditions (the “Future Tranche Right”) met the definition of a freestanding financial instrument as the Future Tranche Right is legally detachable and separately exercisable from the Series A Preferred Stock. At issuance, we allocated a portion of the proceeds from the issuance of the Series A Preferred Stock to the Future Tranche Right based upon its fair value at such time, with the remaining proceeds being allocated to the Series A Preferred Stock. The Future Tranche Right was remeasured at fair value each reporting period until the settlement of the right (at the time of the issuance of the Series B Preferred Stock), and changes in its fair value have been recognized as a non-cash charge or benefit within other income (expense), net on the consolidated statement of operations. At the Series A Closing Date, the Future Tranche Right was recorded as an asset of $3.4 million, as the purchase price of the Series B Preferred Stock was greater than its estimated fair value at the expected settlement date. This resulted in a $203.4 million carrying value, before direct and incremental issuance costs, for the Series A Preferred Stock. Immediately prior to the issuance of the Series B Preferred Stock, the Future Tranche Right was remeasured to fair value and as a result we recorded a non-cash benefit of $15.8 million related to the change in fair value of the Future Tranche Right for the three months ended April 30, 2021, within other income (expense), net. Upon the issuance of the Series B Preferred Stock in April 2021, the Future Tranche Right was settled, resulting in a reclassification of the $37.0 million fair value of the Future Tranche Right liability at that time to the carrying value of the Series B Preferred Stock. This resulted in a $237.0 million carrying value, before direct and incremental issuance costs, for the Series B Preferred Stock. As a result of the issuance of the Series B Preferred Stock, we no longer recognize changes in the fair value of the Future Tranche Right in our consolidated statement of operations. For the year ended January 31, 2021, we recognized non-cash charges of $56.1 million within other income (expense), net in the consolidated statement of operations for the change in the fair value of the Future Tranche Right. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jan. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock Dividends We did not declare or pay any cash dividends on our common stock during the years ended January 31, 2022, 2021, and 2020. Under the terms of our 2017 Credit Agreement, we are subject to certain restrictions on declaring and paying cash dividends on our common stock. In connection with the Spin-Off, each holder of Verint’s common stock received one ordinary share of Cognyte for every share of common stock of Verint held of record as of the close of business on January 25, 2021. Stock Repurchase Programs On December 4, 2019, we announced that our board of directors had authorized a stock repurchase program whereby we were authorized to repurchase up to $300.0 million of common stock over the period ending on February 1, 2021. We made $34.0 million and $116.1 million in repurchases under the program during the years ended January 31, 2021 and January 31, 2020, respectively. This program expired on February 1, 2021. On March 31, 2021, we announced that our board of directors had authorized a stock repurchase program whereby we were authorized to repurchase up to a number of shares of common stock approximately equal to the number of shares to be issued as equity compensation during the fiscal year ending January 31, 2022. During the three months ended April 30, 2021, we repurchased 1,600,000 shares of our common stock at a cost of $75.4 million under this program. There were no repurchases under this program subsequent to April 30, 2021, and this program expired on January 31, 2022. On December 2, 2021, we announced that our board of directors had authorized a new stock repurchase program for the fiscal year ending January 31, 2023 whereby we may repurchase up to 1.5 million shares of common stock to offset dilution from our equity compensation program for such fiscal year. Subsequent to January 31, 2022, through the date of filing this report, we repurchased 1,500,000 shares of our common stock for $78.2 million under this program. Repurchases were financed with available cash in the United States . On March 22, 2022, our board of directors authorized an additional 500,000 shares of common stock to be repurchased under this program. Please refer to Note 21, “Subsequent Event”, for more information regarding this stock repurchase program. Treasury Stock From time to time, our board of directors has approved limited programs to repurchase shares of our common stock from directors or officers in connection with the vesting of restricted stock or restricted stock units to facilitate required income tax withholding by us or the payment of required income taxes by such holders. In addition, the terms of some of our equity award agreements with all grantees provide for automatic repurchases by us for the same purpose if a vesting-related or delivery-related tax event occurs at a time when the holder is not permitted to sell shares in the market. Our stock bonus program contains similar terms. Any such repurchases of common stock occur at prevailing market prices and are recorded as treasury stock. Repurchased shares of common stock are typically recorded as treasury stock, at cost, but may from time to time be retired. We periodically purchase common stock from our directors, officers, and other employees to facilitate income tax withholding by us or the payment of required income taxes by such holders in connection with the vesting of equity awards. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. During the three months ended July 31, 2021, in connection with the maturity of our 2014 Notes, we issued approximately 1,250,000 treasury shares with an average cost of $47.30 per share to the holders of the 2014 Notes in satisfaction of the conversion premium, which was recorded as a $59.1 million reduction of treasury stock and additional paid-in capital. Additionally, we received approximately 1,250,000 shares of our common stock having a value of $57.7 million from the counterparties under the Note Hedges, as well as approximately 42,000 shares of our common stock having a value of $2.0 million from the counterparties related to the reimbursement for the in-the-money portion of the Repurchased 2014 Notes under the Note Hedge agreements, which was recorded as increase to treasury stock and additional paid-in capital. During the year ended January 31, 2022, we repurchased approximately 1,613,000 shares of our common stock for a cost of $76.0 million, which includes $75.4 million of share repurchased under the 2021 share repurchase program described above, and other repurchases to facilitate income tax withholding upon vesting of equity awards. On March 30, 2021, our board of directors approved the retirement of such repurchased shares of common stock and any other shares held as treasury stock, at management’s discretion. During the year ended January 31, 2022, we retired 1,058,300 shares of our common stock with a cost of $49.6 million that had been repurchased under the 2021 share repurchase program described above, as well as all of our common stock held as treasury stock, which totaled 5,000,786 shares, and restored them to the status of authorized and unissued shares. The aggregate cost of the treasury stock retired was $235.0 million, which was recorded as a reduction of common stock and additional paid-in capital. During the year ended January 31, 2021 we repurchased 613,000 shares of our common stock for a cost of $34.0 million under the 2019 share repurchase program described above. During the year ended January 31, 2020, we repurchased approximately 2,126,000 shares of our common stock for a cost of $116.5 million, which included $116.1 million of share repurchases under the December 2019 stock repurchase program described above and other purchases to facilitate income tax withholding upon vesting of equity awards. At January 31, 2021, we held approximately 4,404,000 shares of treasury stock with a cost of $208.1 million. Issuance of Convertible Preferred Stock On December 4, 2019, in conjunction with the planned separation of our businesses into two independent publicly traded companies, we announced that an affiliate of Apax Partners would invest up to $400.0 million in us, in the form of convertible preferred stock. Under the terms of the Investment Agreement, the Apax Investor purchased $200.0 million of our Series A Preferred Stock, which closed on May 7, 2020. In connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock, which closed on April 6, 2021. As of January 31, 2022, Apax’s ownership in us on an as-converted basis was approximately 12.9%. Please refer to Note 10, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities and derivative financial instruments designated as hedges. Accumulated other comprehensive income (loss) is presented as a separate line item in the stockholders’ equity section of our consolidated balance sheets. Accumulated other comprehensive income (loss) items have no impact on our net income (loss) as presented in our consolidated statements of operations. The following table summarizes changes in the components of our accumulated other comprehensive income (loss) by component for the years ended January 31, 2022 and 2021: (in thousands) Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges Unrealized Losses on Interest Rate Swap Designated as Hedge Foreign Currency Translation Adjustments Total Accumulated other comprehensive income (loss) at January 31, 2020 $ 626 $ (10,528) $ (141,963) $ (151,865) Other comprehensive income (loss) before reclassifications 1,869 (5,916) 17,482 13,435 Amounts reclassified out of accumulated other comprehensive income (loss) from continuing operations 225 (3,413) — (3,188) Amounts reclassified out of accumulated other comprehensive income (loss) from discontinued operations 1,636 — — 1,636 Net other comprehensive income (loss) 8 (2,503) 17,482 14,987 Accumulated other comprehensive income (loss) at January 31, 2021 634 (13,031) (124,481) (136,878) Distribution of Cognyte Software Ltd. (559) — 17,682 17,123 Other comprehensive income (loss) before reclassifications 70 — (11,668) (11,598) Amounts reclassified out of accumulated other comprehensive income (loss) 193 (1,014) — (821) Amounts reclassified upon partial early retirement of the 2017 Term Loan — (12,017) — (12,017) Net other comprehensive (loss) income (682) 13,031 6,014 18,363 Accumulated other comprehensive loss at January 31, 2022 $ (48) $ — $ (118,467) $ (118,515) All amounts presented in the table above are net of income taxes, if applicable. The accumulated net losses in foreign currency translation adjustments primarily reflect the strengthening of the U.S. dollar against the British pound sterling, which has resulted in lower U.S. dollar-translated balances of British pound sterling-denominated goodwill and intangible assets. On May 1, 2020, our interest rate swap agreement no longer qualified as a cash flow hedge for accounting purposes and as such, accumulated deferred losses on our interest rate swap that were previously recorded as a component of accumulated other comprehensive loss were being reclassified to the consolidated statement of operations as interest expense over the remaining term of the interest rate swap, as the previously hedged interest payments occurred. On April 13, 2021, we paid $16.5 million to the counterparty to settle the interest rate swap agreement prior to its June 2024 maturity, and reclassified the remaining $15.7 million of pretax accumulated deferred losses from accumulated other comprehensive loss within stockholders’ equity to other income (expense) on our consolidated statement of operations for the year ended January 31, 2022. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and netted against income taxes receivable, which are included within prepaid expenses and other current assets on our consolidated balance sheet as of January 31, 2022. Please refer to Note 15, “Derivative Financial Instruments” for further information regarding our interest rate swap agreement. The amounts reclassified out of accumulated other comprehensive income (loss) into the consolidated statement of operations, with presentation location, for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, Financial Statement Location (in thousands) 2022 2021 2020 Unrealized gains (losses) on derivative financial instruments: Foreign currency forward contracts $ 1 $ 1 $ (3) Cost of recurring revenue 24 28 5 Cost of nonrecurring revenue 142 182 42 Research and development, net 65 56 20 Selling, general and administrative 232 267 64 Total, before income taxes (39) (42) (6) Provision for income taxes $ 193 $ 225 $ 58 Total, net of income taxes Interest rate swap agreement $ (1,014) $ (4,367) $ (792) Interest expense (15,655) — — Other income (expense), net (16,669) (4,367) (792) Total, before income taxes 3,638 954 175 Benefit from income taxes $ (13,031) $ (3,413) $ (617) Total, net of income taxes |
RESEARCH AND DEVELOPMENT, NET
RESEARCH AND DEVELOPMENT, NET | 12 Months Ended |
Jan. 31, 2022 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT, NET | RESEARCH AND DEVELOPMENT, NET Our gross research and development expenses for the years ended January 31, 2022, 2021, and 2020, were $123.3 million, $128.2 million, and $134.2 million, respectively. We capitalize certain costs incurred to develop our commercial software products, and we then recognize those costs within cost of revenue as the products are sold. Activity for our capitalized software development costs for the years ended January 31, 2022, 2021, and 2020 was as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Capitalized software development costs, net, beginning of year $ 19,250 $ 15,351 $ 7,266 Software development costs capitalized during the year 7,560 7,312 9,584 Amortization of capitalized software development costs (4,247) (3,304) (1,538) Write-offs of capitalized software development costs — (129) — Foreign currency translation and other (80) 20 39 Capitalized software development costs, net, end of year $ 22,483 $ 19,250 $ 15,351 During the year ended January 31, 2021, we recorded an impairment charge of $0.1 million in nonrecurring cost of revenue, reflecting the write-off of previously capitalized software development costs that were deemed non-recoverable based on our expectations of future market conditions. There were no impairments of such capitalized costs during the years ended January 31, 2022 and 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income (loss) before provision for income taxes for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Domestic $ (12,492) $ 127,909 $ (46,896) Foreign 51,996 (169,573) 7,329 Total income (loss) before provision for income taxes $ 39,504 $ (41,664) $ (39,567) The provision for income taxes from continuing operations for the years ended January 31, 2022, 2021, and 2020 consisted of the following: Year Ended January 31, (in thousands) 2022 2021 2020 Current provision for income taxes: Federal $ 3,215 $ 373 $ 7,204 State 1,121 1,663 974 Foreign 30,840 6,299 3,049 Total current provision for income taxes 35,176 8,335 11,227 Deferred provision for (benefit from) income taxes: Federal 6,714 1,366 (4,430) State 255 (188) 862 Foreign (18,292) (2,576) (716) Total deferred benefit from income taxes (11,323) (1,398) (4,284) Total provision for income taxes from continuing operations $ 23,853 $ 6,937 $ 6,943 Intra-period allocation rules require us to allocate our provision for income taxes between continuing operations and other categories such as discontinued operations or comprehensive income (loss). As described in Note 2, “Discontinued Operations”, the results of Cognyte have been reported as discontinued operations for all periods presented. The reconciliation of the U.S. federal statutory rate to our effective tax rate on income (loss) before provision for income taxes from continuing operations for the years ended January 31, 2022, 2021, and 2020 was as follows: Year Ended January 31, (in thousands) 2022 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Income tax provision (benefit) at the U.S. federal statutory rate $ 8,296 $ (8,733) $ (8,307) State income tax (benefit) provision (1,238) 2,017 106 Foreign tax rate differential 6,262 5,992 10,134 Tax incentives (6,378) (2,681) (6,224) Valuation allowances 2,616 (3,269) 2,311 Stock-based and other compensation 897 2,958 (926) Non-deductible expenses (238) (1,007) 1,127 Tax credits 117 875 266 Tax contingencies 2,108 (5,652) 161 Change in fair value of future tranche right (3,320) 11,791 — Changes in tax laws 1,552 — — U.S. tax effects of foreign operations 13,480 3,828 8,299 Other, net (301) 818 (4) Total provision for income taxes $ 23,853 $ 6,937 $ 6,943 Effective income tax rate 60.4 % (16.6) % (17.5) % Change in the effective tax rate from the prior year to the current year presentation are due to the allocation of tax expense between continuing operations and discontinued operations when applying intra-period allocation rules. Our operations in Israel have been granted “Approved Enterprise” (“AE”) status by the Investment Center of the Israeli Ministry of Industry, Trade and Labor, which makes us eligible for tax benefits under the Israeli Law for Encouragement of Capital Investments, 1959. Under the terms of the program, income attributable to an approved enterprise is exempt from income tax for a period of two years and is subject to a reduced income tax rate for the subsequent five years to eight years (generally 10% - 23%, depending on the percentage of foreign investment in the company). Our AE status remained in effect through January 31, 2020. Beginning January 31, 2021, based on the current law, the company qualifies for an alternative tax incentive program as a Preferred Technological Enterprise (“PTE”). Pursuant to Amendment 73 to the Investment Law adopted in 2017, a company located in the Center of Israel that meets the conditions for PTE is subject to a 12% tax rate on eligible income. Income not eligible for PTE benefits is taxed at the regular corporate rate of 23%, excluding income derived from manufacturing activity which is entitled to tax benefits according to the “Preferred Enterprise” regime. Income eligible for tax benefits under the Preferred Enterprise regime is taxed at 16%. In total, tax incentives decreased our effective tax rate by 16.1% for the year ended January 31, 2022, and increased our effective tax rate by 6.4%, and 15.8% for the years ended January 31, 2021, and 2020, respectively. The negative benefits are a result of taxable losses in Israel on a continuing operations basis in prior years. Deferred tax assets and liabilities from continuing operations consisted of the following at January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Deferred tax assets: Accrued expenses $ 4,464 $ 5,383 Operating lease liabilities 9,275 11,040 Fair value of derivatives — 4,149 Loss carryforwards 21,764 17,672 Tax credits 5,780 5,946 Stock-based and other compensation 6,802 7,434 Total deferred tax assets 48,085 51,624 Deferred tax liabilities: Deferred cost of revenue (8,457) (5,100) Goodwill and other intangible assets (20,810) (29,876) Unremitted earnings of foreign subsidiaries (970) (14,882) Operating lease right-of-use assets (4,959) (8,569) Other, net (1,547) (2,140) Total deferred tax liabilities (36,743) (60,567) Valuation allowance (20,711) (16,761) Net deferred tax liabilities $ (9,369) $ (25,704) Recorded as: Deferred tax assets $ 8,091 $ 7,287 Deferred tax liabilities (17,460) (32,991) Net deferred tax liabilities $ (9,369) $ (25,704) At January 31, 2022, we had U.S. federal NOL carryforwards of approximately $309.1 million. Except for $13.1 million of NOLs that can be carried forward indefinitely, these loss carryforwards expire in various years ending from January 31, 2023 to January 31, 2037. We had state NOL carryforwards of approximately $206.7 million. Except for $2.4 million of NOLs that can be carried forward indefinitely, those loss carryforwards expire in various years ending from January 31, 2023 to January 31, 2040. We had foreign NOL carryforwards of approximately $33.1 million. At January 31, 2022, all but $2.9 million of these foreign loss carryforwards had indefinite carryforward periods. Certain of these federal, state, and foreign loss carryforwards and credits are subject to Internal Revenue Code Section 382 or similar provisions, which impose limitations on their utilization following certain changes in ownership of the entity generating the loss carryforward. We had U.S. federal, state, and foreign tax credit carryforwards of approximately $8.9 million at January 31, 2022, the utilization of which is subject to limitation. At January 31, 2022, approximately $2.7 million of these tax credit carryforwards may be carried forward indefinitely. The balance of $6.2 million expires in various years ending from January 31, 2023 to January 31, 2037. We currently intend to continue to indefinitely reinvest a portion of the earnings of our foreign subsidiaries to finance foreign activities. Except to the extent that earnings of our foreign subsidiaries have been subject to U.S. taxation as of January 31, 2022 and withholding taxes of $1.0 million accrued as of January 31, 2022 with respect to certain identified cash that may be repatriated to the United States, we have not provided tax on the outside basis difference of foreign subsidiaries nor have we provided for any additional withholding or other tax that may be applicable should a future distribution be made from any unremitted earnings of foreign subsidiaries. Due to complexities in the laws of the foreign jurisdictions and the assumptions that would have to be made, it is not practicable to estimate the total amount of income and withholding taxes that would have to be provided on such earnings. As required by the authoritative guidance on accounting for income taxes, we evaluate the realizability of deferred income tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred income tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred income tax assets are not more-likely-than- not realizable, we establish a valuation allowance. We determined that there is sufficient negative evidence to maintain the valuation allowances against certain state and foreign deferred income tax assets as a result of historical losses in the most recent three-year period in certain state and foreign jurisdictions. We intend to maintain valuation allowances until sufficient positive evidence exists to support a reversal. We have recorded valuation allowances in the amounts of $20.7 million and $16.8 million at January 31, 2022 and 2021, respectively. Activity in the recorded valuation allowance consisted of the following for the years ended January 31, 2022 and 2021: Year Ended January 31, (in thousands) 2022 2021 Valuation allowance, beginning of year $ (16,761) $ (19,512) Income tax (provision) benefit (2,616) 3,269 Fair value of derivatives and convertible debt instruments (1,139) — Currency translation adjustment and other (195) (518) Valuation allowance, end of year $ (20,711) $ (16,761) In accordance with the authoritative guidance on accounting for uncertainty in income taxes, differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements, determined by applying the prescribed methodologies of accounting for uncertainty in income taxes, represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. For the years ended January 31, 2022, 2021, and 2020, the aggregate changes in the balance of gross unrecognized tax benefits were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Gross unrecognized tax benefits, beginning of year $ 84,847 $ 85,327 $ 86,312 Increases related to tax positions taken during the current year 672 706 575 Increases related to tax positions taken during prior years 430 — 147 Increases related to foreign currency exchange rates 45 136 146 Reductions for tax positions of prior years (152) (193) (1,555) Lapses of statutes of limitations (1,613) (1,129) (298) Gross unrecognized tax benefits, end of year $ 84,229 $ 84,847 $ 85,327 We had unrecognized income tax benefits of $84.2 million (excluding interest and penalties) as of January 31, 2022, that, if recognized, would impact the effective income tax rate. We recorded $0.5 million, $0.4 million, and $0.2 million of tax expense for interest and penalties related to uncertain tax positions in our provision for income taxes for the years ended January 31, 2022, 2021, and 2020, respectively. The accrued liability for interest and penalties was $3.4 million and $3.0 million at January 31, 2022 and 2021, respectively. Interest and penalties are recorded as a component of the provision for income taxes in the consolidated statements of operations. Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. In the United Kingdom, with the exception of years which are currently under examination, we are no longer subject to income tax examination for years prior to January 31, 2019. In the United States, our federal returns are no longer subject to income tax examination for years prior to January 31, 2019. However, to the extent we generated NOLs or tax credits in closed tax years, future use of the NOL or tax credit carry forward balance would be subject to examination within the relevant statute of limitations for the year in which utilized. As of January 31, 2022, income tax returns are under examination in the following significant tax jurisdictions: Jurisdiction Tax Years United Kingdom December 31, 2006, January 31, 2008 India March 31, 2008, March 31, 2010 - March 31, 2013, March 31, 2017, March 31, 2020 Israel January 31, 2018 - January 31, 2020 We regularly assess the adequacy of our provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes. As a result, we may adjust the reserves for unrecognized income tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation. Further, we believe that it is reasonably possible that the total amount of unrecognized income tax benefits at January 31, 2022 could decrease by approximately $0.3 million in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation. Such decreases may involve the payment of additional income taxes, the adjustment of deferred income taxes including the need for additional valuation allowances, and the recognition of income tax benefits. Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. We also believe that it is reasonably possible that new issues may be raised by tax authorities or developments in tax audits may occur, which would require increases or decreases to the balance of reserves for unrecognized income tax benefits; however, an estimate of such changes cannot reasonably be made. See Note 2, “Discontinued Operations” for discussion related to the Tax Matters Agreement entered into between us and Cognyte as a result of the Spin-Off. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. The income tax provisions of the CARES Act do not have a significant impact on our current taxes, deferred taxes, or uncertain tax positions. However, we deferred the timing of employer payroll taxes and accelerated the refund of AMT credits as permitted by the CARES Act. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of January 31, 2022 and 2021: January 31, 2022 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 127,041 $ — $ — Commercial paper, classified as cash and cash equivalents — 29,995 — Foreign currency forward contracts — 33 — Contingent consideration receivable — — 271 Total assets $ 127,041 $ 30,028 $ 271 Liabilities: Foreign currency forward contracts $ — $ 91 $ — Contingent consideration — business combinations — 7,776 — Total liabilities $ — $ 7,867 $ — January 31, 2021 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 342,090 $ — $ — Foreign currency forward contracts — 136 — Contingent consideration receivable — — 565 Total assets $ 342,090 $ 136 $ 565 Liabilities: Foreign currency forward contracts $ — $ 48 $ — Interest rate swap agreements — 17,881 — Future tranche right — — 52,772 Contingent consideration — business combinations — — 15,704 Option to acquire noncontrolling interests of consolidated subsidiaries — — 3,250 Total liabilities $ — $ 17,929 $ 71,726 We evaluated the Future Tranche Right associated with the Series A Preferred Stock issued on May 7, 2020 and determined that the Future Tranche Right was a freestanding financial instrument. The Future Tranche Right was initially recorded as an asset and was re-measured at each reporting period until the redemption feature was exercised in connection with the sale and issuance of the Series B Preferred Stock on April 6, 2021. Immediately prior to the issuance of the Series B Preferred Stock, the Future Tranche Right was remeasured to fair value with the change in fair value recognized as a component of other income (expense). Upon the issuance of the Series B Preferred Stock, the Future Tranche Right liability was settled, resulting in a reclassification of the $37.0 million fair value of the Future Tranche Right liability at that time to the carrying value of the Series B Preferred Stock. Please refer to Note 10, “Convertible Preferred Stock” for additional information regarding the Future Tranche Right and preferred stock investment. The following table presents the changes in the estimated fair value of the Future Tranche Right measured using significant unobservable inputs (Level 3) for the years ended January 31, 2022 and 2021. Year Ended January 31, (in thousands) 2022 2021 Fair value measurement, beginning of year $ (52,772) $ — Fair value of future tranche right upon issuance of the Series A Preferred Stock — 3,374 Change in fair value, recorded in other income (expense), net 15,810 (56,146) Reclassification of future tranche right liability upon settlement 36,962 — Fair value measurement, end of year $ — $ (52,772) In January 2020, we completed the sale of an insignificant subsidiary. In accordance with the terms of the sale agreement, 100% of the aggregate purchase price is contingent in nature based on a percentage of net sales of the former subsidiary’s products during the thirty-six month period following the transaction closing. We include the fair value of the contingent consideration receivable within prepaid expenses and other current assets and other assets on our consolidated balance sheets. The estimated fair value of this asset as of January 31, 2022, which is measured using Level 3 inputs, was $0.3 million. We received payments of $0.3 million, and the change in the estimated fair value of this contingent receivable was not material, during the year ended January 31, 2022. The estimated fair value of this asset as of January 31, 2021 was $0.6 million. We received payments of $0.1 million, and the change in the estimated fair value of this contingent receivable was not material, during the year ended January 31, 2021. Due to the timing of this transaction, there was no change to the estimated fair value of this receivable recorded in operating expenses for the year ended January 31, 2020. The following table presents the changes in the estimated fair values of our liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the years ended January 31, 2022 and 2021: Year Ended January 31, (in thousands) 2022 2021 Fair value measurement, beginning of year $ 15,704 $ 31,367 Contingent consideration liabilities recorded for business combinations 900 — Changes in fair values, recorded in operating expenses 883 (806) Payments of contingent consideration (9,560) (15,183) Foreign currency translation and other (151) 326 Transfer of contingent consideration liability to Level 2 of the fair value hierarchy (7,776) — Fair value measurement, end of year $ — $ 15,704 Our estimated liability for contingent consideration represents potential payments of additional consideration for business combinations, payable if certain defined performance goals are achieved. Changes in fair value of contingent consideration are recorded in the consolidated statements of operations within selling, general and administrative expenses. On January 31, 2022, we exercised an option to acquire the noncontrolling interests in two majority owned subsidiaries. Prior to the exercise, we accounted for the option as an in-substance investment in the noncontrolling common stock of each such subsidiary. We included the fair value of the option within accrued expenses and other current liabilities and did not recognize noncontrolling interests in these subsidiaries. The following table presents the change in the estimated fair value of this liability, which is measured using Level 3 inputs, for the years ended January 31, 2022 and 2021: Year Ended January 31, (in thousands) 2022 2021 Fair value measurement, beginning of year $ 3,250 $ 2,900 Change in fair value, recorded in operating expenses 1,245 350 Amount paid upon exercise of option to acquire noncontrolling interests of consolidated subsidiaries (4,495) — Fair value measurement, end of year $ — $ 3,250 On April 13, 2021, we paid $16.5 million to the counterparty to settle the interest rate swap agreement prior to its June 2024 maturity, and reclassified the remaining $15.7 million of pretax accumulated deferred losses from accumulated other comprehensive loss within stockholders’ equity to other income (expense), net on our consolidated statement of operations for the year ended January 31, 2022. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and netted against income taxes receivable, which are included within prepaid expenses and other current assets on our consolidated balance sheet as of January 31, 2022. Please refer to Note 15, “Derivative Financial Instruments” for further information regarding our interest rate agreement. Fair Value Measurements Money Market Funds - We value our money market funds using quoted active market prices for such funds. Short-term Investments, Corporate Debt Securities, and Commercial Paper - The fair values of short-term investments, as well as corporate debt securities and commercial paper classified as cash equivalents, are estimated using observable market prices for identical securities that are traded in less-active markets, if available. When observable market prices for identical securities are not available, we value these short-term investments using non-binding market price quotes from brokers which we review for reasonableness using observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model. Foreign Currency Forward Contracts - The estimated fair value of foreign currency forward contracts is based on quotes received from the counterparties thereto. These quotes are reviewed for reasonableness by discounting the future estimated cash flows under the contracts, considering the terms and maturities of the contracts and market foreign currency exchange rates using readily observable market prices for similar contracts. Future Tranche Right - The fair value of the Future Tranche Right was classified within Level 3 of the fair value hierarchy because it was valued using pricing models that incorporate management assumptions that cannot be corroborated with observable market data. The fair value of the Future Tranche Right was estimated using a binomial tree model to estimate the value of the Series B Preferred Stock and a Monte Carlo simulation to estimate our stock price post-Spin-Off, which we believe was reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the Future Tranche Right. The fair value of the Future Tranche Right also reflected the likelihood of the Series B Preferred Stock being issued, which management considered to be highly probable for all periods the Future Tranche Right was outstanding. Significant inputs and assumptions used in the valuation model immediately prior to the settlement date, April 6, 2021, and as of January 31, 2021, are as follows: April 6, January 31, 2021 2021 Risk-free interest rate for preferred stock 2.35 % 1.86 % Implied credit spread 6.78 % 6.78 % Expected volatility 30.00 % 30.00 % Verint common stock price $ 45.91 $ 73.83 Interest Rate Swap Agreement - The fair value of our interest rate swap agreement was based in part on data received from the counterparty, and represented the estimated amount we would receive or pay to settle the agreement, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources. Contingent Consideration Assets and Liabilities - Business Combinations and Divestitures - The fair value of the contingent consideration related to business combinations and divestitures is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. We remeasure the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within selling, general, and administrative expenses. Increases or decreases in discount rates would have inverse impacts on the related fair value measurements, while favorable or unfavorable changes in expectations of achieving performance targets would result in corresponding increases or decreases in the related fair value measurements. We utilized discount rates ranging from 3.3% to 3.8%, with a weighted average discount rate of 3.5% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2021. We utilized discount rates ranging from 3.5% to 3.9%, with a weighted average discount rate of 3.7%, in our calculation of the estimated fair value of our contingent consideration assets as of January 31, 2022. We utilized discount rates ranging from 3.3% to 4.0%, with a weighted average discount rate of 3.7% in our calculation of the estimated fair value of our contingent consideration assets as of January 31, 2021. As of January 31, 2022, the $7.8 million fair value of the contingent consideration liability was based on actual achievement through the performance periods ended January 31, 2022, and was transferred to Level 2 of the fair value hierarchy as the fair value was determined based on other significant observable inputs. Option to Acquire Noncontrolling Interests of Consolidated Subsidiaries - The fair value of the option was determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. This fair value measurement is based upon significant inputs not observable in the market. We remeasured the fair value of the option at each reporting period, and any changes in fair value were recorded within selling, general, and administrative expenses. We utilized a discount rate of 8.5% in our calculation of the estimated fair value of the option as of January 31, 2021. Other Financial Instruments The carrying amounts of accounts receivable, contract assets, accounts payable, and accrued liabilities and other current liabilities approximate fair value due to their short maturities. The estimated fair values of our term loan borrowings were approximately $100 million and $409 million at January 31, 2022 and 2021, respectively. The estimated fair values of the term loans are based upon indicative bid and ask prices as determined by the agent responsible for the syndication of our term loans. We consider these inputs to be within Level 3 of the fair value hierarchy because we cannot reasonably observe activity in the limited market in which participation in our term loans are traded. The indicative prices provided to us as at each of January 31, 2022 and 2021 did not significantly differ from par value. The estimated fair value of our revolving credit borrowings, if any, is based upon indicative market values provided by one of our lenders. The estimated fair value of our 2014 Notes, which matured in June 2021, was approximately $440 million at January 31, 2021. The estimated fair value of our 2021 Notes was approximately $330 million at January 31, 2022. The estimated fair values of the 2014 Notes and 2021 Notes were determined based on quoted bid and ask prices in the over-the-counter market in which the 2014 Notes and 2021 Notes traded. We consider these inputs to be within Level 2 of the fair value hierarchy. Assets and Liabilities Not Measured at Fair Value on a Recurring Basis In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. Further details regarding our regular impairment reviews appear in Note 1, “Summary of Significant Accounting Policies”. As of January 31, 2022, the carrying amount of our noncontrolling equity investments in privately-held companies without readily determinable fair values was $5.1 million, of which $4.4 million was remeasured to fair value based on an observable transaction during the year ended January 31, 2022. These investments are included within other assets on the consolidated balance sheets. An unrealized gain of $3.1 million, which adjusted the carrying value of a noncontrolling equity investment based on an observable transaction was recorded in other income (expense), net on the consolidated statement of operations for the year ended January 31, 2022. As of January 31, 2021, the carrying amount of our noncontrolling equity investments in privately-held companies without readily determinable fair values was $2.0 million. There were no observable price changes in |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jan. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes. Foreign Currency Forward Contracts Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Israeli shekel. We also periodically utilize foreign currency forward contracts to manage exposures resulting from forecasted customer collections to be remitted in currencies other than the applicable functional currency, and exposures from cash, cash equivalents and short-term investments denominated in currencies other than the applicable functional currency. These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk. We held outstanding foreign currency forward contracts with notional amounts of $7.4 million and $6.6 million as of January 31, 2022 and 2021, respectively. Interest Rate Swap Agreements In April 2018, we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution to partially mitigate risks associated with the variable interest rate on our 2017 Term Loan for periods following the termination of the 2016 Swap in September 2019, under which we paid interest at a fixed rate of 2.949% and received variable interest of three-month LIBOR (subject to a minimum of 0.00%), on a notional amount of $200.0 million (the “2018 Swap”). The effective date of the 2018 Swap was September 6, 2019, and settlements with the counterparty began on November 1, 2019 and occurred on a quarterly basis. The 2018 Swap had a termination date of June 29, 2024. Prior to May 1, 2020, the 2018 Swap was designated as a cash flow hedge for accounting purposes and as such, changes in its fair value were recognized in accumulated other comprehensive income (loss) in the consolidated balance sheet and were reclassified into the consolidated statement of operations within interest expense in the periods in which the hedged transactions affected earnings. On May 1, 2020, which was an interest rate reset date on our 2017 Term Loan, we selected an interest rate other than three-month LIBOR. As a result, the 2018 Swap, which was designated specifically to hedge three-month LIBOR interest payments, no longer qualified as a cash flow hedge. Subsequent to May 1, 2020, changes in the fair value of the 2018 Swap were accounted for as a component of other income (expense), net. Accumulated deferred losses on the 2018 Swap of $20.4 million, or $16.0 million after taxes, at May 1, 2020 that were previously recorded as a component of accumulated other comprehensive loss, were being reclassified to the consolidated statement of operations as interest expense over the remaining term of the 2018 Swap, as the previously hedged interest payments occurred. On April 13, 2021, we paid $16.5 million to the counterparty to settle the 2018 Swap agreement prior to its June 2024 maturity. Upon settlement, we recorded an unrealized gain of $1.3 million in other income (expense) to adjust the 2018 Swap to its fair value at settlement date and reclassified the remaining $15.7 million of pretax accumulated deferred losses from accumulated other comprehensive loss within stockholders’ equity to other income (expense), net on our consolidated statement of operations for the year ended January 31, 2022. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and netted against income taxes receivable, which are included within prepaid expenses and other current assets on our consolidated balance sheet as of January 31, 2022. Fair Values of Derivative Financial Instruments The fair values of our derivative financial instruments and their classifications in our consolidated balance sheets as of January 31, 2022 and 2021 were as follows: January 31, (in thousands) Balance Sheet Classification 2022 2021 Derivative assets: Foreign currency forward contracts: Designated as cash flow hedges Prepaid expenses and other current assets $ 33 $ 136 Total derivative assets $ 33 $ 136 Derivative liabilities: Foreign currency forward contracts: Designated as cash flow hedges Accrued expenses and other current liabilities $ 91 $ 47 Not designated as hedging instruments Accrued expenses and other current liabilities — 1 Interest rate swap agreements: Not designated as a hedging instrument Accrued expenses and other current liabilities — 4,316 Not designated as a hedging instrument Other liabilities — 13,565 Total derivative liabilities $ 91 $ 17,929 Derivative Financial Instruments in Cash Flow Hedging Relationships The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the consolidated statement of operations for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Net gains (losses) recognized in AOCL: Foreign currency forward contracts $ 85 $ 323 $ 289 Interest rate swap agreement — (7,535) (10,265) $ 85 $ (7,212) $ (9,976) Net (losses) gains reclassified from AOCL to the consolidated statements of operations: Foreign currency forward contracts $ 232 $ 267 $ 64 Interest rate swap agreement (16,669) (4,367) (792) $ (16,437) $ (4,100) $ (728) For information regarding the line item locations of the net (losses) gains on derivative financial instruments reclassified out of AOCL into the consolidated statements of operations, see Note 11, “Stockholders’ Equity”. All of the foreign currency forward contracts underlying the net unrealized gains recorded in our accumulated other comprehensive loss at January 31, 2022 mature within twelve months, and therefore we expect all such gains to be reclassified into earnings within the next twelve months. Derivative Financial Instruments Not Designated as Hedging Instruments (Losses) gains recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended January 31, 2022, 2021, and 2020 were as follows: Classification in Consolidated Statements of Operations Year Ended January 31, (in thousands) 2022 2021 2020 Foreign currency forward contracts Other income (expense), net $ — $ — $ 251 Interest rate swap agreements Other income (expense), net (14,374) (1,267) (48) $ (14,374) $ (1,267) $ 203 |
STOCK-BASED COMPENSATION AND OT
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS Stock-Based Compensation Plans Plan Summaries We issue stock-based incentive awards to eligible employees, directors and consultants, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options (both incentive and non-qualified), and other awards, under the terms of our outstanding stock benefit plans (the “Plans” or “Stock Plans”) and forms of equity award agreements approved by our board of directors. Awards are generally subject to multi-year vesting periods. We recognize compensation expense for awards on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods, reduced by estimated forfeitures. Upon issuance of restricted stock, exercise of stock options, or issuance of shares under the Plans, we generally issue new shares of common stock, but may issue treasury shares. Stock-Based Compensation Plans On June 20, 2019, our stockholders approved the Verint Systems Inc. 2019 Long-Term Stock Incentive Plan (the “2019 Plan”). Upon approval of the 2019 Plan, new awards are no longer permitted under our prior stock-based compensation plan (the “2017 Amended Plan”). Awards outstanding at June 20, 2019 under the 2017 Amended Plan or other previous stock-based compensation plans were not impacted by the approval of the 2019 Plan. Collectively, our stock-based compensation plans are referred to herein as the “Plans”. The 2019 Plan authorizes our board of directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, and performance compensation awards. Subject to adjustment as provided in the 2019 Plan, up to an aggregate of (i) 9,475,000 shares of our common stock plus (ii) the number of shares of our common stock available for issuance under the 2017 Amended Plan as of June 20, 2019, plus (iii) the number of shares of our common stock that become available for issuance as a result of awards made under the 2017 Amended Plan or the 2019 Plan that are forfeited, cancelled, exchanged, or that terminate or expire, may be issued or transferred in connection with awards under the 2019 Plan. Each stock option or stock-settled stock appreciation right granted under the 2019 Plan will reduce the available plan capacity by one share and each other award denominated in shares that is granted under the 2019 Plan will reduce the available plan capacity by 2.38 shares. In March 2021, our board of directors approved an adjustment of the available plan capacity to the 2019 Plan to 14,239,656 shares based on an adjustment ratio of approximately 1.45 as a result of the Spin-Off. Stock-Based Compensation Expense We recognized stock-based compensation expense in the following line items on the consolidated statements of operations for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Component of income before provision for income taxes: Cost of revenue — recurring $ 1,999 $ 1,109 $ 2,100 Cost of revenue — nonrecurring 3,029 2,184 3,316 Research and development, net 7,565 3,918 7,212 Selling, general and administrative 52,672 37,989 52,211 Total stock-based compensation expense 65,265 45,200 64,839 Income tax benefits related to stock-based compensation (before consideration of valuation allowances) 10,615 6,684 7,357 Total stock-based compensation, net of taxes $ 54,650 $ 38,516 $ 57,482 The following table summarizes stock-based compensation expense by type of award for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Restricted stock units and restricted stock awards $ 58,678 $ 47,598 $ 49,475 Stock bonus program and bonus share program 6,568 (2,390) 15,327 Total equity-settled awards 65,246 45,208 64,802 Phantom stock units (cash-settled awards) 19 (8) 37 Total stock-based compensation expense $ 65,265 $ 45,200 $ 64,839 Awards under our stock bonus and bonus share programs are accounted for as liability-classified awards, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of our common stock, which for awards under our stock bonus program is determined using a discounted average price of our common stock. We recorded a $2.5 million net excess tax benefit, a $0.9 million net excess tax deficiency, and a $1.9 million net excess tax benefit resulting from our Stock Plans as a component of income tax expense for the years ended January 31, 2022, 2021, and 2020, respectively. Restricted Stock Units and Performance Stock Units We periodically award RSUs to our directors, officers, and other employees. The fair value of these awards is equivalent to the market value of our common stock on the grant date. RSUs are not shares of our common stock and do not have any of the rights or privileges thereof, including voting or dividend rights. On the applicable vesting date, the holder of an RSU becomes entitled to a share of our common stock. RSUs are subject to certain restrictions and forfeiture provisions prior to vesting. We periodically award PSUs to executive officers and certain employees that vest upon the achievement of specified performance goals or market conditions. We separately recognize compensation expense for each tranche of a PSU award as if it were a separate award with its own vesting date. For certain PSUs, an accounting grant date may be established prior to the requisite service period. Once a performance vesting condition has been defined and communicated, and the requisite service period has begun, our estimate of the fair value of PSUs requires an assessment of the probability that the specified performance criteria will be achieved, which we update at each reporting date and adjust our estimate of the fair value of the PSUs, if necessary. All compensation expense for PSUs with market conditions is recognized if the requisite service period is fulfilled, even if the market condition is not satisfied. RSUs, PSUs, or phantom stock units that are expected to settle with cash payments upon vesting, if any, are reflected as liabilities on our consolidated balance sheets. Such awards were insignificant at January 31, 2022, 2021, and 2020. The following table (“Award Activity Table”) summarizes activity for RSUs, PSUs, and other stock awards that reduce available Plan capacity under the Plans for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, 2022 2021 2020 (in thousands, except grant date fair values) Shares or Units Weighted-Average Grant-Date Fair Value Shares or Units Weighted-Average Grant-Date Fair Value Shares or Units Weighted-Average Grant-Date Fair Value Beginning balance 2,950 $ 35.97 1,879 $ 52.96 1,877 $ 40.98 Granted 1,540 $ 48.01 1,469 $ 47.30 1,157 $ 59.89 Released (1,800) $ 36.14 (1,125) $ 47.53 (1,009) $ 39.76 Forfeited (236) $ 40.23 (206) $ 52.59 (146) $ 45.07 Ending balance 2,454 $ 42.99 2,017 $ 51.90 1,879 $ 52.96 The beginning balance of the outstanding shares for the year ended January 31, 2022 reflects the adjusted shares based on an adjustment ratio of approximately 1.45 as a result of the Spin-Off on February 1, 2021. The related weighted-average grant date fair value for the beginning outstanding shares reflects the adjusted fair value of the awards on the Spin-Off Date. The adjusted shares preserve the same terms and conditions and vesting schedules as the original awards. The beginning balance of the shares and the respective weighted-average grant date fair value for the years ended January 31, 2021 and 2020 reflect the shares and fair values on the original date of grant without adjustment. With respect to our stock bonus program, activity presented in the table above only includes shares earned and released in consideration of the discount provided under that program. Consistent with the provisions of the Plans under which such shares are issued, other shares issued under the stock bonus program are not included in the table above because they do not reduce available plan capacity (since such shares are deemed to be purchased by the grantee at fair value in lieu of receiving an earned cash bonus). Activity presented in the table above includes all shares awarded and released under the bonus share program. Further details appear below under “Stock Bonus Program” and “Bonus Share Program”. Our RSU and PSU awards may include a provision which allows the awards to be settled with cash payments upon vesting, rather than with delivery of common stock, at the discretion of our board of directors. As of January 31, 2022, for such awards that are outstanding, settlement with cash payments was not considered probable, and therefore these awards have been accounted for as equity-classified awards and are included in the table above. In order to achieve an equitable modification of the existing awards following the Spin-Off, we converted unvested awards as of February 1, 2021 by a factor of approximately 1.45, resulting in additional awards being granted to remaining employees denominated solely in Verint common stock. As noted above, a corresponding adjustment was also made to the available capacity under the 2019 Plan. The following table summarizes PSU activity in isolation under the Plans for the years ended January 31, 2022, 2021, and 2020 (these amounts are also included in the Award Activity Table above for 2022, 2021, and 2020): Year Ended January 31, (in thousands) 2022 2021 2020 Beginning balance 743 423 414 Granted 212 297 237 Released (381) (182) (200) Forfeited (27) (27) (28) Ending balance 547 511 423 Consistent with the table above, the beginning balance of the outstanding shares for the year ended January 31, 2022 reflects the adjusted shares based on an adjustment ratio of approximately 1.45 as a result of the Spin-Off on February 1, 2021. The beginning balance of the outstanding shares of the years ended January 31, 2021 and 2020 reflects the number of shares on the date of grant without adjustment. Excluding PSUs, we granted 1,328,000 RSUs during the year ended January 31, 2022. As of January 31, 2022, there was approximately $66.8 million of total unrecognized compensation expense, net of estimated forfeitures, related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 1.4 years. Stock Options We did not grant stock options during the years ended January 31, 2022, 2021, and 2020, and activity from stock options awarded in prior periods was not material during these years. Phantom Stock Units We have periodically issued phantom stock units to certain employees that settle, or are expected to settle, with cash payments upon vesting. Like equity-settled awards, phantom stock units are awarded with vesting conditions and are subject to certain forfeiture provisions prior to vesting. Phantom stock unit activity for the years ended January 31, 2022, 2021, and 2020 was not significant. Adjustment in Connection with the Spin-Off In accordance with the terms of our applicable equity incentive plans, following the completion of the Spin-Off on February 1, 2021, we equitably adjusted the number of shares underlying our remaining unvested awards by a factor of approximately 1.45 based on the ratio of the trading prices of our common stock prior to the Spin-Off to the trading prices of our common stock following the Spin-Off. Stock Bonus Program Our stock bonus program permits eligible employees to receive a portion of their earned bonuses, otherwise payable in cash, in the form of discounted shares of our common stock. Executive officers are eligible to participate in this program to the extent that shares remain available for awards following the enrollment of all other participants. Shares awarded to executive officers with respect to the discount feature of the program are subject to a one-year vesting period. This program is subject to annual funding approval by our board of directors and an annual cap on the number of shares that can be issued. Subject to these limitations, the number of shares to be issued under the program for a given year is determined using a five-day trailing average price of our common stock when the awards are calculated, reduced by a discount determined by the board of directors each year (the “discount”). To the extent that this program is not funded in a given year or the number of shares of common stock needed to fully satisfy employee enrollment exceeds the annual cap, the applicable portion of the employee bonuses will generally revert to being paid in cash. Obligations under this program are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of common stock determined using a discounted average price of our common stock. Shares earned under the program are issued after the end of the performance period, in the subsequent fiscal year. For bonuses in respect of the year ended January 31, 2019, our board of directors approved the use of up to 200,000 shares of common stock, and a discount of 15%, for awards under this program. We issued 97,000 shares in lieu of cash bonuses and 13,000 shares for the discount feature in the year ended January 31, 2020 (in respect of the performance period ended January 31, 2019). For bonuses in respect of the year ended January 31, 2020, our board of directors approved the use of up to 200,000 shares of common stock, and a discount of 15%, for awards under this program. We issued 32,000 shares in lieu of cash bonuses and 3,000 shares for the discount feature in the year ended January 31, 2021 (in respect of the performance period ended January 31, 2020). For bonuses in respect of the year ended January 31, 2021, our board of directors approved the use of up to 200,000 shares of common stock, and a discount of 15%, for awards under this program. However, the program was not used for such performance period and no shares were issued during the year ended January 31, 2022 (in respect of the performance period ended January 31, 2021). For bonuses in respect of the year ended January 31, 2022, our board of directors approved the use of up to 300,000 shares of common stock, and a discount of 15%, for awards under this program. Shares earned under the program will be calculated and issued during the first half of the year ending January 31, 2023. The following table summarizes activity under the stock bonus program during the years ended January 31, 2022, 2021, and 2020 in isolation from other share activity. As noted above, shares issued in a given fiscal year are in respect of the prior fiscal year’s program period. Also, as noted above, shares issued in respect of the discount feature under the program reduce available plan capacity and are included in the Award Activity Table above. Other shares issued under the program do not reduce available plan capacity and are therefore excluded from the Award Activity Table above. Year Ended January 31, (in thousands) 2022 2021 2020 Shares in lieu of cash bonus — granted and released (not included in the Award Activity Table above) — 32 97 Shares in respect of discount (included in the Award Activity Table above): Granted — — 16 Released — 3 13 As noted above, the shares to be issued in respect of the program period ended January 31, 2022 will be calculated and issued during the first half of the year ending January 31, 2023 and are therefore not shown in this table. In March 2022, our board of directors approved up to 200,000 shares of common stock, and a discount of 15%, for awards under our stock bonus program for the performance period ending January 31, 2023. Any shares earned under the program will be issued during the year ending January 31, 2024. Bonus Share Program Under our bonus share program, we may provide discretionary bonuses to employees or pay earned bonuses that are outside the stock bonus program in the form of shares of common stock. Unlike the stock bonus program, there is no enrollment for this program and no discount feature. Similar to the accounting for the stock bonus program, obligations for these bonuses are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known, to be settled with a variable number of shares of common stock. As noted above, all shares issued under this program are included in the Award Activity Table above. Like the stock bonus program, shares awarded under the program are issued after the end of the performance period, in the subsequent fiscal year. For bonuses in respect of the year ended January 31, 2019, our board of directors approved the use of up to 300,000 shares of common stock under this program, minus any shares used under the stock bonus program in respect of the same performance period. Approximately 59,000 shares of common stock were awarded and released under this program during the year ended January 31, 2020 (in respect of the performance period ended January 31, 2019). For bonuses in respect of the year ended January 31, 2020, our board of directors approved the use of up to 305,000 shares of common stock under this program, minus any shares used under the stock bonus program in respect of the same performance period. Approximately 272,000 shares of common stock were awarded and released under this program during the year ended January 31, 2021 (in respect of the performance period ended January 31, 2020). For bonuses in respect of the year ended January 31, 2021, our board of directors approved the use of up to 300,000 shares of common stock under this program, minus any shares used under the stock bonus program in respect of the same performance period. Any shares awarded under this program would have been issued during the first half of the year ended January 31, 2022, however the program was not used, and no shares of common stock were issued during the year ended January 31, 2022 (in respect of the performance period ended January 31, 2021). Bonuses in respect of the year ended January 31, 2021 were paid solely in cash. For bonuses in respect of the year ended January 31, 2022, our board of directors has approved the use of up to 300,000 shares of common stock under this program, minus any shares used under the stock bonus program in respect of the same performance period (the maximum numbers of shares issuable under the stock bonus program and the bonus share program collectively for the performance period ended January 31, 2022 will not exceed 300,000). Any shares awarded under this program will be issued during the first half of the year ending January 31, 2023, however, we do not currently expect to issue any shares under this program in respect of the performance period ended January 31, 2022. For bonuses in respect of the year ended January 31, 2023, in March 2022 our board of directors approved the use of up to 300,000 shares of common stock under this program, minus any shares used under the stock bonus program in respect of the same performance period. Any shares awarded under this program will be issued during the first half of the year ending January 31, 2024. The combined accrued liabilities for the stock bonus program and the bonus share program was $6.5 million at January 31, 2022. Other Benefit Plans 401(k) Plan and Other Retirement Plans We maintain a 401(k) Plan for our full-time employees in the United States. The plan allows eligible employees who attain the age of 21 beginning with the first of the month following their date of hire to elect to contribute up to 60% of their annual compensation, subject to the prescribed maximum amount. We match employee contributions at a rate of 50%, up to a maximum annual matched contribution of $2,000 per employee. Employee contributions are always fully vested, while our matching contributions for each year vest on the last day of the calendar year provided the employee remains employed with us on that day. Our matching contribution expenses for our 401(k) Plan were $2.6 million, $2.6 million, and $2.9 million for the years ended January 31, 2022, 2021, and 2020, respectively. We provide retirement benefits for non-U.S. employees as required by local laws or to a greater extent as we deem appropriate through plans that function similar to 401(k) plans. Funding requirements for programs required by local laws are determined on an individual country and plan basis and are subject to local country practices and market circumstances. Severance Pay We are obligated to make severance payments for the benefit of certain employees of our foreign subsidiaries. Severance payments made to Israeli employees are considered significant compared to all other subsidiaries with severance payment arrangements. Under Israeli law, we are obligated to make severance payments to employees of our Israeli subsidiary, subject to certain conditions. In most cases, our liability for these severance payments is fully provided for by regular deposits to funds administered by insurance providers and by an accrual for the amount of our liability which has not yet been deposited. Severance expenses for our Israeli employees for the years ended January 31, 2022, 2021, and 2020 were $1.3 million, $1.1 million, and $1.1 million, respectively. |
LEASES
LEASES | 12 Months Ended |
Jan. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES We have entered into operating leases primarily for corporate offices, research and development facilities, datacenters, and automobiles. Our finance leases primarily relate to infrastructure equipment. Our leases have remaining lease terms of 1 year to 8 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 to 3 years. As of January 31, 2022 and 2021, assets recorded under finance leases The components of lease expenses for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Operating lease expenses $ 24,241 $ 28,617 $ 26,583 Finance lease expenses: Amortization of right-of-use assets 3,223 2,295 581 Interest on lease liabilities 260 312 204 Total finance lease expenses 3,483 2,607 785 Variable lease expenses 6,344 5,504 5,609 Short-term lease expenses 1,055 584 657 Sublease income (1,804) (966) (908) Total lease expenses $ 33,319 $ 36,346 $ 32,726 During the years ended January 31, 2022 and 2021, we exited certain leased offices primarily due to our workforce operating under remote work environments in certain locations due to the COVID-19 pandemic, which resulted in the recognition of accelerated operating lease costs of $9.8 million and $2.4 million, respectively. Operating lease expenses for the years ended January 31, 2021 and 2020 included $6.9 million and $6.7 million, respectively, of indirect shared facility expenses, which were no longer a component of lease cost subsequent to the completion of the Spin-Off. Other information related to leases was as follows: Year Ended January 31, (dollars in thousands) 2022 2021 2020 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,360 $ 21,243 $ 20,083 Operating cash flows from finance leases 260 312 204 Financing cash flows from finance leases 3,189 2,389 1,930 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,282 $ 7,619 $ 17,843 Finance leases 4,041 903 3,288 Weighted average remaining lease terms Operating leases 3 years 6 years 6 years Finance leases 3 years 3 years 3 years Weighted average discount rates Operating leases 4.8 % 5.8 % 5.7 % Finance leases 3.8 % 4.0 % 5.1 % Maturities of lease liabilities as of January 31, 2022 were as follows: January 31, 2022 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2023 $ 26,526 $ 2,804 2024 9,808 2,017 2025 8,221 1,418 2026 5,056 550 2027 4,312 19 Thereafter 5,423 — Total future minimum lease payments 59,346 6,808 Less: imputed interest (6,338) (348) Total $ 53,008 $ 6,460 Reported as of January 31, 2022: Accrued expenses and other current liabilities $ 24,551 $ 2,629 Operating lease liabilities 28,457 — Other liabilities — 3,831 Total $ 53,008 $ 6,460 As of January 31, 2022, we have additional operating leases for office facilities, equipment, and vehicles that have not yet commenced with future lease obligations of $2.4 million. These operating leases will commence in the year ending January 31, 2023 with lease terms of 3 years to 4 years. |
LEASES | LEASES We have entered into operating leases primarily for corporate offices, research and development facilities, datacenters, and automobiles. Our finance leases primarily relate to infrastructure equipment. Our leases have remaining lease terms of 1 year to 8 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 to 3 years. As of January 31, 2022 and 2021, assets recorded under finance leases The components of lease expenses for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Operating lease expenses $ 24,241 $ 28,617 $ 26,583 Finance lease expenses: Amortization of right-of-use assets 3,223 2,295 581 Interest on lease liabilities 260 312 204 Total finance lease expenses 3,483 2,607 785 Variable lease expenses 6,344 5,504 5,609 Short-term lease expenses 1,055 584 657 Sublease income (1,804) (966) (908) Total lease expenses $ 33,319 $ 36,346 $ 32,726 During the years ended January 31, 2022 and 2021, we exited certain leased offices primarily due to our workforce operating under remote work environments in certain locations due to the COVID-19 pandemic, which resulted in the recognition of accelerated operating lease costs of $9.8 million and $2.4 million, respectively. Operating lease expenses for the years ended January 31, 2021 and 2020 included $6.9 million and $6.7 million, respectively, of indirect shared facility expenses, which were no longer a component of lease cost subsequent to the completion of the Spin-Off. Other information related to leases was as follows: Year Ended January 31, (dollars in thousands) 2022 2021 2020 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,360 $ 21,243 $ 20,083 Operating cash flows from finance leases 260 312 204 Financing cash flows from finance leases 3,189 2,389 1,930 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,282 $ 7,619 $ 17,843 Finance leases 4,041 903 3,288 Weighted average remaining lease terms Operating leases 3 years 6 years 6 years Finance leases 3 years 3 years 3 years Weighted average discount rates Operating leases 4.8 % 5.8 % 5.7 % Finance leases 3.8 % 4.0 % 5.1 % Maturities of lease liabilities as of January 31, 2022 were as follows: January 31, 2022 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2023 $ 26,526 $ 2,804 2024 9,808 2,017 2025 8,221 1,418 2026 5,056 550 2027 4,312 19 Thereafter 5,423 — Total future minimum lease payments 59,346 6,808 Less: imputed interest (6,338) (348) Total $ 53,008 $ 6,460 Reported as of January 31, 2022: Accrued expenses and other current liabilities $ 24,551 $ 2,629 Operating lease liabilities 28,457 — Other liabilities — 3,831 Total $ 53,008 $ 6,460 As of January 31, 2022, we have additional operating leases for office facilities, equipment, and vehicles that have not yet commenced with future lease obligations of $2.4 million. These operating leases will commence in the year ending January 31, 2023 with lease terms of 3 years to 4 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Unconditional Purchase Obligations In the ordinary course of business, we enter into certain unconditional purchase obligations, which are agreements to purchase goods or services that are enforceable, legally binding, and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on current needs and are typically fulfilled by our vendors within a relatively short time horizon. As of January 31, 2022, our unconditional purchase obligations totaled approximately $240.3 million. Licenses and Royalties We license certain technology and pay royalties under such licenses and other agreements entered into in connection with research and development activities. Historically, we have received non-refundable grants from the Israeli Innovation Authority (“IIA”) that funded a portion of our research and development expenditures. The Israeli law under which the IIA grants are made limits our ability to manufacture products, or transfer technologies, developed using these grants outside of Israel. If we were to seek approval to manufacture products, or transfer technologies, developed using these grants outside of Israel, we could be subject to additional royalty requirements or be required to pay certain redemption fees. If we were to violate these restrictions, we could be required to refund any grants previously received, together with interest and penalties, and may be subject to criminal penalties. Funds received from the IIA were recorded as a reduction to research and development expenses and amounts received were not material during the years ended January 31, 2022, 2021 and 2020. Off-Balance Sheet Risk In the normal course of business, we provide certain customers with financial performance guarantees, which are generally backed by standby letters of credit or surety bonds. In general, we would only be liable for the amounts of these guarantees in the event that our nonperformance permits termination of the related contract by our customer, which we believe is remote. At January 31, 2022, we had approximately $1.5 million of outstanding letters of credit and surety bonds relating primarily to these performance guarantees. As of January 31, 2022, we believe we were in compliance with our performance obligations under all contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. Our historical non-compliance with our performance obligations has been insignificant. Indemnifications In the normal course of business, we provide indemnifications of varying scopes to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations. To the extent permitted under Delaware law or other applicable law, we indemnify our directors, officers, employees, and agents against claims they may become subject to by virtue of serving in such capacities for us. We also have contractual indemnification agreements with our directors, officers, and certain senior executives. The maximum amount of future payments we could be required to make under these indemnification arrangements and agreements is potentially unlimited; however, we have insurance coverage that limits our exposure and enables us to recover a portion of any future amounts paid. We are not able to estimate the fair value of these indemnification arrangements and agreements in excess of applicable insurance coverage, if any. Legal Proceedings CTI Litigation In March 2009, one of our former employees, Ms. Orit Deutsch, commenced legal actions in Israel against our former primary Israeli subsidiary, Cognyte Technologies Ltd. (formerly known as Verint Systems Limited or “VSL”) (Case Number 4186/09) and against our former affiliate CTI (Case Number 1335/09). Also, in March 2009, a former employee of Comverse Limited (CTI’s primary Israeli subsidiary at the time), Ms. Roni Katriel, commenced similar legal actions in Israel against Comverse Limited (Case Number 3444/09). In these actions, the plaintiffs generally sought to certify class action suits against the defendants on behalf of current and former employees of VSL and Comverse Limited who had been granted stock options in Verint and/or CTI and who were allegedly damaged as a result of a suspension on option exercises during an extended filing delay period that is discussed in our and CTI’s historical public filings. On June 7, 2012, the Tel Aviv District Court, where the cases had been filed or transferred, allowed the plaintiffs to consolidate and amend their complaints against the three defendants: VSL, CTI, and Comverse Limited. On October 31, 2012, CTI distributed all of the outstanding shares of common stock of Comverse, Inc., its principal operating subsidiary and parent company of Comverse Limited, to CTI’s shareholders (the “Comverse Share Distribution”). In the period leading up to the Comverse Share Distribution, CTI either sold or transferred substantially all of its business operations and assets (other than its equity ownership interests in Verint and in its then-subsidiary, Comverse, Inc.) to Comverse, Inc. or to unaffiliated third parties. As the result of these transactions, Comverse, Inc. became an independent company and ceased to be affiliated with CTI, and CTI ceased to have any material assets other than its equity interests in Verint. Prior to the completion of the Comverse Share Distribution, the plaintiffs sought to compel CTI to set aside up to $150.0 million in assets to secure any future judgment, but the District Court did not rule on this motion. In February 2017, Mavenir Inc. became successor-in-interest to Comverse, Inc. On February 4, 2013, Verint acquired the remaining CTI shell company in a merger transaction (the “CTI Merger”). As a result of the CTI Merger, Verint assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the foregoing legal actions. However, under the terms of a Distribution Agreement entered into in connection with the Comverse Share Distribution, we, as successor to CTI, are entitled to indemnification from Comverse, Inc. (now Mavenir) for any losses we may suffer in our capacity as successor to CTI related to the foregoing legal actions. Following an unsuccessful mediation process, on August 28, 2016, the District Court (i) denied the plaintiffs’ motion to certify the suit as a class action with respect to all claims relating to Verint stock options, (ii) dismissed the motion to certify the suit against VSL and Comverse Limited, and (iii) approved the plaintiffs’ motion to certify the suit as a class action against CTI with respect to claims of current or former employees of Comverse Limited (now part of Mavenir) or of VSL who held unexercised CTI stock options at the time CTI suspended option exercises. The court also ruled that the merits of the case would be evaluated under New York law. As a result of this ruling (which excluded claims related to Verint stock options from the case), one of the original plaintiffs in the case, Ms. Deutsch, was replaced by a new representative plaintiff, Mr. David Vaaknin. CTI appealed portions of the District Court’s ruling to the Israeli Supreme Court. On August 8, 2017, the Israeli Supreme Court partially allowed CTI’s appeal and ordered the case to be returned to the District Court to determine whether a cause of action exists under New York law based on the parties’ expert opinions. Following two unsuccessful rounds of mediation in mid to late 2018 and in mid-2019, the proceedings resumed. On April 16, 2020, the District Court accepted plaintiffs’ application to amend the motion to certify a class action and set deadlines for filing amended pleadings by the parties. CTI submitted a motion to appeal the District Court’s decision to the Israeli Supreme Court, as well as a motion to stay the proceedings in the District Court pending the resolution of the appeal. On July 6, 2020, the Israeli Supreme Court granted the motion for a stay. On July 27, 2020, the plaintiffs filed their response on the merits of the motion for leave to appeal. On December 15, 2021, the Israeli Supreme Court rejected CTI’s motion to appeal and the proceedings in the District Court resumed. On February 1, 2021, we completed the Spin-Off. As a result of the Spin-Off, Cognyte is now an independent, publicly traded company. Under the terms of the Separation and Distribution Agreement entered into between Verint and Cognyte, Cognyte has agreed to indemnify Verint for Cognyte’s share of any losses that Verint may suffer related to the foregoing legal actions either in its capacity as successor to CTI, to the extent not indemnified by Mavenir, or due to its former ownership of Cognyte and VSL. Unfair Competition Litigation and Related Investigation On February 14, 2022, Verint Americas Inc., as successor to ForeSee Results, Inc. (“ForeSee”), received negative partial summary judgment decisions in two cases pending against it in the United States District Court for the Eastern District of Michigan. As discussed below, we believe that the court’s decisions were wrongly decided and are contrary to the facts and the law. We are seeking reconsideration of the rulings and will ultimately appeal the rulings if necessary. We believe that the claims asserted by the plaintiffs are without merit. In addition, as explained in our affirmative Delaware litigation, we also believe that by bringing the claims, plaintiffs breached an agreement not to pursue such claims in an improper attempt by them and their founder, Claes Fornell, to extract additional monies from ForeSee. The two Eastern District of Michigan cases are captioned ACSI LLC v. ForeSee Results, Inc. and CFI Group USA LLC v. Verint Americas Inc. The former case was filed on October 24, 2018 against ForeSee Results, Inc. by American Customer Satisfaction Index, LLC (“ACSI LLC”). Case No. 2:18-cv-13319. Verint completed its acquisition of ForeSee on December 19, 2018. In its complaint, ACSI LLC alleged infringement of two federally registered trademarks and common law unfair competition under federal and state law. ACSI LLC asserts that ForeSee, despite cancelling its license to use ACSI LLC’s alleged trademarks in 2013, has continued to use ACSI LLC’s trademarks. The trademark infringement claim was subsequently dismissed, but the common law unfair competition claims have proceeded. The latter case was filed on September 5, 2019 against Verint Americas Inc. (as successor in interest to ForeSee) by CFI Group USA LLC (“CFI”). Case No. 2:19-cv-12602. In its complaint, CFI alleges unfair competition and false advertising under federal and state law, as well as tortious interference with contract. CFI asserts that ForeSee engaged in unfair competition by using ACSI LLC’s trademarks without a license, and that ForeSee engaged in false advertising by mis-describing its customer satisfaction products. ACSI LLC’s and CFI’s complaints seek unspecified damages on their claims. Following discovery, on June 3, 2021, ACSI LLC and CFI moved for partial summary judgment on their claims and ForeSee moved for summary judgment against their claims. On February 14, 2022, the Eastern District of Michigan generally granted ACSI LLC’s and CFI’s motions for partial summary judgment and generally denied ForeSee’s motions for summary judgment. As noted above, ForeSee believes that the court’s decisions were wrongly decided, ignore substantial factual evidence in the record, and are contrary to applicable law. On February 28, 2022, ForeSee moved for reconsideration, and that motion is pending before the court. ForeSee continues to believe that there are substantial defenses to the claims in the ACSI LLC and CFI litigations and intends to continue to defend them vigorously. Verint has also been informed that the U.S. Attorney’s Office for the Eastern District of Michigan’s Civil Division (“USAO”) is conducting a False Claims Act investigation concerning allegations ForeSee and/or Verint failed to provide the federal government the services described in certain government contracts. Verint received a Civil Investigation Demand (“CID”) in connection with this investigation and has provided responses. The False Claims Act contains provisions that allow for private persons to initiate actions by filing claims under seal. We believe that this investigation was initiated in coordination with the Eastern District of Michigan litigation discussed above. Verint continues to work cooperatively with the USAO in its review of this matter. At this point, Verint has not determined that there were any deficiencies in ForeSee’s and/or Verint’s performance of the government contracts. ForeSee also filed affirmative litigation in the Northern District of Georgia (Case No. 1:19-cv-02892, Complaint filed on June 25, 2019) against ACSI LLC’s predecessor in interest. ACSI LLC has now been substituted as the named defendant. In that action, ForeSee seeks cancellation of ACSI LLC’s federally registered trademarks. In response to ASCI LLC’s motion to dismiss the action, on March 15, 2022, the Georgia court issued an order transferring that action to the Eastern District of Michigan. ForeSee has also filed affirmative litigation in the District of Delaware (Case No. 1:21-cv-00674, Complaint filed on May 7, 2021) against ACSI LLC, CFI, Claes Fornell, and CFI Software LLC. Claes Fornell founded both ACSI LLC and CFI, and previously co-founded ForeSee before selling it in December 2013 for a significant gain. The Delaware action asserts claims against ACSI LLC, CFI, Fornell, and CFI Software for their breach of a “Joinder and Waiver Agreement” entered into in connection with the December 2013 sale in which they represented that they had no claims against ForeSee and in which they released any such claims. The Delaware action alleges that the Eastern District of Michigan litigations effectively represent an improper attempt by Fornell and his affiliates to profit off of ForeSee a second time (first by selling it in 2013 as a law-abiding company, only to sue it in 2018 and 2019 claiming violations of law for business practices that began while Fornell owned a significant position in ForeSee (via CFI Software) and during the time that Fornell served as chairman of ForeSee’s board). The Delaware action also asserts fraud claims against Fornell and CFI Software for affirmative statements they made in the December 2013 merger agreement which effectuated the sale and in other contemporaneous materials that ForeSee was not engaging in unfair competition or other violations of law. The Delaware litigation seeks as damages any amounts recovered by ACSI LLC, CFI or the USAO in the proceedings discussed above, as well as attorneys’ fees. Defendants moved to dismiss, stay or transfer the Delaware litigation, and the magistrate judge assigned to the case denied the motions to dismiss and transfer but recommended temporarily staying the case pending decisions on the motions for summary judgment in the Eastern District of Michigan. ForeSee objected to the recommended stay, and those objections are currently pending before the Delaware court. No amounts have been recognized in our consolidated financial statements for these loss contingencies as it is not probable a loss has been incurred and the range of a possible loss is not yet estimable. However, in light of the recent rulings by the court in the Eastern District of Michigan, we consider the potential exposure reasonably possible. An estimate of a reasonably possible loss (or a range of loss) cannot be made in either the commercial litigation or False Claims Act investigation at this time. As these matters are ongoing it is at least reasonably possible that our estimates will change in the near term and the effect may be material. We are a party to other various litigation matters and claims that arise from time to time in the ordinary course of our business. While we believe that the ultimate outcome of any such current matters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our financial position, liquidity, or results of operations. |
SEGMENT, GEOGRAPHIC, AND SIGNIF
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | 12 Months Ended |
Jan. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker, or CODM, or decision making group, in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is our CODM. Prior to the Spin-Off, we had two reportable segments—Customer Engagement and Cyber Intelligence. Upon completion of the Spin-Off, we began operating as a pure-play customer engagement company that operates as a single reporting segment as our CODM reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Geographic Information Revenue by major geographic region is based upon the geographic location of the customers who purchase our products and services. The geographic locations of distributors, resellers, and systems integrators who purchase and resell our products may be different from the geographic locations of end customers. Revenue in the Americas includes the United States, Canada, Mexico, Brazil, and other countries in the Americas. Revenue in Europe, the Middle East and Africa (“EMEA”) includes the United Kingdom, Germany, Israel, and other countries in EMEA. Revenue in the Asia-Pacific (“APAC”) region includes Australia, India, and other Asia-Pacific countries. The information below summarizes revenue from unaffiliated customers by geographic area for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Americas: United States $ 552,680 $ 515,480 $ 539,586 Other 48,043 54,470 49,489 Total Americas 600,723 569,950 589,075 EMEA: United Kingdom 100,606 100,855 100,107 Other 79,560 72,361 68,835 Total EMEA 180,166 173,216 168,942 APAC 93,620 87,081 88,508 Total revenue $ 874,509 $ 830,247 $ 846,525 Our long-lived assets primarily consist of net property and equipment, operating lease right-of-use assets, goodwill and other intangible assets, and deferred income taxes. We believe that our tangible long-lived assets, which consist of our net property and equipment, are exposed to greater geographic area risks and uncertainties than intangible assets, operating lease right of use assets, and long-term cost deferrals, because these tangible assets are difficult to move and are relatively illiquid. Property and equipment, net by geographic area consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 United States $ 50,241 $ 51,537 United Kingdom 9,225 11,345 Other countries 4,624 6,208 Total property and equipment, net $ 64,090 $ 69,090 Significant Customers No end-customer represented more than 10% of our total revenue during the years ended January 31, 2022, 2021, and 2020. In the year ended January 31, 2021, we had an authorized global reseller of our solutions that represented approximately 10% of our total revenue, but did not represent 10% or greater of our total revenue for the years ended January 31, 2022 or 2020. |
SELECTED QUARTERLY FINANCIAL IN
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Jan. 31, 2022 | |
Selected Quarterly Financial Information [Abstract] | |
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)Summarized condensed quarterly financial information for the years ended January 31, 2022 and 2021 appears in the following tables: Three Months Ended (in thousands, except per share data) April 30, 2021 July 31, 2021 October 31, 2021 January 31, 2022 Revenue $ 200,904 $ 214,617 $ 224,820 $ 234,168 Gross profit $ 128,564 $ 142,050 $ 152,736 $ 152,587 Income from continuing operations before provision for income taxes $ 1,022 $ 9,517 $ 22,850 $ 6,115 Net income (loss) from continuing operations $ 1,094 $ 5,316 $ 13,501 $ (4,260) Net income (loss) attributable to Verint Systems Inc. $ 799 $ 5,000 $ 13,237 $ (4,623) Net (loss) income attributable to Verint Systems Inc. common shares $ (2,523) $ (200) $ 8,037 $ (9,823) Net (loss) income from continuing operations attributable to Verint Systems Inc. common shares Basic $ (0.04) $ — $ 0.12 $ (0.15) Diluted $ (0.04) $ — $ 0.12 $ (0.15) Three Months Ended (in thousands, except per share data) April 30, 2020 July 31, 2020 October 31, 2020 January 31, 2021 Revenue $ 185,865 $ 204,080 $ 215,222 $ 225,080 Gross profit $ 114,962 $ 137,179 $ 141,350 $ 149,205 Loss from continuing operations before provision for income taxes $ (14,071) $ (1,025) $ (1,017) $ (25,551) Net loss from continuing operations $ (14,418) $ (9,370) $ (2,101) $ (22,712) Net (loss) income attributable to Verint Systems Inc. $ (6,014) $ 8,494 $ 10,175 $ (19,922) Net loss from continuing operations attributable to Verint Systems Inc. common shares $ (14,658) $ (12,181) $ (5,068) $ (25,403) Net income from discontinued operations attributable to Verint Systems Inc. common shares $ 8,644 $ 18,191 $ 12,585 $ 2,967 Net loss per common share attributable to Verint Systems Inc. from continuing operations Basic $ (0.23) $ (0.19) $ (0.08) $ (0.39) Diluted $ (0.23) $ (0.18) $ (0.08) $ (0.39) Net income per common share attributable to Verint Systems Inc. from discontinued operations Basic $ 0.14 $ 0.28 $ 0.19 $ 0.05 Diluted $ 0.14 $ 0.27 $ 0.19 $ 0.05 Net (loss) income per common share attributable to Verint Systems Inc. is computed independently for each quarterly period and for the year. Therefore, the sum of quarterly net (loss) income per common share amounts may not equal the amounts reported for the years. As a result of the Spin-Off, the statement of operations, balance sheets, and related financial information reflect Cognyte’s operations, assets and liabilities as discontinued operations. Please refer to Note 2, “Discontinued Operations” for a more detailed discussion of the Spin-Off. The quarterly operating results for the year ended January 31, 2022 did not include any material unusual or infrequently occurring items. Net loss from continuing operations attributable to Verint Sy stems Inc. common shares for the three months ended January 31, 2021 reflects a non-cash Future Tranche Right charge of $33.3 million. Please refer to Note 10, “Convertible Preferred Stock” and Note 14, “Fair Value Measurements” for additional information regarding the Future Tranche Right. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Jan. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On December 2, 2021, we announced that our board of directors had authorized a new stock repurchase program for the fiscal year ending January 31, 2023 whereby we may repurchase up to 1.5 million shares of common stock to offset dilution from our equity compensation program for such fiscal year. Subsequent to January 31, 2022, through the date of filing this report, we repurchased 1.5 million shares of our common stock for an aggregate purchase price of $78.2 million at an average price of $52.11 per share under our stock repurchase program. Repurchases were financed with available cash in the United States. On March 22, 2022, our board of directors authorized an additional 500,000 shares of common stock to be repurchased under this program. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our consolidated balance sheet, but separately from our stockholders’ equity. On January 31, 2022, we exercised the option to acquire the noncontrolling interests in two majority owned subsidiaries. Prior to the exercise, we accounted for the option as an in-substance investment in the noncontrolling common stock of each such subsidiary. We included the fair value of the option within accrued expenses and other current liabilities and did not recognize noncontrolling interests in these subsidiaries. Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. In light of the currently unknown extent and duration of the COVID-19 pandemic, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply to certain of our significant accounting policies. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of January 31, 2022 and through the date of this report. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Reclassifications | Reclassifications Following the Spin-Off, we began to operate as a pure-play customer engagement company and determined that presenting our revenue and cost of revenue as recurring and nonrecurring would be a more meaningful representation of the nature of our offerings, provide greater transparency and clarity to users of the financial statements, and is more consistent with industry practice and internal reporting. Accordingly, prior period amounts have been reclassified to conform to the current period presentation in our consolidated financial statements and the accompanying notes. For a description of the types of revenue included in each category, see Note 3, “Revenue Recognition”. |
Restricted Cash and Cash Equivalents, and Restricted Bank Time Deposits | Restricted Cash and Cash Equivalents, and Restricted Bank Time Deposits Restricted cash and cash equivalents, and restricted bank time deposits are pledged as collateral or otherwise restricted as to use for vendor payables, general liability insurance, workers’ compensation insurance, warranty programs, and other obligations. |
Investments | InvestmentsOur investments generally consist of bank time deposits, and marketable debt securities of corporations, the U.S. government, and agencies of the U.S. government, all with remaining maturities in excess of 90 days at the time of purchase. We held no marketable debt securities at January 31, 2022 and 2021. Investments with maturities in excess of one year are included in other assets. |
Accounts Receivable, Net | Accounts Receivable, NetTrade accounts receivable are comprised of invoiced amounts due from customers for which we have an unconditional right to collect and are not interest-bearing. Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, bank time deposits, short-term investments, trade accounts receivable, and contract assets. We invest our cash in bank accounts, certificates of deposit, and money market accounts with major financial institutions, in U.S. government and agency obligations, and in debt securities of corporations. By policy, we seek to limit credit exposure on investments through diversification and by restricting our investments to highly rated securities. |
Allowance for Credit Losses | Allowance for Credit Losses We adopted Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments on February 1, 2020 . ASU No. 2016-13 requires us to make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables over the lifetime of the receivables. Our allowance for expected credit losses is estimated based on an analysis of the aging of our accounts receivable and contract assets, historical write-offs, customer payment patterns, individual customer creditworthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. We write-off an account receivable and charge it against its recorded allowance at the point when it is considered uncollectible. We assess the adequacy of the allowance for credit losses on a quarterly basis. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average method of inventory accounting. The valuation of our inventories requires us to make estimates regarding excess or obsolete inventories, |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method based over the estimated useful lives of the assets. The vast majority of equipment, furniture and other is depreciated over periods ranging from three years to seven years. Software is typically depreciated over periods ranging from three years to four years. Buildings are depreciated over periods ranging from ten years to twenty-five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Finance leased assets are amortized over the related lease term. The cost of maintenance and repairs of property and equipment is charged to operations as incurred. When assets are retired or disposed of, the cost and accumulated depreciation or amortization thereon are removed from the consolidated balance sheet and any resulting gain or loss is recognized in the consolidated statement of operations. |
Business Segment Information | Business Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. |
Goodwill and Other Acquired Intangible Assets | Goodwill and Other Acquired Intangible Assets For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. Subsequent to the Spin-Off of Cognyte on February 1, 2021, we became a pure-play customer engagement company that operates as a single reporting unit. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we elect to bypass a qualitative assessment, or if our qualitative assessment indicates that goodwill impairment is more likely than not, we perform quantitative impairment testing. If our quantitative testing determines that the carrying value of the reporting unit exceeds its fair value, goodwill impairment is recognized in an amount equal to that excess, limited to the total goodwill allocated to the reporting unit. We utilize some or all of three primary approaches to assess the fair value of a reporting unit: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using valuation multiples of comparable companies, and (c) a transaction-based approach, using valuation multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of our reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the comparable public company and the comparable market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts. The valuation methodology to determine the fair value of the reporting units is sensitive to management's forecasts of future revenue, profitability and market conditions. In addition, the extent to which the COVID-19 pandemic may adversely impact our business depends on future developments, which are uncertain and unpredictable, depending upon the severity and duration of the outbreak, and the effectiveness of actions taken globally to contain or mitigate its effects. Any resulting financial impact cannot be estimated reasonably at this time but may adversely affect our business and financial results. If there were an adverse change in facts and circumstances, then an impairment charge may be necessary in the future. Should the fair value of our reporting unit fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary. We monitor our reporting unit to determine if there is an indicator of potential impairment. Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of 10 years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. The acquired identifiable finite-lived intangible assets are being amortized primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. |
Fair Value Measurements | Fair Value Measurements Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This fair value hierarchy consists of three levels of inputs that may be used to measure fair value: • Level 1: quoted prices in active markets for identical assets or liabilities; • Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: unobservable inputs that are supported by little or no market activity. We review the fair value hierarchy classification of our applicable assets and liabilities at each reporting period. Changes in the observability of valuation inputs may result in transfers within the fair value measurement hierarchy. Please refer to Note 14, “Fair Value Measurements”, for further discussion regarding transfers between levels of the fair value measurement hierarchy. |
Fair Values of Financial Instruments | Fair Values of Financial InstrumentsOur recorded amounts of cash and cash equivalents, restricted cash and cash equivalents, and restricted bank time deposits, accounts receivable, contract assets, investments, and accounts payable approximate fair value, due to the short-term nature of these instruments. We measure certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. |
Derivative Financial Instruments | Derivative Financial Instruments As part of our risk management strategy, when considered appropriate, we use derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. Our intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, we do not enter into speculative positions with derivative instruments. We record all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. The counterparties to our derivative financial instruments consist of several major international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following five steps: 1) Identify the contract(s) with a customer A contract with a customer exists when (i) we enter into an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or in the case of a new customer, published credit and financial information pertaining to the customer. Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Multiple contracts with a single counterparty entered into at the same time are evaluated to determine if the contracts should be combined and accounted for as a single contract. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we must apply judgment to determine whether promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Generally, our contracts do not include non-distinct goods or services. 3) Determine the transaction price The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We assess the timing of transfer of goods and services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less, which is the case in the majority of our customer contracts. The primary purpose of our invoicing terms is not to receive or provide financing from or to customers. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price, if we assessed that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Typically, our contracts do not provide our customers with any right of return or refund, and we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund. 4) Allocate the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct goods or services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, we must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. We allocate the variable amount to one or more distinct performance obligations but not all or to one or more distinct services that forms a part of a single performance obligation, when the payment terms of the variable amount relate solely to our efforts to satisfy that distinct performance obligation and it results in an allocation that is consistent with the overall allocation objective of ASU No. 2014-09. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. We determine standalone selling price (“SSP”) based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we estimate the SSP taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation. 5) Recognize revenue when (or as) the entity satisfies a performance obligation We satisfy performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In the case of contracts that include customer acceptance criteria, revenue is not recognized until we can objectively conclude that the product or service meets the agreed-upon specifications in the contract. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to our customers. Revenue is measured based on consideration specified in a contract with a customer, and excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer. Shipping and handling activities that are billed to the customer and occur after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of revenue. Historically, these expenses have not been material. Nature of Goods and Services We derive and report our revenue in two categories: (a) recurring revenue, which includes bundled SaaS, unbundled SaaS, hosting services, optional managed services, initial and renewal support revenue, and product warranties, and (b) nonrecurring revenue, which primarily consists of perpetual licenses, hardware, installation services, and business advisory consulting and training services. Our bundled SaaS contracts are typically comprised of a right to access our software, maintenance, hosting fees and standard managed services. We do not provide the customer with the contractual right to take possession of the software at any time during the hosting period under these contracts. The customer can only benefit from the SaaS license, maintenance and standard managed services when combined with the hosting service as the hosting service is the only way for the customer to access the software and benefit from the maintenance and managed services. Accordingly, each of the license, maintenance, hosting and standard managed services is not considered a distinct performance obligation in the context of the contract, and are combined into a single performance obligation (“bundled SaaS services”) and recognized ratably over the contract period. Our bundled SaaS customer contracts can consist of fixed, variable, and usage-based fees. Typically, we invoice fees at the outset of the contract, though quarterly or monthly billing terms are included in certain contracts. Certain bundled SaaS contracts include a nonrefundable upfront fee for setup services, which are not distinct from the bundled SaaS services. Non-distinct setup services represent an advanced payment for future bundled SaaS services, and are recognized as revenue when those bundled SaaS services are satisfied, unless the nonrefundable fee is considered to be a material right, in which case the nonrefundable fee is recognized over the expected benefit period, which includes anticipated renewals. We determine SSP for our bundled SaaS services based on the price at which the performance obligation is sold separately, which is observable through past renewal transactions. We satisfy our bundled SaaS services by providing access to our software over time and processing transactions for usage-based contracts. For non-usage based fees, the period of time over which we perform is commensurate with the contract term because that is the period during which we have an obligation to provide the service. The performance obligation is recognized on a time elapsed basis, by day for which the services are provided. Our software licenses either provide our customers a perpetual right to use our software or, in the case of unbundled SaaS, the right to use our software for only a fixed term, in most cases between a one Professional services revenues primarily consist of fees for deployment and optimization services, as well as training, and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are performed. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to date relative to the total labor hours expected to be required to satisfy the related performance obligation. We determine SSP for our professional services based on the price at which the performance obligation is sold separately, which is observable through past transactions. Customer support revenue is derived from providing remote technical support services, bug fixes and unspecified software updates and upgrades to customers on a when-and-if-available basis. Each of these performance obligations provide benefit to the customer on a standalone basis and are distinct in the context of the contract. Each of these distinct performance obligations represent a stand ready obligation to provide service to a customer, which is concurrently delivered and has the same pattern of transfer to the customer, which is why we account for these support services as a single performance obligation. We recognize support services ratably over the contractual term, which typically is one year for perpetual licenses and one Our solutions are generally sold with a warranty of one year to three years for hardware and 90 days for software. These warranties do not represent an additional performance obligation as services beyond assuring that the software license and hardware complies with agreed-upon specifications are not provided. |
Cost of Revenue | Cost of Revenue Our cost of revenue includes costs of materials, compensation and benefit costs for operations and service personnel, subcontractor costs, royalties and license fees related to third-party software included in our products, cloud infrastructure costs, depreciation of equipment used in operations and service, amortization of capitalized software development costs and certain purchased intangible assets, and related overhead costs. Costs that relate to satisfied (or partially satisfied) performance obligations in customer contracts (i.e. costs that relate to past performance) are expensed as incurred. Please refer to Note 3, “Revenue Recognition” under the heading “Costs to Obtain and Fulfill Contracts” for further details regarding customer contract costs. |
Research and Development, net | Research and Development, net With the exception of certain software development costs, all research and development costs are expensed as incurred, and consist primarily of personnel and consulting costs, travel, depreciation of research and development equipment, and related overhead and other costs associated with research and development activities. |
Software Development Costs | Software Development Costs Costs incurred to acquire or develop software to be sold, leased or otherwise marketed are capitalized after technological feasibility is established, and continue to be capitalized through the general release of the related software product. Amortization of capitalized costs begins in the period in which the related product is available for general release to customers and is recorded on a straight-line basis, which approximates the pattern in which the economic benefits of the capitalized costs are expected to be realized, over the estimated economic lives of the related software products, generally five years. |
Internal-Use Software Development Costs and Cloud Computing Arrangements | Internal-Use Software Development Costs and Cloud Computing Arrangements We expense costs associated with the assessment stage of software development projects. Capitalization begins when the preliminary project stage has been completed and management with the relevant authority authorizes and commits to the funding of the project. These capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related costs for employees who are directly associated with the development of the applications. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance and specified upgrades; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are generally amortized over periods ranging from four years to seven years on a straight-line basis, which best represents the pattern of the software’s use. Capitalized implementation costs related to a service contract will be amortized over the term of the hosting arrangement beginning when the component of the hosting arrangement is ready for its intended use. Periodically, we reassess the useful life considering technology, obsolescence, and other factors. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statement and tax bases of our assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. We are subject to income taxes in the United States and numerous foreign jurisdictions. The calculation of our income tax provision involves the application of complex tax laws and requires significant judgment and estimates. We evaluate the realizability of our deferred tax assets for each jurisdiction in which we operate at each reporting date, and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. We consider all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that our deferred tax assets are not more-likely-than-not realizable, we establish a valuation allowance. We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that we believe is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. Our policy is to include interest (expense and/or income) and penalties related to unrecognized income tax benefits as a component of the provision for income taxes. |
Functional Currencies and Foreign Currency Transaction Gains and Losses | Functional Currencies and Foreign Currency Transaction Gains and Losses The functional currency for most of our foreign subsidiaries is the applicable local currency, although we have some subsidiaries with functional currencies that differ from their local currency, of which the most notable exception is our subsidiary in Israel, whose functional currency is the U.S. dollar. Transactions denominated in currencies other than a functional currency are converted to the functional currency on the transaction date, and any resulting assets or liabilities are further remeasured at each reporting date and at settlement. Gains and losses recognized upon such remeasurements are included within other income (expense), net in the consolidated statements of operations. We recorded net foreign currency losses of $1.6 million for each of the years ended January 31, 2022 and 2021, and net foreign currency gains of $0.7 million for the year ended January 31, 2020. For consolidated reporting purposes, in those instances where a foreign subsidiary has a functional currency other than the U.S. dollar, revenue and expenses are translated into U.S. dollars using average exchange rates for the reporting period, while assets and liabilities are translated into U.S. dollars using period-end rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the award. We recognize the fair value of the award as compensation expense over the period during which an employee is required to provide service in exchange for the award. |
Net Income (Loss) Per Common Share Attributable to Verint Systems Inc. | Net Income (Loss) Per Common Share Attributable to Verint Systems Inc. Basis net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Net income (loss) attributable to common shareholders is computed by deducting both the dividends declared in the period on the Preferred Stock and the dividends accumulated for the period on the Preferred Stock from net income (loss). Shares used in the calculation of basic net income (loss) per common share include vested but unissued shares underlying awards of restricted stock units when all necessary conditions for earning those shares have been satisfied at the award’s vesting date, but exclude unvested shares of restricted stock because they are contingent upon future service conditions. Diluted net income per common share is computed by dividing net income attributable to common and common equivalent shareholders by the total of the weighted-average common stock outstanding and common equivalent shares outstanding during the respective period. The number of common equivalent shares outstanding has been determined in accordance with the if-converted method for the Preferred Stock and the treasury stock method for employee stock options and restricted stock units to the extend they are dilutive. Under the treasury stock method, the exercise price paid by the option holder and future share-based compensation expense that we have not yet recognized are assumed to be used to repurchase shares. Upon conversion of our 0.25% convertible senior notes due April 15, 2026 (the “2021 Notes”), further details for which appear in Note 8, “Long-Term Debt,” we are currently obligated to settle the principal amount of the 2021 Notes in cash upon conversion and as a result, only the amounts payable in excess of the principal amounts of the 2021 Notes, if any, are assumed to be settled with shares of common stock for purposes of computing diluted net income per share. In periods for which we report a net loss, basic net loss per common share and diluted net loss per common share are identical since the effect of potential common shares is anti-dilutive and therefore excluded. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use (“ROU”) assets, and corresponding operating lease liabilities are presented within accrued expenses and other current liabilities (current portions), and as operating lease liabilities (long-term portions), on our consolidated balance sheets. Finance lease assets are included in property and equipment, and corresponding finance lease liabilities are included within accrued expenses and other current liabilities (current portions), and other liabilities (long-term portions), on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the remaining lease payments over the lease term at commencement date. Our leases do not provide an implicit interest rate. We calculate the incremental borrowing rate to reflect the interest rate that we would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term, and consider our historical borrowing activities and market data in this determination. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which we account for as a single lease component. Some of our leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index updates are recorded as rent expense in the period incurred. We have elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of twelve months or less. The effect of short-term leases on our ROU assets and lease liabilities was not material. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, our related party leases and our sublease transactions are de minimis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which affects general principles within Topic 740, Income Taxes. The new guidance simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the tax basis of goodwill after a business combination, and the recognition of deferred tax liabilities for outside basis differences. The new guidance also changes the calculation of the income tax impact of hybrid taxes and the methodology for calculating income taxes in an interim period. We adopted this standard as of February 1, 2021 on either a prospective basis, or through a modified retrospective approach, as required by the standard. There was no cumulative effect adjustment recorded to accumulated deficit as the amount was not material. The effects of this standard on our financial position, results of operations and cash flows were not material. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU No. 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. ASU No. 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share and requires the if-converted method for convertible instruments. We early adopted ASU No. 2020-06 as of February 1, 2021 using the modified retrospective transition method. Prior period financial statements have not been restated upon adoption. Upon adoption of ASU No. 2020-06, we no longer presented the conversion feature of our 1.50% convertible senior notes due June 1, 2021 (the “2014 Notes”), in equity. Instead, we combined the previously separated equity component with the liability component, which prior to maturity of the 2014 Notes, was classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense until the 2014 Notes matured. Accordingly, we recorded a decrease to accumulated deficit of approximately $44.9 million, a decrease to additional paid-in capital of $43.4 million, a decrease to temporary equity of $4.8 million, an increase to current maturities of long-term debt of $4.4 million, a decrease to deferred tax liabilities of $0.9 million, and an increase in debt issuance costs of $0.1 million. There was no impact to earnings per share as a result of the adoption. New Accounting Pronouncements Not Yet Effective In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU No. 2020-04 provides optional expedients and exceptions for applying GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued Update 2021-01, Reference Rate Reform (Topic 848): Scope . The update provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022. A portion of our indebtedness bears interest at variable interest rates, primarily based on euro-dollar LIBOR. We continue to monitor the impact of the discontinuance of LIBOR or another reference rate will have on our contracts, hedging relationships and other transactions. We are currently assessing the impact of this standard on our financial condition and results of operations. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. We do not expect the adoption of ASU No. 2021-04 to have any impact on our consolidated financial statements as the effect will largely depend on the terms of written call options or financings issued or modified in the future. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which will require companies to apply the definition of a performance obligation under ASC Topic 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Activity in Allowance for Credit Losses | The following table summarizes the activity in our allowance for credit losses for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Allowance for credit losses, beginning of year $ 1,609 $ 1,239 $ 866 Cumulative effect of adoption of ASU No. 2016-13 — 577 — Provisions charged to expense 1,242 1,899 1,211 Amounts written off (1,666) (1,931) (1,024) Other, including fluctuations in foreign exchange rates 75 (175) 186 Allowance for credit losses, end of year $ 1,260 $ 1,609 $ 1,239 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the major classes of line items included within discontinued operations in our consolidated statements of operations for the years ended January 31, 2021 and 2020: Year ended January 31, (in thousands) 2021 2020 Revenue $ 443,458 $ 457,109 Cost of revenue 128,043 159,603 Operating expenses 264,132 207,677 Other income, net 6,604 3,041 Income from discontinued operations before benefit from income taxes 57,887 92,870 Provision for income taxes 9,393 10,677 Net income from discontinued operations 48,494 82,193 Net income from discontinued operations attributable to noncontrolling interests 6,107 6,420 Net income from discontinued operations attributable to Verint Systems Inc. common shares $ 42,387 $ 75,773 The following table summarizes the assets and liabilities that were transferred to Cognyte on February 1, 2021 and presented as discontinued operations in our consolidated balance sheet as of January 31, 2021: (in thousands) January 31, 2021 Assets Current Assets: Cash and cash equivalents $ 78,570 Restricted cash and cash equivalents, and restricted bank time deposits 27,042 Short-term investments 4,713 Accounts receivable, net 175,001 Contract assets, net 20,317 Inventories 14,542 Prepaid expenses and other current assets 34,741 Total current assets of discontinued operations 354,926 Property and equipment, net 37,152 Operating lease right-of-use assets 31,040 Goodwill 158,183 Intangible assets, net 5,299 Deferred income taxes 7,202 Other assets 42,076 Total long-term assets of discontinued operations 280,952 Total assets of discontinued operations $ 635,878 Liabilities Current Liabilities: Accounts payable $ 41,512 Accrued expenses and other current liabilities 100,189 Contract liabilities 127,012 Total current liabilities of discontinued operations 268,713 Long-term contract liabilities 22,037 Operating lease liabilities 23,174 Deferred income taxes 3,985 Other liabilities 8,922 Total long-term liabilities of discontinued operations 58,118 Total liabilities of discontinued operations $ 326,831 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides a disaggregation of our recurring and nonrecurring revenue. Recurring revenue is the portion of our revenue that we believe is likely to be renewed in the future. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. • Recurring revenue primarily consists of: ◦ Cloud revenue, which consists primarily of software as a service (“SaaS”) revenue and optional managed services revenue. ▪ SaaS revenue consists predominately of bundled SaaS (software usage rights with standard managed services) and unbundled SaaS (software licensing rights accounted for as term-based licenses whereby customers have a license to our software with related support for a specific period). ▪ Bundled SaaS revenue is recognized over time. ▪ Unbundled SaaS revenue is recognized at a point in time, except for the related support which is recognized over time. Unbundled SaaS contracts are eligible for renewal after the initial fixed term, which in most cases is between a one ◦ Support revenue, which consists of initial and renewal support. • Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, and business advisory consulting and training services. Year Ended January 31, (in thousands) 2022 2021 2020 Recurring revenue Bundled SaaS revenue $ 183,035 $ 145,962 $ 115,925 Unbundled SaaS revenue 139,729 71,990 48,018 Optional managed services revenue 65,648 59,459 56,534 Total cloud revenue 388,412 277,411 220,477 Support revenue 244,717 298,213 313,901 Total recurring revenue 633,129 575,624 534,378 Nonrecurring revenue Perpetual revenue 138,078 141,840 179,882 Professional services revenue 103,302 112,783 132,265 Total nonrecurring revenue 241,380 254,623 312,147 Total revenue $ 874,509 $ 830,247 $ 846,525 |
Schedule of Contracts with Customers - Assets and Liabilities | The following table provides information about accounts receivable, contract assets, and contract liabilities from contracts with customers: January 31, (in thousands) 2022 2021 Accounts receivable, net $ 193,831 $ 206,157 Contract assets, net $ 42,688 $ 36,716 Long-term contract assets, net (included in other assets) $ 30,510 $ 17,210 Contract liabilities $ 271,271 $ 261,033 Long-term contract liabilities $ 15,872 $ 16,502 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table provides information about when we expect to recognize our remaining performance obligations: January 31, (in thousands) 2022 2021 RPO: Expected to be recognized within 1 year $ 447,428 $ 405,714 Expected to be recognized in more than 1 year 274,404 229,951 Total RPO $ 721,832 $ 635,665 |
NET (LOSS) INCOME PER COMMON _2
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Of Calculation Of Basic And Diluted Net Income (Loss) Per Common Share Attributable To Verint Systems Inc. | The following table summarizes the calculation of basic and diluted net (loss) income per common share attributable to Verint Systems Inc. for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands, except per share amounts) 2022 2021 2020 Net income (loss) from continuing operations $ 15,651 $ (48,601) $ (46,510) Net income from discontinued operations — 48,494 82,193 Net income (loss) 15,651 (107) 35,683 Net income attributable to noncontrolling interests from continuing operations 1,238 1,053 579 Net income attributable to noncontrolling interests from discontinued operations — 6,107 6,420 Net income (loss) attributable to Verint Systems Inc. 14,413 (7,267) 28,684 Dividends on preferred stock (18,922) (7,656) — Net (loss) income attributable to Verint Systems Inc. for basic net (loss) income per common share (4,509) (14,923) 28,684 Dilutive effect of dividends on preferred stock — — — Net (loss) income attributable to Verint Systems Inc. for diluted net (loss) income per common share $ (4,509) $ (14,923) $ 28,684 Net (loss) income attributable to Verint Systems Inc. common shares Net loss from continuing operations attributable to Verint Systems Inc. common shares (4,509) (57,310) (47,089) Net income from discontinued operations attributable to Verint Systems Inc. common shares — 42,387 75,773 Weighted-average shares outstanding: Basic 65,591 65,173 66,129 Dilutive effect of employee equity award plans — — — Year Ended January 31, (in thousands, except per share amounts) 2022 2021 2020 Dilutive effect of 2021 Notes — — — Dilutive effect of 2014 Notes — — — Dilutive effect of warrants — — — Dilutive effect of assumed conversion of preferred stock — — — Diluted 65,591 65,173 66,129 Basic net (loss) income per common share attributable to Verint Systems Inc.: Continuing Operations $ (0.07) $ (0.88) $ (0.71) Discontinued Operations — 0.65 1.14 Total basic net (loss) income per common share attributable to Verint Systems Inc. $ (0.07) $ (0.23) $ 0.43 Diluted net (loss) income per common share attributable to Verint Systems Inc.: Continuing operations $ (0.07) $ (0.88) $ (0.71) Discontinued operations — 0.65 1.14 Total diluted net (loss) income per common share attributable to Verint Systems Inc. $ (0.07) $ (0.23) $ 0.43 |
Schedule Of Anti-dilutive Securities | We excluded the following weighted-average potential common shares from the calculations of diluted net (loss) income per common share during the applicable periods because their inclusion would have been anti-dilutive: Year Ended January 31, (in thousands) 2022 2021 2020 Common shares excluded from calculation: Stock options and restricted stock-based awards 1,580 1,337 2,126 2014 Notes 481 6,002 6,205 Warrants 117 6,205 6,205 Series A Preferred Stock 5,498 2,743 — Series B Preferred Stock 3,282 — — |
CASH EQUIVALENTS, AND SHORT-T_2
CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Schedule of Cash, Cash Equivalents and Short-term Investments | The following tables summarize our cash, cash equivalents, and short-term investments as of January 31, 2022 and 2021: January 31, 2022 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 201,769 $ — $ — $ 201,769 Money market funds 127,041 — — 127,041 Commercial paper 29,995 — — 29,995 Total cash and cash equivalents $ 358,805 $ — $ — $ 358,805 Short-term investments: Bank time deposits $ 765 $ — $ — $ 765 Total short-term investments $ 765 $ — $ — $ 765 January 31, 2021 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 243,183 $ — $ — $ 243,183 Money market funds 342,090 — — 342,090 Total cash and cash equivalents $ 585,273 $ — $ — $ 585,273 Short-term investments: Bank time deposits $ 46,300 $ — $ — $ 46,300 Total short-term investments $ 46,300 $ — $ — $ 46,300 |
BUSINESS COMBINATIONS AND DIV_2
BUSINESS COMBINATIONS AND DIVESTITURES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocations | The following table sets forth the components and the allocation of the purchase price for our acquisition of Conversocial: (in thousands) Amount Components of Purchase Price: Cash $ 53,409 Other purchase price adjustments (190) Total purchase price $ 53,219 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable $ 1,694 Other current assets, including cash acquired 5,302 Other assets 511 Current and other liabilities (1,945) Contract liabilities - current and long-term (3,410) Deferred income taxes (407) Net tangible assets 1,745 Identifiable intangible assets: Customer relationships 9,800 Developed technology 9,900 Trademarks and trade names 200 Total identifiable intangible assets 19,900 Goodwill 31,574 Total purchase price allocation $ 53,219 The following table sets forth the components and the allocations of the combined purchase prices for the business combinations completed during the year ended January 31, 2020, including adjustments identified subsequent to the valuation date, none of which were material: (in thousands) Amount Components of Purchase Prices: Cash $ 57,355 Fair value of contingent consideration 8,230 Other purchase price adjustments 281 Total purchase prices $ 65,866 Allocation of Purchase Prices: Net tangible assets (liabilities): Accounts receivable $ 1,790 Other current assets, including cash acquired 6,590 Other assets 3,799 Current and other liabilities (5,428) Contract liabilities - current and long-term (3,240) Deferred income taxes (2,719) Net tangible assets 792 Identifiable intangible assets: Customer relationships 11,847 Developed technology 13,083 Trademarks and trade names 1,000 Total identifiable intangible assets 25,930 Goodwill 39,144 Total purchase prices allocation $ 65,866 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquisition-Related Intangible Assets | Acquisition-related intangible assets, excluding certain intangible assets previously acquired that were fully amortized and removed from our consolidated balance sheets, consisted of the following as of January 31, 2022 and 2021: January 31, 2022 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 467,408 $ (375,827) $ 91,581 Acquired technology 229,501 (203,895) 25,606 Trade names 5,677 (4,610) 1,067 Distribution network 2,440 (2,440) — Total intangible assets $ 705,026 $ (586,772) $ 118,254 January 31, 2021 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 464,586 $ (356,064) $ 108,522 Acquired technology 222,040 (189,687) 32,353 Trade names 9,424 (6,555) 2,869 Distribution network 2,440 (2,440) — Total intangible assets $ 698,490 $ (554,746) $ 143,744 |
Schedule of Estimated Future Amortization Expense on Finite-lived Acquisition-related Intangible Assets | Estimated future amortization expense on finite-lived acquisition-related intangible assets is as follows: (in thousands) Years Ending January 31, Amount 2023 $ 40,479 2024 31,359 2025 14,978 2026 13,681 2027 9,733 Thereafter 8,024 Total $ 118,254 |
Schedule of Goodwill Activity | Goodwill activity for the years ended January 31, 2022, and 2021 was as follows: (in thousands) Total Year Ended January 31, 2021: Goodwill, gross, at January 31, 2020 $ 1,367,111 Accumulated impairment losses through January 31, 2020 (56,043) Goodwill, net, at January 31, 2020 1,311,068 Foreign currency translation and other 16,339 Goodwill, net, at January 31, 2021 $ 1,327,407 Year Ended January 31, 2022: Goodwill, gross, at January 31, 2021 $ 1,383,450 Accumulated impairment losses through January 31, 2021 (56,043) Goodwill, net, at January 31, 2021 1,327,407 Business combinations 36,006 Foreign currency translation and other (9,992) Goodwill, net, at January 31, 2022 $ 1,353,421 Balance at January 31, 2022 Goodwill, gross, at January 31, 2022 $ 1,409,464 Accumulated impairment losses through January 31, 2022 (56,043) Goodwill, net, at January 31, 2022 $ 1,353,421 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | The following table summarizes our long-term debt at January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 2021 Notes $ 315,000 $ — 2014 Notes — 386,887 2017 Term Loan 100,000 410,125 Less: Unamortized debt discounts and issuance costs (8,046) (7,518) Total debt 406,954 789,494 Less: current maturities — 386,713 Long-term debt $ 406,954 $ 402,781 |
Schedule of Components of Interest Expense | The following table presents the components of interest expense incurred on the 2021 Notes, 2014 Notes, and on borrowings under our 2017 Credit Agreement for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 2021 Notes: Interest expense at 0.25% coupon rate $ 639 $ — $ — Amortization of deferred debt issuance costs 1,416 — — Total Interest Expense - 2021 Notes $ 2,055 $ — $ — 2014 Notes: Interest expense at 1.50% coupon rate $ 1,933 $ 5,887 $ 6,000 Amortization of debt discount — 12,884 12,490 Amortization of deferred debt issuance costs 522 1,215 1,177 Total Interest Expense - 2014 Notes $ 2,455 $ 19,986 $ 19,667 Borrowings under 2017 Credit Agreement: Interest expense at contractual rates $ 3,366 $ 13,018 $ 18,021 Impact of interest rate swap agreement 1,014 4,368 792 Amortization of debt discounts 18 74 68 Amortization of deferred debt issuance costs 930 1,811 1,569 Total Interest Expense - Borrowings under 2017 Credit Agreement $ 5,328 $ 19,271 $ 20,450 |
SUPPLEMENTAL CONSOLIDATED FIN_2
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Raw materials $ 3,001 $ 2,768 Work-in-process 150 26 Finished goods 2,186 2,747 Total inventories $ 5,337 $ 5,541 |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Land and buildings $ 7,994 $ 8,124 Leasehold improvements 18,155 23,153 Software 76,152 61,871 Equipment, furniture, and other 64,363 66,444 Total cost 166,664 159,592 Less: accumulated depreciation and amortization (102,574) (90,502) Total property and equipment, net $ 64,090 $ 69,090 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid and other current assets consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Prepaid expenses $ 22,639 $ 23,125 Other current assets 31,107 19,689 Total prepaid expenses and other current assets $ 53,746 $ 42,814 |
Schedule of Other Assets | Other assets consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Deferred commissions $ 51,714 $ 46,379 Long-term contract assets, net 30,510 17,210 Capitalized software development costs, net 22,483 19,250 Long-term deferred cost of revenue 5,907 6,316 Noncontrolling equity investments 5,146 2,034 Deferred debt issuance costs, net 1,950 1,449 Long-term security deposits 702 567 Long-term restricted cash and time deposits 409 651 Other 7,817 3,368 Total other assets $ 126,638 $ 97,224 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Compensation and benefits $ 86,777 $ 77,942 Operating lease obligations - current portion 24,551 14,230 Taxes other than income taxes 16,313 21,764 Preferred Stock dividends payable 10,400 5,200 Contingent consideration - current portion 7,776 9,595 Professional and consulting fees 3,771 4,996 Income taxes 602 1,514 Fair value of future tranche right — 52,772 Other 18,504 23,504 Total accrued expenses and other current liabilities $ 168,694 $ 211,517 |
Schedule of Other Liabilities | Other liabilities consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Unrecognized tax benefits, including interest and penalties $ 16,345 $ 14,441 Finance lease obligations - long-term portion 3,831 2,969 Derivative financial instruments - long-term portion — 13,565 Contingent consideration - long-term portion — 6,109 Other 1,820 5,635 Total other liabilities $ 21,996 $ 42,719 |
Schedule of Other Income (Expense), Net | Other income (expense), net consisted of the following for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Foreign currency (losses) gains, net $ (1,644) $ (1,584) $ 672 (Losses) gains on derivative financial instruments, net (14,374) (1,267) 204 Change in fair value of future tranche right 15,810 (56,146) — Other, net 5,435 (1,604) (267) Total other income (expense), net $ 5,227 $ (60,601) $ 609 |
Schedule of Supplemental Information Regarding Consolidated Cash Flows | The following table provides supplemental information regarding our consolidated cash flows for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Cash paid for interest $ 9,716 $ 24,612 $ 23,209 Cash payments of income taxes, net $ 42,917 $ 21,476 $ 14,859 Non-cash investing and financing transactions: Liabilities for contingent consideration in business combinations $ 900 $ — $ 8,230 Preferred Stock dividends declared $ 10,400 $ 5,200 $ — Finance leases of property and equipment $ 4,041 $ 903 $ 3,287 Settlement of Future Tranche Right upon issuance of Series B Preferred Stock $ 36,962 $ — $ — Retirement of treasury stock $ 234,999 $ — $ — Settlement of convertible note premium with common stock $ 59,131 $ — $ — Receipt of common stock from the counterparties under the Note Hedges $ 59,651 $ — $ — Accrued but unpaid purchases of property and equipment $ 750 $ 2,731 $ 962 Accrued but unpaid purchases of treasury stock $ — $ — $ 2,846 Leasehold improvements funded by lease incentives $ — $ 119 $ 2,604 Contingent receivable in exchange for sale of subsidiary $ — $ — $ 738 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Components of Accumulated Other Comprehensive Income (Loss) | The following table summarizes changes in the components of our accumulated other comprehensive income (loss) by component for the years ended January 31, 2022 and 2021: (in thousands) Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges Unrealized Losses on Interest Rate Swap Designated as Hedge Foreign Currency Translation Adjustments Total Accumulated other comprehensive income (loss) at January 31, 2020 $ 626 $ (10,528) $ (141,963) $ (151,865) Other comprehensive income (loss) before reclassifications 1,869 (5,916) 17,482 13,435 Amounts reclassified out of accumulated other comprehensive income (loss) from continuing operations 225 (3,413) — (3,188) Amounts reclassified out of accumulated other comprehensive income (loss) from discontinued operations 1,636 — — 1,636 Net other comprehensive income (loss) 8 (2,503) 17,482 14,987 Accumulated other comprehensive income (loss) at January 31, 2021 634 (13,031) (124,481) (136,878) Distribution of Cognyte Software Ltd. (559) — 17,682 17,123 Other comprehensive income (loss) before reclassifications 70 — (11,668) (11,598) Amounts reclassified out of accumulated other comprehensive income (loss) 193 (1,014) — (821) Amounts reclassified upon partial early retirement of the 2017 Term Loan — (12,017) — (12,017) Net other comprehensive (loss) income (682) 13,031 6,014 18,363 Accumulated other comprehensive loss at January 31, 2022 $ (48) $ — $ (118,467) $ (118,515) |
Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) | The amounts reclassified out of accumulated other comprehensive income (loss) into the consolidated statement of operations, with presentation location, for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, Financial Statement Location (in thousands) 2022 2021 2020 Unrealized gains (losses) on derivative financial instruments: Foreign currency forward contracts $ 1 $ 1 $ (3) Cost of recurring revenue 24 28 5 Cost of nonrecurring revenue 142 182 42 Research and development, net 65 56 20 Selling, general and administrative 232 267 64 Total, before income taxes (39) (42) (6) Provision for income taxes $ 193 $ 225 $ 58 Total, net of income taxes Interest rate swap agreement $ (1,014) $ (4,367) $ (792) Interest expense (15,655) — — Other income (expense), net (16,669) (4,367) (792) Total, before income taxes 3,638 954 175 Benefit from income taxes $ (13,031) $ (3,413) $ (617) Total, net of income taxes |
RESEARCH AND DEVELOPMENT, NET (
RESEARCH AND DEVELOPMENT, NET (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Research and Development [Abstract] | |
Activity of Capitalized Software Development Costs | Activity for our capitalized software development costs for the years ended January 31, 2022, 2021, and 2020 was as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Capitalized software development costs, net, beginning of year $ 19,250 $ 15,351 $ 7,266 Software development costs capitalized during the year 7,560 7,312 9,584 Amortization of capitalized software development costs (4,247) (3,304) (1,538) Write-offs of capitalized software development costs — (129) — Foreign currency translation and other (80) 20 39 Capitalized software development costs, net, end of year $ 22,483 $ 19,250 $ 15,351 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Provision for Income Taxes | The components of income (loss) before provision for income taxes for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Domestic $ (12,492) $ 127,909 $ (46,896) Foreign 51,996 (169,573) 7,329 Total income (loss) before provision for income taxes $ 39,504 $ (41,664) $ (39,567) |
Schedule of Provision for Income Taxes | The provision for income taxes from continuing operations for the years ended January 31, 2022, 2021, and 2020 consisted of the following: Year Ended January 31, (in thousands) 2022 2021 2020 Current provision for income taxes: Federal $ 3,215 $ 373 $ 7,204 State 1,121 1,663 974 Foreign 30,840 6,299 3,049 Total current provision for income taxes 35,176 8,335 11,227 Deferred provision for (benefit from) income taxes: Federal 6,714 1,366 (4,430) State 255 (188) 862 Foreign (18,292) (2,576) (716) Total deferred benefit from income taxes (11,323) (1,398) (4,284) Total provision for income taxes from continuing operations $ 23,853 $ 6,937 $ 6,943 |
Reconciliation of the U.S. Federal Statutory Rate to the Entity's Effective Tax Rate on Income (Loss) Before Income Taxes | The reconciliation of the U.S. federal statutory rate to our effective tax rate on income (loss) before provision for income taxes from continuing operations for the years ended January 31, 2022, 2021, and 2020 was as follows: Year Ended January 31, (in thousands) 2022 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Income tax provision (benefit) at the U.S. federal statutory rate $ 8,296 $ (8,733) $ (8,307) State income tax (benefit) provision (1,238) 2,017 106 Foreign tax rate differential 6,262 5,992 10,134 Tax incentives (6,378) (2,681) (6,224) Valuation allowances 2,616 (3,269) 2,311 Stock-based and other compensation 897 2,958 (926) Non-deductible expenses (238) (1,007) 1,127 Tax credits 117 875 266 Tax contingencies 2,108 (5,652) 161 Change in fair value of future tranche right (3,320) 11,791 — Changes in tax laws 1,552 — — U.S. tax effects of foreign operations 13,480 3,828 8,299 Other, net (301) 818 (4) Total provision for income taxes $ 23,853 $ 6,937 $ 6,943 Effective income tax rate 60.4 % (16.6) % (17.5) % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities from continuing operations consisted of the following at January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 Deferred tax assets: Accrued expenses $ 4,464 $ 5,383 Operating lease liabilities 9,275 11,040 Fair value of derivatives — 4,149 Loss carryforwards 21,764 17,672 Tax credits 5,780 5,946 Stock-based and other compensation 6,802 7,434 Total deferred tax assets 48,085 51,624 Deferred tax liabilities: Deferred cost of revenue (8,457) (5,100) Goodwill and other intangible assets (20,810) (29,876) Unremitted earnings of foreign subsidiaries (970) (14,882) Operating lease right-of-use assets (4,959) (8,569) Other, net (1,547) (2,140) Total deferred tax liabilities (36,743) (60,567) Valuation allowance (20,711) (16,761) Net deferred tax liabilities $ (9,369) $ (25,704) Recorded as: Deferred tax assets $ 8,091 $ 7,287 Deferred tax liabilities (17,460) (32,991) Net deferred tax liabilities $ (9,369) $ (25,704) |
Schedule of Valuation Allowance | Activity in the recorded valuation allowance consisted of the following for the years ended January 31, 2022 and 2021: Year Ended January 31, (in thousands) 2022 2021 Valuation allowance, beginning of year $ (16,761) $ (19,512) Income tax (provision) benefit (2,616) 3,269 Fair value of derivatives and convertible debt instruments (1,139) — Currency translation adjustment and other (195) (518) Valuation allowance, end of year $ (20,711) $ (16,761) |
Schedule of Aggregate Changes in the Balance of Gross Unrecognized Tax Benefits | For the years ended January 31, 2022, 2021, and 2020, the aggregate changes in the balance of gross unrecognized tax benefits were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Gross unrecognized tax benefits, beginning of year $ 84,847 $ 85,327 $ 86,312 Increases related to tax positions taken during the current year 672 706 575 Increases related to tax positions taken during prior years 430 — 147 Increases related to foreign currency exchange rates 45 136 146 Reductions for tax positions of prior years (152) (193) (1,555) Lapses of statutes of limitations (1,613) (1,129) (298) Gross unrecognized tax benefits, end of year $ 84,229 $ 84,847 $ 85,327 |
Schedule of Income Tax Returns Under Examination in Major Tax Jurisdictions | As of January 31, 2022, income tax returns are under examination in the following significant tax jurisdictions: Jurisdiction Tax Years United Kingdom December 31, 2006, January 31, 2008 India March 31, 2008, March 31, 2010 - March 31, 2013, March 31, 2017, March 31, 2020 Israel January 31, 2018 - January 31, 2020 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of January 31, 2022 and 2021: January 31, 2022 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 127,041 $ — $ — Commercial paper, classified as cash and cash equivalents — 29,995 — Foreign currency forward contracts — 33 — Contingent consideration receivable — — 271 Total assets $ 127,041 $ 30,028 $ 271 Liabilities: Foreign currency forward contracts $ — $ 91 $ — Contingent consideration — business combinations — 7,776 — Total liabilities $ — $ 7,867 $ — January 31, 2021 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 342,090 $ — $ — Foreign currency forward contracts — 136 — Contingent consideration receivable — — 565 Total assets $ 342,090 $ 136 $ 565 Liabilities: Foreign currency forward contracts $ — $ 48 $ — Interest rate swap agreements — 17,881 — Future tranche right — — 52,772 Contingent consideration — business combinations — — 15,704 Option to acquire noncontrolling interests of consolidated subsidiaries — — 3,250 Total liabilities $ — $ 17,929 $ 71,726 |
Schedule of Changes in the Estimated Fair Value Using Significant Unobservable Inputs (Level 3) | The following table presents the changes in the estimated fair value of the Future Tranche Right measured using significant unobservable inputs (Level 3) for the years ended January 31, 2022 and 2021. Year Ended January 31, (in thousands) 2022 2021 Fair value measurement, beginning of year $ (52,772) $ — Fair value of future tranche right upon issuance of the Series A Preferred Stock — 3,374 Change in fair value, recorded in other income (expense), net 15,810 (56,146) Reclassification of future tranche right liability upon settlement 36,962 — Fair value measurement, end of year $ — $ (52,772) The following table presents the changes in the estimated fair values of our liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the years ended January 31, 2022 and 2021: Year Ended January 31, (in thousands) 2022 2021 Fair value measurement, beginning of year $ 15,704 $ 31,367 Contingent consideration liabilities recorded for business combinations 900 — Changes in fair values, recorded in operating expenses 883 (806) Payments of contingent consideration (9,560) (15,183) Foreign currency translation and other (151) 326 Transfer of contingent consideration liability to Level 2 of the fair value hierarchy (7,776) — Fair value measurement, end of year $ — $ 15,704 Year Ended January 31, (in thousands) 2022 2021 Fair value measurement, beginning of year $ 3,250 $ 2,900 Change in fair value, recorded in operating expenses 1,245 350 Amount paid upon exercise of option to acquire noncontrolling interests of consolidated subsidiaries (4,495) — Fair value measurement, end of year $ — $ 3,250 |
Fair Value Measurement Inputs and Valuation Techniques | Significant inputs and assumptions used in the valuation model immediately prior to the settlement date, April 6, 2021, and as of January 31, 2021, are as follows: April 6, January 31, 2021 2021 Risk-free interest rate for preferred stock 2.35 % 1.86 % Implied credit spread 6.78 % 6.78 % Expected volatility 30.00 % 30.00 % Verint common stock price $ 45.91 $ 73.83 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Financial Instruments | The fair values of our derivative financial instruments and their classifications in our consolidated balance sheets as of January 31, 2022 and 2021 were as follows: January 31, (in thousands) Balance Sheet Classification 2022 2021 Derivative assets: Foreign currency forward contracts: Designated as cash flow hedges Prepaid expenses and other current assets $ 33 $ 136 Total derivative assets $ 33 $ 136 Derivative liabilities: Foreign currency forward contracts: Designated as cash flow hedges Accrued expenses and other current liabilities $ 91 $ 47 Not designated as hedging instruments Accrued expenses and other current liabilities — 1 Interest rate swap agreements: Not designated as a hedging instrument Accrued expenses and other current liabilities — 4,316 Not designated as a hedging instrument Other liabilities — 13,565 Total derivative liabilities $ 91 $ 17,929 |
Schedule of the Effects of Derivative Financial Instruments Designated as Cash Flow Hedging Instruments | The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the consolidated statement of operations for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Net gains (losses) recognized in AOCL: Foreign currency forward contracts $ 85 $ 323 $ 289 Interest rate swap agreement — (7,535) (10,265) $ 85 $ (7,212) $ (9,976) Net (losses) gains reclassified from AOCL to the consolidated statements of operations: Foreign currency forward contracts $ 232 $ 267 $ 64 Interest rate swap agreement (16,669) (4,367) (792) $ (16,437) $ (4,100) $ (728) |
Schedule of Gains (Losses) Recognized on Derivative Financial Instruments Not Designated as Hedging Instruments | (Losses) gains recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended January 31, 2022, 2021, and 2020 were as follows: Classification in Consolidated Statements of Operations Year Ended January 31, (in thousands) 2022 2021 2020 Foreign currency forward contracts Other income (expense), net $ — $ — $ 251 Interest rate swap agreements Other income (expense), net (14,374) (1,267) (48) $ (14,374) $ (1,267) $ 203 |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | We recognized stock-based compensation expense in the following line items on the consolidated statements of operations for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Component of income before provision for income taxes: Cost of revenue — recurring $ 1,999 $ 1,109 $ 2,100 Cost of revenue — nonrecurring 3,029 2,184 3,316 Research and development, net 7,565 3,918 7,212 Selling, general and administrative 52,672 37,989 52,211 Total stock-based compensation expense 65,265 45,200 64,839 Income tax benefits related to stock-based compensation (before consideration of valuation allowances) 10,615 6,684 7,357 Total stock-based compensation, net of taxes $ 54,650 $ 38,516 $ 57,482 |
Summary of Stock-based Compensation Expense by Type of Award | The following table summarizes stock-based compensation expense by type of award for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Restricted stock units and restricted stock awards $ 58,678 $ 47,598 $ 49,475 Stock bonus program and bonus share program 6,568 (2,390) 15,327 Total equity-settled awards 65,246 45,208 64,802 Phantom stock units (cash-settled awards) 19 (8) 37 Total stock-based compensation expense $ 65,265 $ 45,200 $ 64,839 |
Schedule of RSU Activity | The following table (“Award Activity Table”) summarizes activity for RSUs, PSUs, and other stock awards that reduce available Plan capacity under the Plans for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, 2022 2021 2020 (in thousands, except grant date fair values) Shares or Units Weighted-Average Grant-Date Fair Value Shares or Units Weighted-Average Grant-Date Fair Value Shares or Units Weighted-Average Grant-Date Fair Value Beginning balance 2,950 $ 35.97 1,879 $ 52.96 1,877 $ 40.98 Granted 1,540 $ 48.01 1,469 $ 47.30 1,157 $ 59.89 Released (1,800) $ 36.14 (1,125) $ 47.53 (1,009) $ 39.76 Forfeited (236) $ 40.23 (206) $ 52.59 (146) $ 45.07 Ending balance 2,454 $ 42.99 2,017 $ 51.90 1,879 $ 52.96 |
Schedule of Performance Share Activity | The following table summarizes PSU activity in isolation under the Plans for the years ended January 31, 2022, 2021, and 2020 (these amounts are also included in the Award Activity Table above for 2022, 2021, and 2020): Year Ended January 31, (in thousands) 2022 2021 2020 Beginning balance 743 423 414 Granted 212 297 237 Released (381) (182) (200) Forfeited (27) (27) (28) Ending balance 547 511 423 |
Summary of Key Data for Stock Bonus Program | The following table summarizes activity under the stock bonus program during the years ended January 31, 2022, 2021, and 2020 in isolation from other share activity. As noted above, shares issued in a given fiscal year are in respect of the prior fiscal year’s program period. Also, as noted above, shares issued in respect of the discount feature under the program reduce available plan capacity and are included in the Award Activity Table above. Other shares issued under the program do not reduce available plan capacity and are therefore excluded from the Award Activity Table above. Year Ended January 31, (in thousands) 2022 2021 2020 Shares in lieu of cash bonus — granted and released (not included in the Award Activity Table above) — 32 97 Shares in respect of discount (included in the Award Activity Table above): Granted — — 16 Released — 3 13 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expenses for the years ended January 31, 2022, 2021, and 2020 were as follows: Year Ended January 31, (in thousands) 2022 2021 2020 Operating lease expenses $ 24,241 $ 28,617 $ 26,583 Finance lease expenses: Amortization of right-of-use assets 3,223 2,295 581 Interest on lease liabilities 260 312 204 Total finance lease expenses 3,483 2,607 785 Variable lease expenses 6,344 5,504 5,609 Short-term lease expenses 1,055 584 657 Sublease income (1,804) (966) (908) Total lease expenses $ 33,319 $ 36,346 $ 32,726 |
Schedule of Supplemental Cash Flow Information Related to Leases | Other information related to leases was as follows: Year Ended January 31, (dollars in thousands) 2022 2021 2020 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19,360 $ 21,243 $ 20,083 Operating cash flows from finance leases 260 312 204 Financing cash flows from finance leases 3,189 2,389 1,930 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,282 $ 7,619 $ 17,843 Finance leases 4,041 903 3,288 Weighted average remaining lease terms Operating leases 3 years 6 years 6 years Finance leases 3 years 3 years 3 years Weighted average discount rates Operating leases 4.8 % 5.8 % 5.7 % Finance leases 3.8 % 4.0 % 5.1 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of January 31, 2022 were as follows: January 31, 2022 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2023 $ 26,526 $ 2,804 2024 9,808 2,017 2025 8,221 1,418 2026 5,056 550 2027 4,312 19 Thereafter 5,423 — Total future minimum lease payments 59,346 6,808 Less: imputed interest (6,338) (348) Total $ 53,008 $ 6,460 Reported as of January 31, 2022: Accrued expenses and other current liabilities $ 24,551 $ 2,629 Operating lease liabilities 28,457 — Other liabilities — 3,831 Total $ 53,008 $ 6,460 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of January 31, 2022 were as follows: January 31, 2022 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2023 $ 26,526 $ 2,804 2024 9,808 2,017 2025 8,221 1,418 2026 5,056 550 2027 4,312 19 Thereafter 5,423 — Total future minimum lease payments 59,346 6,808 Less: imputed interest (6,338) (348) Total $ 53,008 $ 6,460 Reported as of January 31, 2022: Accrued expenses and other current liabilities $ 24,551 $ 2,629 Operating lease liabilities 28,457 — Other liabilities — 3,831 Total $ 53,008 $ 6,460 |
SEGMENT, GEOGRAPHIC, AND SIGN_2
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The information below summarizes revenue from unaffiliated customers by geographic area for the years ended January 31, 2022, 2021, and 2020: Year Ended January 31, (in thousands) 2022 2021 2020 Americas: United States $ 552,680 $ 515,480 $ 539,586 Other 48,043 54,470 49,489 Total Americas 600,723 569,950 589,075 EMEA: United Kingdom 100,606 100,855 100,107 Other 79,560 72,361 68,835 Total EMEA 180,166 173,216 168,942 APAC 93,620 87,081 88,508 Total revenue $ 874,509 $ 830,247 $ 846,525 Property and equipment, net by geographic area consisted of the following as of January 31, 2022 and 2021: January 31, (in thousands) 2022 2021 United States $ 50,241 $ 51,537 United Kingdom 9,225 11,345 Other countries 4,624 6,208 Total property and equipment, net $ 64,090 $ 69,090 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Financial Information | Summarized condensed quarterly financial information for the years ended January 31, 2022 and 2021 appears in the following tables: Three Months Ended (in thousands, except per share data) April 30, 2021 July 31, 2021 October 31, 2021 January 31, 2022 Revenue $ 200,904 $ 214,617 $ 224,820 $ 234,168 Gross profit $ 128,564 $ 142,050 $ 152,736 $ 152,587 Income from continuing operations before provision for income taxes $ 1,022 $ 9,517 $ 22,850 $ 6,115 Net income (loss) from continuing operations $ 1,094 $ 5,316 $ 13,501 $ (4,260) Net income (loss) attributable to Verint Systems Inc. $ 799 $ 5,000 $ 13,237 $ (4,623) Net (loss) income attributable to Verint Systems Inc. common shares $ (2,523) $ (200) $ 8,037 $ (9,823) Net (loss) income from continuing operations attributable to Verint Systems Inc. common shares Basic $ (0.04) $ — $ 0.12 $ (0.15) Diluted $ (0.04) $ — $ 0.12 $ (0.15) Three Months Ended (in thousands, except per share data) April 30, 2020 July 31, 2020 October 31, 2020 January 31, 2021 Revenue $ 185,865 $ 204,080 $ 215,222 $ 225,080 Gross profit $ 114,962 $ 137,179 $ 141,350 $ 149,205 Loss from continuing operations before provision for income taxes $ (14,071) $ (1,025) $ (1,017) $ (25,551) Net loss from continuing operations $ (14,418) $ (9,370) $ (2,101) $ (22,712) Net (loss) income attributable to Verint Systems Inc. $ (6,014) $ 8,494 $ 10,175 $ (19,922) Net loss from continuing operations attributable to Verint Systems Inc. common shares $ (14,658) $ (12,181) $ (5,068) $ (25,403) Net income from discontinued operations attributable to Verint Systems Inc. common shares $ 8,644 $ 18,191 $ 12,585 $ 2,967 Net loss per common share attributable to Verint Systems Inc. from continuing operations Basic $ (0.23) $ (0.19) $ (0.08) $ (0.39) Diluted $ (0.23) $ (0.18) $ (0.08) $ (0.39) Net income per common share attributable to Verint Systems Inc. from discontinued operations Basic $ 0.14 $ 0.28 $ 0.19 $ 0.05 Diluted $ 0.14 $ 0.27 $ 0.19 $ 0.05 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Description of Business (Details) organization in Thousands | 12 Months Ended |
Jan. 31, 2022professionalorganizationofficecountry | |
Accounting Policies [Abstract] | |
Percentage of fortune 100 companies as customers | 85.00% |
Number of organizations as customer | organization | 10 |
Number of countries customers located | country | 175 |
Number of offices | office | 30 |
Entity number of employees | professional | 4,400 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Developments (Details) $ / shares in Units, $ in Millions | Apr. 06, 2021USD ($) | Feb. 01, 2021$ / sharesshares | May 07, 2020USD ($) | Dec. 04, 2019USD ($) | Jan. 31, 2022subsidiary$ / shares | Jan. 31, 2021$ / shares |
Description of Business [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Spin-off transaction, number of shares received (in shares) | shares | 1 | |||||
Number of majority owned subsidiaries acquired | subsidiary | 2 | |||||
Apax | ||||||
Description of Business [Line Items] | ||||||
Percentage ownership of outstanding shares | 12.90% | |||||
Convertible Preferred Stock | ||||||
Description of Business [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 400 | |||||
Series A Preferred Stock | ||||||
Description of Business [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 200 | |||||
Series B Preferred Stock | ||||||
Description of Business [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 200 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Minimum maturity period of short term investments in time deposits (in days) | 90 days |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations Of Credit Risk (Details) - Largest Customer | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14.00% | 14.00% |
Contract Assets | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14.00% | 14.00% |
Total Revenue | Revenue from Rights Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 10.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for credit losses, beginning of year | $ 1,609 | $ 1,239 | $ 866 |
Provisions charged to expense | 1,242 | 1,899 | 1,211 |
Amounts written off | (1,666) | (1,931) | (1,024) |
Other, including fluctuations in foreign exchange rates | 75 | (175) | 186 |
Allowance for credit losses, end of year | 1,260 | 1,609 | 1,239 |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for credit losses, beginning of year | $ 0 | 577 | 0 |
Allowance for credit losses, end of year | $ 0 | $ 577 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property And Equipment, Net (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Equipment, furniture, and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 3 years |
Equipment, furniture, and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 4 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 25 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Business Segment Information (Details) - segment | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Number of operating segments | 2 | |
Number of reportable segments | 1 | 2 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill And Other Acquired Intangible Assets (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Estimated useful lives of finite-lived intangible assets (in years) | 10 years |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Software Development Costs (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Software Development Costs | |
Software Development Costs | |
Estimated useful lives, (in years) | 5 years |
Internal-Use Software | Minimum | |
Software Development Costs | |
Estimated useful lives, (in years) | 4 years |
Internal-Use Software | Maximum | |
Software Development Costs | |
Estimated useful lives, (in years) | 7 years |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transaction Gains And Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Accounting Policies [Abstract] | |||
Foreign currency (losses) gains, net | $ (1,644) | $ (1,584) | $ 672 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) | Apr. 09, 2021 |
2021 Notes | |
Debt Conversion | |
Coupon interest rate | 0.25% |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements Recently Adopted (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Feb. 01, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | Jun. 18, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Increase (decrease) to stockholders' equity | $ 954,579 | $ 1,282,564 | $ 1,242,437 | $ 1,260,804 | ||
Decrease to temporary equity | (436,321) | (205,469) | ||||
Increase to current maturities of long-term debt | 0 | 386,713 | ||||
Decrease to deferred tax liabilities | (9,369) | (25,704) | ||||
2014 Notes | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Coupon interest rate | 1.50% | |||||
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Increase (decrease) to stockholders' equity | (54,509) | (113,797) | (105,590) | (134,274) | ||
Additional Paid-in Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Increase (decrease) to stockholders' equity | $ 1,125,152 | 1,726,166 | 1,660,889 | $ 1,586,266 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Increase (decrease) to stockholders' equity | 1,430 | (940) | ||||
Decrease to temporary equity | $ 4,800 | |||||
Increase to current maturities of long-term debt | 4,400 | |||||
Decrease to deferred tax liabilities | 900 | |||||
Increase to debt issuance costs | 100 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Increase (decrease) to stockholders' equity | 44,900 | 44,875 | $ (940) | |||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Increase (decrease) to stockholders' equity | $ (43,400) | $ (43,445) |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Information (Details) - Discontinued Operations - Cognyte - USD ($) $ in Thousands | Feb. 01, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 29, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Transition Services Agreement, term | 24 months | |||
Transition Services Agreement, amount invoiced to other party | $ 5,900 | |||
Transition Services Agreement, amount invoiced from other party | $ 1,100 | |||
Accumulated other comprehensive income, net of tax transferred | $ 17,100 | |||
Dividends receivable | $ 35,000 | |||
Cash and cash equivalents | $ 78,570 |
DISCONTINUED OPERATIONS - Summa
DISCONTINUED OPERATIONS - Summary of Discontinued Operations in Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net income from discontinued operations | $ 0 | $ 48,494 | $ 82,193 |
Discontinued Operations | Cognyte | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 443,458 | 457,109 | |
Cost of revenue | 128,043 | 159,603 | |
Operating expenses | 264,132 | 207,677 | |
Other income, net | 6,604 | 3,041 | |
Income from discontinued operations before benefit from income taxes | 57,887 | 92,870 | |
Provision for income taxes | 9,393 | 10,677 | |
Net income from discontinued operations | 48,494 | 82,193 | |
Net income from discontinued operations attributable to noncontrolling interests | 6,107 | 6,420 | |
Net income from discontinued operations attributable to Verint Systems Inc. common shares | $ 42,387 | $ 75,773 |
DISCONTINUED OPERATIONS - Sum_2
DISCONTINUED OPERATIONS - Summary of Assets and Liabilities Transferred (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets: | ||
Total current assets of discontinued operations | $ 0 | $ 354,926 |
Long-term Assets | ||
Total long-term assets of discontinued operations | 0 | 280,952 |
Current Liabilities: | ||
Total current liabilities of discontinued operations | 0 | 268,713 |
Long-term Liabilities | ||
Total long-term liabilities of discontinued operations | $ 0 | 58,118 |
Discontinued Operations | Cognyte | ||
Current Assets: | ||
Cash and cash equivalents | 78,570 | |
Restricted cash and cash equivalents, and restricted bank time deposits | 27,042 | |
Short-term investments | 4,713 | |
Accounts receivable, net | 175,001 | |
Contract assets, net | 20,317 | |
Inventories | 14,542 | |
Prepaid expenses and other current assets | 34,741 | |
Total current assets of discontinued operations | 354,926 | |
Long-term Assets | ||
Property and equipment, net | 37,152 | |
Operating lease right-of-use assets | 31,040 | |
Goodwill | 158,183 | |
Intangible assets, net | 5,299 | |
Deferred income taxes | 7,202 | |
Other assets | 42,076 | |
Total long-term assets of discontinued operations | 280,952 | |
Total assets of discontinued operations | 635,878 | |
Current Liabilities: | ||
Accounts payable | 41,512 | |
Accrued expenses and other current liabilities | 100,189 | |
Contract liabilities | 127,012 | |
Total current liabilities of discontinued operations | 268,713 | |
Long-term Liabilities | ||
Long-term contract liabilities | 22,037 | |
Operating lease liabilities | 23,174 | |
Deferred income taxes | 3,985 | |
Other liabilities | 8,922 | |
Total long-term liabilities of discontinued operations | 58,118 | |
Total liabilities of discontinued operations | $ 326,831 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |
Software maintenance, period | 1 year |
Software | |
Disaggregation of Revenue [Line Items] | |
Warranty period (in days/years) | 90 days |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Unbundled contracts renewal term | 1 year |
Minimum | Hardware | |
Disaggregation of Revenue [Line Items] | |
Warranty period (in days/years) | 1 year |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Unbundled contracts renewal term | 3 years |
Maximum | Hardware | |
Disaggregation of Revenue [Line Items] | |
Warranty period (in days/years) | 3 years |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 234,168 | $ 224,820 | $ 214,617 | $ 200,904 | $ 225,080 | $ 215,222 | $ 204,080 | $ 185,865 | $ 874,509 | $ 830,247 | $ 846,525 |
Bundled SaaS revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 183,035 | 145,962 | 115,925 | ||||||||
Unbundled SaaS revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 139,729 | 71,990 | 48,018 | ||||||||
Optional managed services revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 65,648 | 59,459 | 56,534 | ||||||||
Total cloud revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 388,412 | 277,411 | 220,477 | ||||||||
Support revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 244,717 | 298,213 | 313,901 | ||||||||
Recurring | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 633,129 | 575,624 | 534,378 | ||||||||
Perpetual revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 138,078 | 141,840 | 179,882 | ||||||||
Professional services revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 103,302 | 112,783 | 132,265 | ||||||||
Nonrecurring | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 241,380 | $ 254,623 | $ 312,147 | ||||||||
Minimum | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Unbundled contracts renewal term | 1 year | ||||||||||
Maximum | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Unbundled contracts renewal term | 3 years |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 193,831 | $ 206,157 |
Contract assets, net | 42,688 | 36,716 |
Long-term contract assets, net (included in other assets) | 30,510 | 17,210 |
Contract liabilities | 271,271 | 261,033 |
Long-term contract liabilities | $ 15,872 | $ 16,502 |
REVENUE RECOGNITION - Contrac_2
REVENUE RECOGNITION - Contract Balances Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Concentration Risk [Line Items] | ||
Accounts receivable from contract assets recognized at the beginning of each period | $ 37.7 | $ 26.6 |
Contract Assets recognized in current period | 57.4 | 43.7 |
Current period revenue recognized from beginning balance of contract liabilities | $ 247.9 | $ 239.2 |
Accounts Receivable | Customer Concentration Risk | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14.00% | 14.00% |
Contract Assets | Customer Concentration Risk | Largest Customer | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14.00% | 14.00% |
REVENUE RECOGNITION - Remaining
REVENUE RECOGNITION - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation | $ 721,832 | $ 635,665 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 1 year | |
Revenue performance obligation | $ 405,714 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 1 year | |
Revenue performance obligation | $ 447,428 | $ 229,951 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | ||
Revenue performance obligation | $ 274,404 | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 3 years |
REVENUE RECOGNITION - Costs To
REVENUE RECOGNITION - Costs To Obtain And Fulfill Contracts (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, impairment losses | $ 0 | $ 0 | $ 0 |
Sales Commission | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 55,800,000 | 48,400,000 | |
Capitalized contract cost, amortization | 33,100,000 | 26,100,000 | 26,200,000 |
Sales Commission | Prepaid expenses and other current assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 3,900,000 | 2,000,000 | |
Sales Commission | Other Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 51,900,000 | 46,400,000 | |
Costs to Fulfill | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 6,100,000 | 6,500,000 | |
Capitalized contract cost, amortization | 3,200,000 | 2,700,000 | $ 1,700,000 |
Costs to Fulfill | Prepaid expenses and other current assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 200,000 | 200,000 | |
Costs to Fulfill | Other Assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | $ 5,900,000 | $ 6,300,000 | |
Maximum | |||
Capitalized Contract Cost [Line Items] | |||
Customer engagement contracts renewal period | 6 years | ||
Minimum | |||
Capitalized Contract Cost [Line Items] | |||
Customer engagement contracts renewal period | 4 years |
NET (LOSS) INCOME PER COMMON _3
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Calculation of Basic And Diluted Net (Loss) Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Net Income Attributable to Verint Systems Inc. [Abstract] | |||||||||||
Net income (loss) from continuing operations | $ (4,260) | $ 13,501 | $ 5,316 | $ 1,094 | $ (22,712) | $ (2,101) | $ (9,370) | $ (14,418) | $ 15,651 | $ (48,601) | $ (46,510) |
Net income from discontinued operations | 0 | 48,494 | 82,193 | ||||||||
Net income (loss) | 15,651 | (107) | 35,683 | ||||||||
Net income (loss) attributable to Verint Systems Inc. | (4,623) | 13,237 | 5,000 | 799 | (19,922) | 10,175 | 8,494 | (6,014) | 14,413 | (7,267) | 28,684 |
Dividends on preferred stock | (18,922) | (7,656) | 0 | ||||||||
Net (loss) income attributable to Verint Systems Inc. for basic net (loss) income per common share | $ (9,823) | $ 8,037 | $ (200) | $ (2,523) | (4,509) | (14,923) | 28,684 | ||||
Dilutive effect of dividends on preferred stock | 0 | 0 | 0 | ||||||||
Net (loss) income attributable to Verint Systems Inc. for diluted net (loss) income per common share | (4,509) | (14,923) | 28,684 | ||||||||
Net (loss) income attributable to Verint Systems Inc. common shares: | |||||||||||
Net loss from continuing operations attributable to Verint Systems Inc. common shares | (25,403) | (5,068) | (12,181) | (14,658) | (4,509) | (57,310) | (47,089) | ||||
Net income from discontinued operations attributable to Verint Systems Inc. common shares | $ 2,967 | $ 12,585 | $ 18,191 | $ 8,644 | $ 0 | $ 42,387 | $ 75,773 | ||||
Weighted-average shares outstanding: | |||||||||||
Basic (in shares) | 65,591 | 65,173 | 66,129 | ||||||||
Dilutive effect of employee equity award plans (in shares) | 0 | 0 | 0 | ||||||||
Dilutive effect of warrants (in shares) | 0 | 0 | 0 | ||||||||
Dilutive effect of assumed conversion of preferred stock (in shares) | 0 | 0 | 0 | ||||||||
Diluted (in shares) | 65,591 | 65,173 | 66,129 | ||||||||
Basic net (loss) income per common share attributable to Verint Systems Inc.: | |||||||||||
Continuing operations (in dollars per share) | $ (0.39) | $ (0.08) | $ (0.19) | $ (0.23) | $ (0.07) | $ (0.88) | $ (0.71) | ||||
Discontinued operations (in dollars per share) | 0.05 | 0.19 | 0.28 | 0.14 | 0 | 0.65 | 1.14 | ||||
Total basic net (loss) income per common share attributable to Verint Systems Inc. (in dollars per share) | $ (0.15) | $ 0.12 | $ 0 | $ (0.04) | (0.07) | (0.23) | 0.43 | ||||
Diluted net (loss) income per common share attributable to Verint Systems Inc.: | |||||||||||
Continuing operations (in dollars per share) | (0.39) | (0.08) | (0.18) | (0.23) | (0.07) | (0.88) | (0.71) | ||||
Discontinued operations (in dollars per share) | $ 0.05 | $ 0.19 | $ 0.27 | $ 0.14 | 0 | 0.65 | 1.14 | ||||
Total diluted net (loss) income per common share attributable to Verint Systems Inc. (in dollars per share) | $ (0.15) | $ 0.12 | $ 0 | $ (0.04) | $ (0.07) | $ (0.23) | $ 0.43 | ||||
2021 Notes | |||||||||||
Weighted-average shares outstanding: | |||||||||||
Dilutive effect of convertible senior notes (in shares) | 0 | 0 | 0 | ||||||||
2014 Notes | |||||||||||
Weighted-average shares outstanding: | |||||||||||
Dilutive effect of convertible senior notes (in shares) | 0 | 0 | 0 | ||||||||
Continuing Operations | |||||||||||
Net Income Attributable to Verint Systems Inc. [Abstract] | |||||||||||
Net income attributable to noncontrolling interests | $ 1,238 | $ 1,053 | $ 579 | ||||||||
Discontinued Operations | |||||||||||
Net Income Attributable to Verint Systems Inc. [Abstract] | |||||||||||
Net income attributable to noncontrolling interests | $ 0 | $ 6,107 | $ 6,420 |
NET (LOSS) INCOME PER COMMON _4
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Schedule of Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Stock options and restricted stock-based awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, (in shares) | 1,580 | 1,337 | 2,126 |
2014 Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, (in shares) | 481 | 6,002 | 6,205 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, (in shares) | 117 | 6,205 | 6,205 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, (in shares) | 5,498 | 2,743 | 0 |
Series B Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, (in shares) | 3,282 | 0 | 0 |
NET (LOSS) INCOME PER COMMON _5
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 06, 2021 | May 07, 2020 | Dec. 04, 2019 | Jan. 21, 2022 | Jan. 31, 2022 | Apr. 09, 2021 | Feb. 01, 2021 | Jan. 31, 2021 | Jun. 18, 2014 |
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 0 | ||||||||
Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 400 | ||||||||
Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 200 | ||||||||
Series A Preferred Stock | Series A Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 200 | ||||||||
Series B Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 200 | ||||||||
Series B Preferred Stock | Series B Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 200 | ||||||||
2021 Notes | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion price (in dollars per share) | $ 62.08 | $ 62.08 | |||||||
Capped calls, initial cap price (in dollars per share) | $ 100 | ||||||||
2014 Notes | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion price (in dollars per share) | $ 40.55 | $ 64.46 | |||||||
Exercise price of warrants (in dollars per share) | $ 47.18 | $ 75 | |||||||
Number of shares of common stock upon conversion | 9,541,000 | 6,002,000 | |||||||
Warrants, number of underlying common shares (in shares) | 9,865,000 | 6,205,000 | |||||||
Warrants issued (in shares) | 293,143 | ||||||||
Warrants exercised on a cashless basis (in shares) | 5,031,000 |
CASH EQUIVALENTS, AND SHORT-T_3
CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | $ 358,805 | $ 585,273 | |
Cash and cash equivalents, fair value | 358,805 | 585,273 | |
Maturities and sales of investments | 46,300 | 69,800 | $ 5,800 |
Bank time deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost Basis | 765 | 46,300 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 765 | 46,300 | |
Total short-term investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost Basis | 765 | 46,300 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 765 | 46,300 | |
Cash and bank time deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 201,769 | 243,183 | |
Cash and cash equivalents, fair value | 201,769 | 243,183 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 127,041 | 342,090 | |
Cash and cash equivalents, fair value | 127,041 | $ 342,090 | |
Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 29,995 | ||
Cash and cash equivalents, fair value | $ 29,995 |
BUSINESS COMBINATIONS AND DIV_3
BUSINESS COMBINATIONS AND DIVESTITURES - Conversocial Limited (Details) - USD ($) $ in Thousands | Aug. 23, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Acquisition | ||||
Cash paid for business combinations, including adjustments, net of cash acquired | $ 50,200 | $ 57,024 | $ 0 | $ 55,403 |
Goodwill | $ 1,353,421 | $ 1,327,407 | $ 1,311,068 | |
Finite-lived intangible asset, useful life (in years) | 10 years | |||
Conversocial Limited | ||||
Business Acquisition | ||||
Cash | 53,409 | |||
Cash acquired from acquisition | 3,200 | |||
Other purchase price adjustments | (190) | |||
Goodwill | 31,574 | |||
Business acquisition, goodwill deductible for income tax purposes | 500 | |||
Business acquisition, goodwill not deductible for income tax purposes | 31,100 | |||
Current and long-term contract liabilities | 3,410 | |||
Component of the purchase price allocation | $ 1,200 | |||
Business acquisition related costs | $ 3,400 | |||
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 5 years 10 months 24 days | |||
Conversocial Limited | Customer relationships | ||||
Business Acquisition | ||||
Finite-lived intangible asset, useful life (in years) | 7 years | |||
Conversocial Limited | Developed technology | ||||
Business Acquisition | ||||
Finite-lived intangible asset, useful life (in years) | 5 years | |||
Conversocial Limited | Trademarks and trade names | ||||
Business Acquisition | ||||
Finite-lived intangible asset, useful life (in years) | 1 year | |||
Conversocial Limited | Prepaid expenses and other current assets | ||||
Business Acquisition | ||||
Component of the purchase price allocation | $ 700 | |||
Conversocial Limited | Other Assets | ||||
Business Acquisition | ||||
Component of the purchase price allocation | $ 500 |
BUSINESS COMBINATIONS AND DIV_4
BUSINESS COMBINATIONS AND DIVESTITURES - Conversocial Limited - Schedule of Purchase Price allocation (Details) - USD ($) $ in Thousands | Aug. 23, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Acquisition | ||||
Goodwill | $ 1,353,421 | $ 1,327,407 | $ 1,311,068 | |
Conversocial Limited | ||||
Business Acquisition | ||||
Cash | $ 53,409 | |||
Other purchase price adjustments | (190) | |||
Total purchase prices | 53,219 | |||
Accounts receivable | 1,694 | |||
Other current assets, including cash acquired | 5,302 | |||
Other assets | 511 | |||
Current and other liabilities | (1,945) | |||
Contract liabilities - current and long-term | (3,410) | |||
Deferred income taxes | (407) | |||
Net tangible assets | 1,745 | |||
Identifiable intangible assets | 19,900 | |||
Goodwill | 31,574 | |||
Total purchase prices allocation | 53,219 | |||
Conversocial Limited | Customer relationships | ||||
Business Acquisition | ||||
Identifiable intangible assets | 9,800 | |||
Conversocial Limited | Developed technology | ||||
Business Acquisition | ||||
Identifiable intangible assets | 9,900 | |||
Conversocial Limited | Trademarks and trade names | ||||
Business Acquisition | ||||
Identifiable intangible assets | $ 200 |
BUSINESS COMBINATIONS AND DIV_5
BUSINESS COMBINATIONS AND DIVESTITURES - Business Combinations For Year Ended January 31, 2020 (Details) $ in Thousands | Aug. 23, 2021USD ($) | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($)business_combination |
Business Acquisition | ||||
Number of businesses acquired | business_combination | 3 | |||
Cash paid for business combinations, including adjustments, net of cash acquired | $ 50,200 | $ 57,024 | $ 0 | $ 55,403 |
Goodwill | $ 1,353,421 | 1,327,407 | 1,311,068 | |
Estimated useful lives of finite-lived intangible assets (in years) | 10 years | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | ||||
Business Acquisition | ||||
Total purchase prices | 65,866 | |||
Cash | 57,355 | |||
Cash acquired from acquisition | 2,200 | |||
Cash paid for business combinations, including adjustments, net of cash acquired | 55,200 | |||
Fair value of contingent consideration | 8,230 | |||
Other purchase price adjustments | $ 281 | |||
Number of business combinations, with potential additional cash payments to former shareholders | business_combination | 2 | |||
Business combination, contingent consideration, liability | $ 14,300 | |||
Goodwill | 39,144 | |||
Business acquisition, goodwill deductible for income tax purposes | 15,700 | |||
Transaction and related costs, including integration costs | $ 1,300 | $ 5,400 | ||
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 6 years 4 months 24 days | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Minimum | Customer relationships | ||||
Business Acquisition | ||||
Estimated useful lives of finite-lived intangible assets (in years) | 7 years | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Minimum | Developed technology | ||||
Business Acquisition | ||||
Estimated useful lives of finite-lived intangible assets (in years) | 4 years | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Minimum | Trademarks and trade names | ||||
Business Acquisition | ||||
Estimated useful lives of finite-lived intangible assets (in years) | 4 years | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Maximum | Customer relationships | ||||
Business Acquisition | ||||
Estimated useful lives of finite-lived intangible assets (in years) | 9 years | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Maximum | Developed technology | ||||
Business Acquisition | ||||
Estimated useful lives of finite-lived intangible assets (in years) | 5 years | |||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Maximum | Trademarks and trade names | ||||
Business Acquisition | ||||
Estimated useful lives of finite-lived intangible assets (in years) | 5 years |
BUSINESS COMBINATIONS AND DIV_6
BUSINESS COMBINATIONS AND DIVESTITURES - Business Combinations For Year Ended January 31, 2020 - Schedule of Purchase Price allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | |
Business Acquisition | |||
Goodwill | $ 1,311,068 | $ 1,353,421 | $ 1,327,407 |
Individually Insignificant Business Combinations Year Ended January 31 2020 | |||
Business Acquisition | |||
Cash | 57,355 | ||
Fair value of contingent consideration | 8,230 | ||
Other purchase price adjustments | 281 | ||
Total purchase prices | 65,866 | ||
Accounts receivable | 1,790 | ||
Other current assets, including cash acquired | 6,590 | ||
Other assets | 3,799 | ||
Current and other liabilities | (5,428) | ||
Contract liabilities - current and long-term | (3,240) | ||
Deferred income taxes | (2,719) | ||
Net tangible assets | 792 | ||
Identifiable intangible assets | 25,930 | ||
Goodwill | 39,144 | ||
Total purchase prices allocation | 65,866 | ||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Customer relationships | |||
Business Acquisition | |||
Identifiable intangible assets | 11,847 | ||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Developed technology | |||
Business Acquisition | |||
Identifiable intangible assets | 13,083 | ||
Individually Insignificant Business Combinations Year Ended January 31 2020 | Trademarks and trade names | |||
Business Acquisition | |||
Identifiable intangible assets | $ 1,000 |
BUSINESS COMBINATIONS AND DIV_7
BUSINESS COMBINATIONS AND DIVESTITURES - Other Business Combination Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Business Acquisition | |||
Changes in the fair values of contingent consideration obligations associated with business combinations | $ 0.9 | $ (0.8) | $ 4.9 |
Payments of contingent consideration earned | 9.6 | $ 15.2 | $ 29.7 |
Recurring | Level 3 | |||
Business Acquisition | |||
Business combination, contingent consideration, liability | $ 7.8 |
BUSINESS COMBINATIONS AND DIV_8
BUSINESS COMBINATIONS AND DIVESTITURES - Divestiture (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2020USD ($) | Jan. 31, 2020USD ($) | |
Business Combination and Asset Acquisition [Abstract] | ||
Sale of business agreement terms, period following transaction closing date | 36 months | |
Goodwill, written off related to sale of business unit | $ 1.1 | |
Definite-lived intangible assets, written off related to sale of business unit | $ 1.9 | 1.9 |
Proceeds from divestiture of businesses | $ 2.2 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Acquisition-Related Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 705,026 | $ 698,490 |
Accumulated Amortization | (586,772) | (554,746) |
Net | 118,254 | 143,744 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 467,408 | 464,586 |
Accumulated Amortization | (375,827) | (356,064) |
Net | 91,581 | 108,522 |
Acquired technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 229,501 | 222,040 |
Accumulated Amortization | (203,895) | (189,687) |
Net | 25,606 | 32,353 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,677 | 9,424 |
Accumulated Amortization | (4,610) | (6,555) |
Net | 1,067 | 2,869 |
Distribution network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,440 | 2,440 |
Accumulated Amortization | (2,440) | (2,440) |
Net | $ 0 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Additional Information (Details) | 12 Months Ended | ||
Jan. 31, 2022USD ($)Reporting_Unit | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 46,800,000 | $ 47,700,000 | $ 52,400,000 |
Impairment of intangible assets, finite-lived | 0 | 0 | |
Number of reporting units | Reporting_Unit | 1 | ||
Impairments of goodwill | $ 0 | $ 0 | $ 0 |
Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 400,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Estimated Future Amortization Expense on Finite-lived Acquisition-related Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Intangible Assets - Future Amortization [Abstract] | ||
2023 | $ 40,479 | |
2024 | 31,359 | |
2025 | 14,978 | |
2026 | 13,681 | |
2027 | 9,733 | |
Thereafter | 8,024 | |
Net | $ 118,254 | $ 143,744 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Goodwill Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, gross at the beginning of the period | $ 1,409,464 | $ 1,383,450 | $ 1,367,111 |
Accumulated impairment losses | (56,043) | (56,043) | $ (56,043) |
Goodwill, net at the beginning of the period | 1,327,407 | 1,311,068 | |
Business combinations | 36,006 | ||
Foreign currency translation and other | (9,992) | 16,339 | |
Goodwill, net, at the end of the period | $ 1,353,421 | $ 1,327,407 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Apr. 30, 2021 | Jan. 31, 2021 |
Debt Instrument [Line Items] | |||
Less: Unamortized debt discounts and issuance costs | $ (8,046) | $ (7,518) | |
Total debt | 406,954 | 789,494 | |
Less: current maturities | 0 | 386,713 | |
Long-term debt | 406,954 | 402,781 | |
2021 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding | 315,000 | 0 | |
2014 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding | 0 | 386,887 | |
2017 Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding | $ 100,000 | $ 100,000 | $ 410,125 |
LONG-TERM DEBT - 2021 Notes (De
LONG-TERM DEBT - 2021 Notes (Details) | Apr. 09, 2021USD ($)$ / shares | Apr. 06, 2021USD ($)$ / shares | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||
Payments of debt issuance costs | $ 10,708,000 | $ 2,287,000 | $ 212,000 | ||
Series B Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 200,000,000 | ||||
Series B Preferred Stock | Series B Private Placement | |||||
Debt Instrument [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 200,000,000 | ||||
2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 315,000,000 | ||||
Coupon interest rate | 0.25% | ||||
Convertible debt, conversion ratio | 0.0161092 | ||||
Conversion price (in dollars per share) | $ / shares | $ 62.08 | $ 62.08 | |||
Payments of debt issuance costs | $ 8,900,000 | ||||
Effective interest rate (as a percent) | 0.83% |
LONG-TERM DEBT - 2014 Notes (De
LONG-TERM DEBT - 2014 Notes (Details) $ / shares in Units, shares in Thousands | Jun. 01, 2021USD ($) | Feb. 01, 2021USD ($)$ / sharesshares | Jun. 18, 2014USD ($) | Jul. 31, 2021shares | Jul. 31, 2020USD ($) | Jan. 31, 2022USD ($) | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2020USD ($) | Feb. 26, 2021USD ($) | Jan. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||
Payment for debt extinguishment, principal | $ 386,887,000 | $ 0 | $ 0 | |||||||
Equity component of currently redeemable convertible notes | 0 | 4,841,000 | ||||||||
Losses on early retirements of debt | 2,474,000 | 143,000 | 0 | |||||||
Reacquisition of equity component from convertible notes repurchases, net of taxes | 218,000 | |||||||||
Increase (decrease) to stockholders' equity | 954,579,000 | 1,282,564,000 | 1,242,437,000 | $ 1,260,804,000 | ||||||
Decrease to temporary equity | (436,321,000) | (205,469,000) | ||||||||
Increase to current maturities of long-term debt | 0 | 386,713,000 | ||||||||
Decrease to deferred tax liabilities | (9,369,000) | (25,704,000) | ||||||||
Additional Paid-in Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reacquisition of equity component from convertible notes repurchases, net of taxes | 218,000 | |||||||||
Increase (decrease) to stockholders' equity | 1,125,152,000 | 1,726,166,000 | 1,660,889,000 | 1,586,266,000 | ||||||
Accumulated Deficit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase (decrease) to stockholders' equity | $ (54,509,000) | (113,797,000) | (105,590,000) | $ (134,274,000) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase (decrease) to stockholders' equity | 1,430,000 | (940,000) | ||||||||
Decrease to temporary equity | $ 4,800,000 | |||||||||
Increase to current maturities of long-term debt | 4,400,000 | |||||||||
Decrease to deferred tax liabilities | 900,000 | |||||||||
Increase to debt issuance costs | 100,000 | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase (decrease) to stockholders' equity | (43,400,000) | (43,445,000) | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase (decrease) to stockholders' equity | $ 44,900,000 | $ 44,875,000 | $ (940,000) | |||||||
2014 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt principal amount | $ 400,000,000 | |||||||||
Coupon interest rate | 1.50% | |||||||||
Proceeds from issuance of convertible notes, net of underwriting discounts | $ 391,900,000 | |||||||||
Escrow deposit | $ 390,000,000 | |||||||||
Payment for debt extinguishment | $ 389,800,000 | |||||||||
Payment for debt extinguishment, principal | 386,900,000 | |||||||||
Payment for debt extinguishment, interest | 2,900,000 | |||||||||
Incremental conversion value | $ 57,700,000 | |||||||||
Treasury stock reissued (in shares) | shares | 1,250 | |||||||||
Convertible debt, conversion ratio | 0.0246622 | 0.0155129 | ||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 40.55 | $ 64.46 | ||||||||
Number of shares of common stock upon conversion | shares | 9,541 | 6,002 | ||||||||
Carrying value of debt component | 319,900,000 | |||||||||
Equity component of currently redeemable convertible notes | $ 80,100,000 | |||||||||
Assumed non-convertible borrowing rate | 5.00% | |||||||||
Debt component of convertible note issuance costs | $ 7,600,000 | |||||||||
Adjustment to additional paid in capital debt issuance cost | $ 1,900,000 | |||||||||
Repurchased amount in cash | $ 13,100,000 | |||||||||
Principal amount - repurchased notes | 13,000,000 | |||||||||
Losses on early retirements of debt | 100,000 | |||||||||
Reacquisition of equity component from convertible notes repurchases, net of taxes | $ 200,000 | |||||||||
Equity component of convertible debt classified as temporary equity | $ 4,800,000 | |||||||||
2014 Notes | Cumulative Effect, Period of Adoption, Adjustment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity component of currently redeemable convertible notes | $ 78,000,000 |
LONG-TERM DEBT - Capped Calls,
LONG-TERM DEBT - Capped Calls, Note Hedges and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2021 | Apr. 06, 2021 | Feb. 01, 2021 | Jun. 18, 2014 | Jul. 31, 2021 | Jan. 21, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Apr. 09, 2021 |
Debt Instrument [Line Items] | ||||||||||
Purchases of capped calls, net of taxes | $ 41,100 | $ 41,060 | $ 0 | $ 0 | ||||||
Warrants outstanding (in shares) | 0 | |||||||||
2021 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 62.08 | $ 62.08 | ||||||||
Capped calls, initial cap price (in dollars per share) | $ 100 | |||||||||
2014 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 40.55 | $ 64.46 | ||||||||
Exercise price of warrants (in dollars per share) | $ 47.18 | $ 75 | ||||||||
Note Hedges, number of shares with right to acquire from counterparties | 9,865,000 | 6,205,000 | ||||||||
Note Hedges, Shares With Right To Acquire From Counterparties, Price | $ 40.55 | $ 64.46 | ||||||||
Payment For Note Hedges | $ 60,800 | |||||||||
Note hedges, shares received upon settlement (in shares) | 1,250,000 | |||||||||
Note hedges, number of shares received pertaining to reimbursement | 42,000 | |||||||||
Warrants, number of underlying common shares (in shares) | 9,865,000 | 6,205,000 | ||||||||
Proceeds from issuance of warrants | $ 45,200 | |||||||||
Warrants issued (in shares) | 293,143 | |||||||||
Warrants exercised on a cashless basis (in shares) | 5,031,000 |
LONG-TERM DEBT - 2017 Credit Ag
LONG-TERM DEBT - 2017 Credit Agreement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Oct. 31, 2020 | Jan. 31, 2022 | Apr. 09, 2021 | Jan. 31, 2021 | Jun. 29, 2017 | |
2017 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 725,000,000 | |||||
2017 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 425,000,000 | |||||
Long-term debt outstanding | $ 100,000,000 | $ 100,000,000 | $ 410,125,000 | |||
Unamortized debt discount | 200,000 | $ 500,000 | ||||
Required quarterly principal payment | 1,100,000 | |||||
Repayments of lines of credit | $ 309,000,000 | |||||
Increase to debt issuance costs | $ 1,800,000 | |||||
Interest rate at end of period (as a percent) | 2.10% | 2.14% | ||||
Effective interest rate (as a percent) | 2.30% | |||||
2021 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | |||||
Eurodollar loans | Variable Rate Based on Eurodollar Rate | 2017 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate basis | Eurodollar Rate | |||||
Eurodollar loans | Variable Rate Based on Eurodollar Rate | 2017 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate margin (as a percent) | 2.25% | |||||
Eurodollar loans | Variable Rate Based on Eurodollar Rate | 2017 Term Loan - Following January 2018 Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate margin (as a percent) | 2.00% | |||||
ABR Rate Loans | Variable Rate Based on ABR Rate | 2017 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate basis | ABR rate | |||||
ABR Rate Loans | Variable Rate Based on ABR Rate | 2017 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate margin (as a percent) | 1.25% | |||||
ABR Rate Loans | Variable Rate Based on ABR Rate | 2017 Term Loan - Following January 2018 Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate margin (as a percent) | 1.00% | |||||
2017 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of lines of credit | $ 200,000,000 | |||||
Increase to debt issuance costs | $ 1,300,000 | |||||
Consolidated total debt to consolidated EBITDA ratio | 4.50 |
LONG-TERM DEBT - 2017 Credit _2
LONG-TERM DEBT - 2017 Credit Agreement Issuance and Amendment Costs (Details) - USD ($) $ in Thousands | Apr. 09, 2021 | Jun. 29, 2017 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Payments of debt issuance costs | $ 10,708 | $ 2,287 | $ 212 | |||
2017 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Payments of debt issuance costs | $ 6,800 | |||||
Debt restructuring costs incurred during period | 2,100 | |||||
Payments of debt restructuring costs | 1,200 | |||||
Deferred debt restructuring costs | 900 | |||||
2017 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Payments of debt issuance costs | 4,100 | |||||
Write off of Deferred Debt Issuance Cost | $ 200 | |||||
Deferred debt restructuring costs | 500 | |||||
Deferred debt issuance costs | 1,800 | |||||
2017 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Payments of debt issuance costs | $ 2,700 | |||||
Write off of Deferred Debt Issuance Cost | $ 500 | |||||
Deferred debt restructuring costs | $ 400 | |||||
Deferred debt issuance costs | $ 1,300 | |||||
Deferred debt issuance costs, associated with commitments | 800 | |||||
2021 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt restructuring costs incurred during period | $ 1,500 |
LONG-TERM DEBT - Components of
LONG-TERM DEBT - Components of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Apr. 09, 2021 | Jun. 18, 2014 | |
2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense at coupon or contractual rate | $ 639 | $ 0 | $ 0 | ||
Amortization of deferred debt issuance costs | 1,416 | 0 | 0 | ||
Total interest expense | 2,055 | 0 | 0 | ||
Coupon interest rate | 0.25% | ||||
2014 Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense at coupon or contractual rate | 1,933 | 5,887 | 6,000 | ||
Amortization of debt discounts | 0 | 12,884 | 12,490 | ||
Amortization of deferred debt issuance costs | 522 | 1,215 | 1,177 | ||
Total interest expense | 2,455 | 19,986 | 19,667 | ||
Coupon interest rate | 1.50% | ||||
2017 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest expense at coupon or contractual rate | 3,366 | 13,018 | 18,021 | ||
Impact of interest rate swap agreement | 1,014 | 4,368 | 792 | ||
Amortization of debt discounts | 18 | 74 | 68 | ||
Amortization of deferred debt issuance costs | 930 | 1,811 | 1,569 | ||
Total interest expense | $ 5,328 | $ 19,271 | $ 20,450 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands | Apr. 13, 2021 | May 01, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Debt Instrument [Line Items] | |||||
Payments for derivative instrument | $ 16,502 | $ 0 | $ 0 | ||
Deferred tax asset reclassified upon derivative settlement | $ 3,700 | ||||
2018 Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Payments for derivative instrument | $ 16,500 | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 15,700 | $ 20,400 |
SUPPLEMENTAL CONSOLIDATED FIN_3
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Inventories (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||
Raw materials | $ 3,001 | $ 2,768 |
Work-in-process | 150 | 26 |
Finished goods | 2,186 | 2,747 |
Inventories | $ 5,337 | $ 5,541 |
SUPPLEMENTAL CONSOLIDATED FIN_4
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Property and equipment, net (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 166,664 | $ 159,592 |
Less: accumulated depreciation and amortization | (102,574) | (90,502) |
Total property and equipment, net | 64,090 | 69,090 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,994 | 8,124 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,155 | 23,153 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 76,152 | 61,871 |
Equipment, furniture, and other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 64,363 | $ 66,444 |
SUPPLEMENTAL CONSOLIDATED FIN_5
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 166,664 | $ 159,592 | |
Depreciation expense | 20,700 | 30,600 | $ 23,500 |
Equipment, furniture, and other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 64,363 | 66,444 | |
Equipment, furniture, and other | Revision of Prior Period, Adjustment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | (44,500) | ||
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 76,152 | 61,871 | |
Software | Revision of Prior Period, Adjustment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 44,500 |
SUPPLEMENTAL CONSOLIDATED FIN_6
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||
Prepaid expenses | $ 22,639 | $ 23,125 |
Other current assets | 31,107 | 19,689 |
Total prepaid expenses and other current assets | $ 53,746 | $ 42,814 |
SUPPLEMENTAL CONSOLIDATED FIN_7
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Other assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Condensed Financial Information Disclosure [Abstract] | ||||
Deferred commissions | $ 51,714 | $ 46,379 | ||
Long-term contract assets, net | 30,510 | 17,210 | ||
Capitalized software development costs, net | 22,483 | 19,250 | $ 15,351 | $ 7,266 |
Long-term deferred cost of revenue | 5,907 | 6,316 | ||
Noncontrolling equity investments | 5,146 | 2,034 | ||
Deferred debt issuance costs, net | 1,950 | 1,449 | ||
Long-term security deposits | 702 | 567 | ||
Long-term restricted cash and time deposits | 409 | 651 | ||
Other | 7,817 | 3,368 | ||
Other assets | $ 126,638 | $ 97,224 |
SUPPLEMENTAL CONSOLIDATED FIN_8
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||
Compensation and benefits | $ 86,777 | $ 77,942 |
Operating lease obligations - current portion | 24,551 | 14,230 |
Taxes other than income taxes | 16,313 | 21,764 |
Preferred Stock dividends payable | 10,400 | 5,200 |
Contingent consideration - current portion | 7,776 | 9,595 |
Professional and consulting fees | 3,771 | 4,996 |
Income taxes | 602 | 1,514 |
Fair value of future tranche right | 0 | 52,772 |
Other | 18,504 | 23,504 |
Accrued expenses and other current liabilities | $ 168,694 | $ 211,517 |
SUPPLEMENTAL CONSOLIDATED FIN_9
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Other liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||
Unrecognized tax benefits, including interest and penalties | $ 16,345 | $ 14,441 |
Finance lease obligations - long-term portion | 3,831 | 2,969 |
Derivative financial instruments - long-term portion | 0 | 13,565 |
Contingent consideration - long-term portion | 0 | 6,109 |
Other | 1,820 | 5,635 |
Other liabilities | $ 21,996 | $ 42,719 |
SUPPLEMENTAL CONSOLIDATED FI_10
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |||
Foreign currency (losses) gains, net | $ (1,644) | $ (1,584) | $ 672 |
(Losses) gains on derivative financial instruments, net | (14,374) | (1,267) | 204 |
Change in fair value of future tranche right | 15,810 | (56,146) | 0 |
Other, net | 5,435 | (1,604) | (267) |
Total other income (expense), net | $ 5,227 | $ (60,601) | $ 609 |
SUPPLEMENTAL CONSOLIDATED FI_11
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |||
Cash paid for interest | $ 9,716 | $ 24,612 | $ 23,209 |
Cash payments of income taxes, net | 42,917 | 21,476 | 14,859 |
Non-cash investing and financing transactions: | |||
Liabilities for contingent consideration in business combinations | 900 | 0 | 8,230 |
Preferred Stock dividends declared | 10,400 | 5,200 | 0 |
Finance leases of property and equipment | 4,041 | 903 | 3,287 |
Settlement of Future Tranche Right upon issuance of Series B Preferred Stock | 36,962 | 0 | 0 |
Retirement of treasury stock | 234,999 | 0 | 0 |
Settlement of convertible note premium with common stock | 59,131 | 0 | 0 |
Receipt of common stock from the counterparties under the Note Hedges | 59,651 | 0 | 0 |
Accrued but unpaid purchases of property and equipment | 750 | 2,731 | 962 |
Accrued but unpaid purchases of treasury stock | 0 | 0 | 2,846 |
Leasehold improvements funded by lease incentives | 0 | 119 | 2,604 |
Contingent receivable in exchange for sale of subsidiary | $ 0 | $ 0 | $ 738 |
CONVERTIBLE PREFERRED STOCK - A
CONVERTIBLE PREFERRED STOCK - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 06, 2021 | May 07, 2020 | Dec. 04, 2019 |
Convertible Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 400 | ||
Series A Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200 | ||
Series A Preferred Stock | Series A Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200 | ||
Sale of stock, number of shares issued (in shares) | 200,000 | ||
Sale of stock, price per share (in dollars per share) | $ 1,000 | ||
Payments of stock issuance costs | $ 2.7 | ||
Series B Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200 | ||
Series B Preferred Stock | Series B Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200 | ||
Sale of stock, number of shares issued (in shares) | 200,000 | ||
Sale of stock, price per share (in dollars per share) | $ 1,000 | ||
Payments of stock issuance costs | $ 1.3 |
CONVERTIBLE PREFERRED STOCK - V
CONVERTIBLE PREFERRED STOCK - Voting Rights, Dividends and Liquidation Rights (Details) - USD ($) $ / shares in Units, $ in Thousands | May 07, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Dec. 04, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||
Holders of preferred stock voting rights, as percentage of voting power of common stock outstanding | 19.90% | ||||
Payments of preferred stock dividends | $ 12,856 | $ 1,589 | $ 0 | ||
Accrued dividends on preferred stock | 5,200 | ||||
Preferred stock dividends, unpaid and undeclared | 12,100 | ||||
Dividends declared and paid | 10,400 | ||||
Dividends on preferred stock | $ 18,922 | $ 7,656 | $ 0 | ||
Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, liquidation preference (in dollars per share) | $ 1,000 | ||||
Preferred stock, dividend payment terms, period | 48 months | ||||
Preferred Stock | Dividend for the first 48-month anniversary of closing date | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate | 5.20% | ||||
Preferred Stock | Dividend after the first 48-month anniversary of closing date | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate | 4.00% | ||||
Preferred Stock | Dividend increase term in event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate | 6.00% | ||||
Preferred Stock | Minimum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, increase percentage each year | 1.00% | ||||
Preferred Stock | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, increase percentage each year | 10.00% |
CONVERTIBLE PREFERRED STOCK - C
CONVERTIBLE PREFERRED STOCK - Conversion And Future Tranche Right (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 06, 2021 | May 07, 2020 | Apr. 30, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Feb. 01, 2021 |
Class of Stock [Line Items] | |||||||
Shares issuable upon conversion (in shares) | 9,800,000 | ||||||
Convertible preferred stock, mandatory conversion term, period following close date with option to require all outstanding shares | 36 months | ||||||
Common stock, trading days | 30 days | ||||||
Convertible preferred stock, threshold percentage of conversion trigger | 175.00% | ||||||
Convertible preferred stock, period following closing date for redemption | 72 months | ||||||
Preferred stock, redemption price in percentage | 100.00% | ||||||
Internal rate of return | 8.00% | ||||||
Preferred stock dividends, unpaid and undeclared | $ 12,100 | ||||||
Future tranche right, fair value | $ 3,400 | ||||||
Carrying value of preferred stock | 436,321 | $ 205,469 | |||||
Change in fair value of future tranche right | $ (15,810) | $ 56,146 | $ 0 | ||||
Apax | |||||||
Class of Stock [Line Items] | |||||||
Percentage ownership of outstanding shares | 12.90% | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion price (in dollars per share) | $ 53.50 | $ 36.38 | |||||
Conversion premium | 17.10% | ||||||
Common stock, consecutive trading days | 45 days | ||||||
Convertible preferred stock, disposition term, number of months anniversary of closing date | 36 months | ||||||
Convertible preferred stock, disposition term, number of months anniversary of consummation of spin-off | 24 months | ||||||
Preferred stock, liquidation preference value | $ 200,000 | ||||||
Preferred stock dividends, unpaid and undeclared | 6,100 | ||||||
Carrying value of preferred stock | $ 203,400 | ||||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion price (in dollars per share) | $ 50.25 | ||||||
Conversion price, trading days | 20 days | ||||||
Preferred stock, liquidation preference value | 200,000 | ||||||
Preferred stock dividends, unpaid and undeclared | $ 6,100 | ||||||
Carrying value of preferred stock | $ 237,000 | ||||||
Change in fair value of future tranche right | $ 15,800 | ||||||
Future tranche right | $ 37,000 | ||||||
Series B Preferred Stock | Series B Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | 200,000 | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, disposition term, number of months anniversary of closing date | 24 months | ||||||
Convertible preferred stock, disposition term, number of months anniversary of consummation of spin-off | 12 months | ||||||
Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, redemption term | 102 months |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Dividends (Details) - USD ($) | Feb. 01, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||||
Dividends on common stock | $ 0 | $ 0 | $ 0 | |
Spin-off transaction, number of shares received (in shares) | 1 |
STOCKHOLDERS' EQUITY - Stock Re
STOCKHOLDERS' EQUITY - Stock Repurchase Programs (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 29, 2022 | Apr. 30, 2021 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Mar. 22, 2022 | Dec. 02, 2021 | Dec. 04, 2019 | |
Class of Stock [Line Items] | |||||||||
Treasury stock repurchased | $ 26,375,000 | $ 33,990,000 | $ 116,536,000 | ||||||
Number of common stock acquired (in shares) | 1,613,000 | 2,126,000 | |||||||
Cost of common stock repurchased | $ 76,000,000 | $ 116,500,000 | |||||||
2019 Share Repurchase Program | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 300,000,000 | ||||||||
Treasury stock repurchased | $ 34,000,000 | $ 116,100,000 | |||||||
March 2021 Share Repurchase Program | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock acquired (in shares) | 1,600,000 | 0 | |||||||
Cost of common stock repurchased | $ 75,400,000 | ||||||||
December 2021 Share Repurchase Program | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchase program, number of shares authorized (up to) (in shares) | 1,500,000 | ||||||||
December 2021 Share Repurchase Program | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Stock repurchase program, number of shares authorized (up to) (in shares) | 500,000 | ||||||||
Stock repurchased during period (in shares) | 1,500,000 | ||||||||
Stock repurchased during period, value | $ 78,200,000 |
STOCKHOLDERS' EQUITY - Treasury
STOCKHOLDERS' EQUITY - Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2021 | Jul. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Class of Stock [Line Items] | |||||
Settlement of conversion premium upon maturity of 2014 Notes | $ (8) | ||||
Number of common stock acquired (in shares) | 1,613,000 | 2,126,000 | |||
Cost of common stock repurchased | $ 76,000 | $ 116,500 | |||
Treasury stock retired | $ 0 | ||||
Common stock repurchased and retired (in shares) | 5,000,786 | ||||
Treasury stock repurchased (in shares) | 613,000 | ||||
Cost of treasury stock acquired | $ 26,375 | $ 33,990 | 116,536 | ||
Treasury stock held (in shares) | 0 | 4,404,000 | |||
Treasury stock acquired | $ 0 | $ 208,124 | |||
Common Stock Including Additional Paid in Capital | |||||
Class of Stock [Line Items] | |||||
Treasury stock retired | $ 235,000 | ||||
2021 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Treasury stock retired (in shares) | 1,058,300 | ||||
Treasury stock retired | $ 49,600 | ||||
2019 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Cost of treasury stock acquired | $ 34,000 | $ 116,100 | |||
2014 Notes | |||||
Class of Stock [Line Items] | |||||
Treasury stock reissued (in shares) | 1,250,000 | ||||
Treasury stock reissued, average cost per share (in dollars per share) | $ 47,300 | ||||
Settlement of conversion premium upon maturity of 2014 Notes | $ 59,100 | ||||
Note hedges, shares received upon settlement (in shares) | 1,250,000 | ||||
Note hedges, shares received upon settlement, value | $ 57,700 | ||||
Note hedges, number of shares received pertaining to reimbursement | 42,000 | ||||
Note hedges, common stock value pertaining to reimbursement | $ 2,000 |
STOCKHOLDERS' EQUITY - Issuance
STOCKHOLDERS' EQUITY - Issuance of Convertible Preferred Stock (Details) - USD ($) $ in Millions | Apr. 06, 2021 | May 07, 2020 | Dec. 04, 2019 | Jan. 31, 2022 |
Apax | ||||
Class of Stock [Line Items] | ||||
Percentage ownership of outstanding shares | 12.90% | |||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 400 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 200 | |||
Series A Preferred Stock | Series A Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 200 | |||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 200 | |||
Series B Preferred Stock | Series B Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 200 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Class of Stock [Line Items] | |||
Balances | $ 1,282,564 | $ 1,242,437 | $ 1,260,804 |
Distribution of Cognyte Software Ltd. | (277,412) | ||
Other comprehensive income (loss) | 18,363 | 15,299 | (6,650) |
Balances | 954,579 | 1,282,564 | 1,242,437 |
Foreign Currency Translation Adjustments | |||
Class of Stock [Line Items] | |||
Balances | (124,481) | (141,963) | |
Distribution of Cognyte Software Ltd. | 17,682 | ||
Other comprehensive income (loss) before reclassifications | (11,668) | 17,482 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | ||
Amounts reclassified upon partial early retirement of the 2017 Term Loan | 0 | ||
Other comprehensive income (loss) | 6,014 | 17,482 | |
Balances | (118,467) | (124,481) | (141,963) |
Foreign Currency Translation Adjustments | Continuing Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | ||
Foreign Currency Translation Adjustments | Discontinued Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | ||
AOCI Attributable to Parent | |||
Class of Stock [Line Items] | |||
Balances | (136,878) | (151,865) | (145,225) |
Distribution of Cognyte Software Ltd. | 17,123 | ||
Other comprehensive income (loss) before reclassifications | (11,598) | 13,435 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | (821) | ||
Amounts reclassified upon partial early retirement of the 2017 Term Loan | (12,017) | ||
Other comprehensive income (loss) | 18,363 | 14,987 | (6,640) |
Balances | (118,515) | (136,878) | (151,865) |
AOCI Attributable to Parent | Continuing Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | (3,188) | ||
AOCI Attributable to Parent | Discontinued Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,636 | ||
Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges | Unrealized gains (losses) on derivative financial instruments designated as hedges | |||
Class of Stock [Line Items] | |||
Balances | 634 | 626 | |
Distribution of Cognyte Software Ltd. | (559) | ||
Other comprehensive income (loss) before reclassifications | 70 | 1,869 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 193 | ||
Amounts reclassified upon partial early retirement of the 2017 Term Loan | 0 | ||
Other comprehensive income (loss) | (682) | 8 | |
Balances | (48) | 634 | 626 |
Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges | Unrealized gains (losses) on derivative financial instruments designated as hedges | Continuing Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | 225 | ||
Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges | Unrealized gains (losses) on derivative financial instruments designated as hedges | Discontinued Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,636 | ||
Unrealized Losses on Interest Rate Swap Designated as Hedge | Unrealized gains (losses) on derivative financial instruments designated as hedges | |||
Class of Stock [Line Items] | |||
Balances | (13,031) | (10,528) | |
Distribution of Cognyte Software Ltd. | 0 | ||
Other comprehensive income (loss) before reclassifications | 0 | (5,916) | |
Amounts reclassified out of accumulated other comprehensive income (loss) | (1,014) | ||
Amounts reclassified upon partial early retirement of the 2017 Term Loan | (12,017) | ||
Other comprehensive income (loss) | 13,031 | (2,503) | |
Balances | $ 0 | (13,031) | $ (10,528) |
Unrealized Losses on Interest Rate Swap Designated as Hedge | Unrealized gains (losses) on derivative financial instruments designated as hedges | Continuing Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | (3,413) | ||
Unrealized Losses on Interest Rate Swap Designated as Hedge | Unrealized gains (losses) on derivative financial instruments designated as hedges | Discontinued Operations | |||
Class of Stock [Line Items] | |||
Amounts reclassified out of accumulated other comprehensive income (loss) | $ 0 |
STOCKHOLDERS' EQUITY - Accumula
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Apr. 13, 2021 | May 01, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Class of Stock [Line Items] | |||||
Payments for derivative instrument | $ 16,502 | $ 0 | $ 0 | ||
Deferred tax asset reclassified upon derivative settlement | $ 3,700 | ||||
2018 Interest Rate Swap | |||||
Class of Stock [Line Items] | |||||
Payments for derivative instrument | $ 16,500 | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 15,700 | $ 20,400 |
STOCKHOLDERS' EQUITY - AMOUNTS
STOCKHOLDERS' EQUITY - AMOUNTS RECLASSIFIED OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Class of Stock [Line Items] | |||||||||||
Research and development, net | $ (123,291) | $ (128,152) | $ (134,236) | ||||||||
Selling, general and administrative | (376,808) | (327,345) | (379,234) | ||||||||
Interest Expense | (10,325) | (39,803) | (40,314) | ||||||||
Total, before income taxes | $ 6,115 | $ 22,850 | $ 9,517 | $ 1,022 | $ (25,551) | $ (1,017) | $ (1,025) | $ (14,071) | 39,504 | (41,664) | (39,567) |
Provision for income taxes | (23,853) | (6,937) | (6,943) | ||||||||
Net income (loss) from continuing operations | $ (4,260) | $ 13,501 | $ 5,316 | $ 1,094 | $ (22,712) | $ (2,101) | $ (9,370) | $ (14,418) | 15,651 | (48,601) | (46,510) |
Recurring | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cost of revenue | (156,569) | (139,044) | (132,789) | ||||||||
Nonrecurring | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cost of revenue | (124,226) | (130,545) | (149,795) | ||||||||
Foreign currency forward contracts | Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Class of Stock [Line Items] | |||||||||||
Research and development, net | 142 | 182 | 42 | ||||||||
Selling, general and administrative | 65 | 56 | 20 | ||||||||
Total, before income taxes | 232 | 267 | 64 | ||||||||
Provision for income taxes | (39) | (42) | (6) | ||||||||
Net income (loss) from continuing operations | 193 | 225 | 58 | ||||||||
Foreign currency forward contracts | Recurring | Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cost of revenue | 1 | 1 | (3) | ||||||||
Foreign currency forward contracts | Nonrecurring | Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cost of revenue | 24 | 28 | 5 | ||||||||
Interest rate swap agreement | Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Class of Stock [Line Items] | |||||||||||
Interest Expense | (1,014) | (4,367) | (792) | ||||||||
Other income (expense), net | (15,655) | 0 | 0 | ||||||||
Total, before income taxes | (16,669) | (4,367) | (792) | ||||||||
Provision for income taxes | 3,638 | 954 | 175 | ||||||||
Net income (loss) from continuing operations | $ (13,031) | $ (3,413) | $ (617) |
RESEARCH AND DEVELOPMENT, NET -
RESEARCH AND DEVELOPMENT, NET - R&D Expenses And Grants (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Research and Development [Abstract] | |||
Gross research and development expenses | $ 123,300,000 | $ 128,200,000 | $ 134,200,000 |
Capitalized computer software, impairments | $ 0 | $ 129,000 | $ 0 |
RESEARCH AND DEVELOPMENT, NET_2
RESEARCH AND DEVELOPMENT, NET - Capitalized Software Development Costs (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Movement in Capitalized Computer Software, Net [Roll Forward] | |||
Beginning of the period | $ 19,250,000 | $ 15,351,000 | $ 7,266,000 |
Software development costs capitalized during the year | 7,560,000 | 7,312,000 | 9,584,000 |
Amortization of capitalized software development costs | (4,247,000) | (3,304,000) | (1,538,000) |
Write-offs of capitalized software development costs | 0 | (129,000) | 0 |
Foreign currency translation and other | (80,000) | 20,000 | 39,000 |
End of the period | $ 22,483,000 | $ 19,250,000 | $ 15,351,000 |
INCOME TAXES - Income (Loss) Be
INCOME TAXES - Income (Loss) Before Provision before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ (12,492) | $ 127,909 | $ (46,896) | ||||||||
Foreign | 51,996 | (169,573) | 7,329 | ||||||||
Income (loss) from continuing operations before provision for income taxes | $ 6,115 | $ 22,850 | $ 9,517 | $ 1,022 | $ (25,551) | $ (1,017) | $ (1,025) | $ (14,071) | $ 39,504 | $ (41,664) | $ (39,567) |
INCOME TAXES - Provision For In
INCOME TAXES - Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Current provision for income taxes: | |||
Federal | $ 3,215 | $ 373 | $ 7,204 |
State | 1,121 | 1,663 | 974 |
Foreign | 30,840 | 6,299 | 3,049 |
Total current provision for income taxes | 35,176 | 8,335 | 11,227 |
Deferred provision for (benefit from) income taxes: | |||
Federal | 6,714 | 1,366 | (4,430) |
State | 255 | (188) | 862 |
Foreign | (18,292) | (2,576) | (716) |
Total deferred benefit from income taxes | (11,323) | (1,398) | (4,284) |
Total provision for income taxes from continuing operations | $ 23,853 | $ 6,937 | $ 6,943 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Income tax provision (benefit) at the U.S. federal statutory rate | $ 8,296 | $ (8,733) | $ (8,307) |
State income tax (benefit) provision | (1,238) | 2,017 | 106 |
Foreign tax rate differential | 6,262 | 5,992 | 10,134 |
Tax incentives | (6,378) | (2,681) | (6,224) |
Valuation allowances | 2,616 | (3,269) | 2,311 |
Stock-based and other compensation | 897 | 2,958 | (926) |
Non-deductible expenses | (238) | (1,007) | 1,127 |
Tax credits | 117 | 875 | 266 |
Tax contingencies | 2,108 | (5,652) | 161 |
Change in fair value of future tranche right | (3,320) | 11,791 | 0 |
Changes in tax laws | 1,552 | 0 | 0 |
U.S. tax effects of foreign operations | 13,480 | 3,828 | 8,299 |
Other, net | (301) | 818 | (4) |
Total provision for income taxes from continuing operations | $ 23,853 | $ 6,937 | $ 6,943 |
Effective income tax rate | 60.40% | (16.60%) | (17.50%) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, increase (decrease) due to tax incentive | (16.10%) | 6.40% | 15.80% | |
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward, amount | $ 8,900 | |||
Tax credit carryforward amount indefinite carryforward | 2,700 | |||
Tax credit carryforward amount subject to expiration | 6,200 | |||
Taxes withholding with respect to certain cash may be repatriated | 1,000 | |||
Unrecognized tax benefits | 84,229 | $ 84,847 | $ 85,327 | $ 86,312 |
Unrecognized tax benefits, income tax penalties and interest expense | 500 | 400 | $ 200 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 3,400 | $ 3,000 | ||
Decrease in unrecognized tax benefits is reasonably possible | 300 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 309,100 | |||
Operating loss carryforwards, not subject to expiration | 13,100 | |||
State and Local Jurisdictions | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 206,700 | |||
Operating loss carryforwards, not subject to expiration | 2,400 | |||
Foreign Countries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 33,100 | |||
Operating loss carryforwards, not subject to expiration | $ 2,900 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Deferred tax assets: | ||
Accrued expenses | $ 4,464 | $ 5,383 |
Operating lease liabilities | 9,275 | 11,040 |
Fair value of derivatives | 0 | 4,149 |
Loss carryforwards | 21,764 | 17,672 |
Tax credits | 5,780 | 5,946 |
Stock-based and other compensation | 6,802 | 7,434 |
Total deferred tax assets | 48,085 | 51,624 |
Deferred tax liabilities: | ||
Deferred cost of revenue | (8,457) | (5,100) |
Goodwill and other intangible assets | (20,810) | (29,876) |
Unremitted earnings of foreign subsidiaries | (970) | (14,882) |
Operating lease right-of-use assets | (4,959) | (8,569) |
Other, net | (1,547) | (2,140) |
Total deferred tax liabilities | (36,743) | (60,567) |
Valuation allowance | (20,711) | (16,761) |
Net deferred tax liabilities | (9,369) | (25,704) |
Recorded as: | ||
Deferred tax assets | 8,091 | 7,287 |
Deferred tax liabilities | (17,460) | (32,991) |
Net deferred tax liabilities | $ (9,369) | $ (25,704) |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Recorded valuation allowance | ||
Balance at beginning of year | $ (16,761) | $ (19,512) |
Balance at end of year | (20,711) | (16,761) |
Income tax (provision) benefit | ||
Recorded valuation allowance | ||
Adjustments to Valuation Allowances | (2,616) | 3,269 |
Fair value of derivatives and convertible debt instruments | ||
Recorded valuation allowance | ||
Adjustments to Valuation Allowances | (1,139) | 0 |
Currency translation adjustment and other | ||
Recorded valuation allowance | ||
Adjustments to Valuation Allowances | $ (195) | $ (518) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Changes in the balance of gross unrecognized tax benefits | |||
Gross unrecognized tax benefits, beginning of year | $ 84,847 | $ 85,327 | $ 86,312 |
Increases related to tax positions taken during the current year | 672 | 706 | 575 |
Increases related to tax positions taken during prior years | 430 | 0 | 147 |
Increases related to foreign currency exchange rates | 45 | 136 | 146 |
Reductions for tax positions of prior years | (152) | (193) | (1,555) |
Lapses of statutes of limitations | (1,613) | (1,129) | (298) |
Gross unrecognized tax benefits, end of year | $ 84,229 | $ 84,847 | $ 85,327 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Level 1 | ||
Assets: | ||
Money market funds | $ 127,041 | $ 342,090 |
Commercial paper, classified as cash and cash equivalents | 0 | |
Foreign currency forward contracts | 0 | 0 |
Contingent consideration receivable | 0 | 0 |
Total assets | 127,041 | 342,090 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Interest rate swap agreements | 0 | |
Future tranche right | 0 | |
Contingent consideration — business combinations | 0 | 0 |
Option to acquire noncontrolling interests of consolidated subsidiaries | 0 | |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
Commercial paper, classified as cash and cash equivalents | 29,995 | |
Foreign currency forward contracts | 33 | 136 |
Contingent consideration receivable | 0 | 0 |
Total assets | 30,028 | 136 |
Liabilities: | ||
Foreign currency forward contracts | 91 | 48 |
Interest rate swap agreements | 17,881 | |
Future tranche right | 0 | |
Contingent consideration — business combinations | 7,776 | 0 |
Option to acquire noncontrolling interests of consolidated subsidiaries | 0 | |
Total liabilities | 7,867 | 17,929 |
Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
Commercial paper, classified as cash and cash equivalents | 0 | |
Foreign currency forward contracts | 0 | 0 |
Contingent consideration receivable | 271 | 565 |
Total assets | 271 | 565 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Interest rate swap agreements | 0 | |
Future tranche right | 52,772 | |
Contingent consideration — business combinations | 0 | 15,704 |
Option to acquire noncontrolling interests of consolidated subsidiaries | 3,250 | |
Total liabilities | $ 0 | $ 71,726 |
FAIR VALUE MEASUREMENTS - ADDIT
FAIR VALUE MEASUREMENTS - ADDITIONAL INFORMATION (Details) | Apr. 13, 2021USD ($) | May 01, 2020USD ($) | Jan. 31, 2020 | Jan. 31, 2022USD ($)subsidiary | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Contingent consideration, measurement period | 36 months | |||||
Number of majority owned subsidiaries acquired | subsidiary | 2 | |||||
Payment for termination of interest rate swap | $ 16,502,000 | $ 0 | $ 0 | |||
Deferred tax asset reclassified upon derivative settlement | 3,700,000 | |||||
Noncontrolling equity investment in privately-held companies without readily determinable fair values | 5,100,000 | 2,000,000 | ||||
Noncontrolling equity investment in privately-held companies without readily determinable fair values, remeasured to fair value | 4,400,000 | |||||
Unrealized gain on noncontrolling equity investment | 3,100,000 | |||||
Noncontrolling equity investment in privately-held companies, impairments | $ 0 | $ 0 | ||||
2018 Interest Rate Swap | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Payment for termination of interest rate swap | $ 16,500,000 | |||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 15,700,000 | $ 20,400,000 | ||||
Minimum | Discount Rate | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Contingent consideration, liability, measurement input | 0.033 | |||||
Contingent consideration, asset, measurement input | 0.035 | 0.033 | ||||
Maximum | Discount Rate | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Contingent consideration, liability, measurement input | 0.038 | |||||
Contingent consideration, asset, measurement input | 0.039 | 0.040 | ||||
Weighted Average | Discount Rate | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Contingent consideration, liability, measurement input | 0.035 | |||||
Contingent consideration, asset, measurement input | 0.037 | 0.037 | ||||
Level 3 | 2017 Term Loan | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Long-term debt | $ 100,000,000 | $ 409,000,000 | ||||
Level 3 | Recurring | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Contingent consideration receivable | 271,000 | 565,000 | ||||
Contingent consideration payments received | 300,000 | 100,000 | ||||
Transfer of contingent consideration liability to Level 2 of the fair value hierarchy | 0 | 15,704,000 | ||||
Level 2 | 2014 Notes | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Fair value of term loans | 440,000,000 | |||||
Level 2 | 2021 Notes | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Fair value of term loans | 330,000,000 | |||||
Level 2 | Recurring | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Contingent consideration receivable | 0 | 0 | ||||
Transfer of contingent consideration liability to Level 2 of the fair value hierarchy | 7,776,000 | 0 | ||||
Future tranche right | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Reclassification of future tranche right liability upon settlement | $ 36,962,000 | $ 0 | ||||
Option to Acquire Noncontrolling Interests | Discount Rate | ||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||
Rights outstanding, measurement input | 0.085 |
FAIR VALUE MEASUREMENTS - CHANG
FAIR VALUE MEASUREMENTS - CHANGES IN FAIR VALUE OF FUTURE TRANCHE RIGHT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Change in fair value, recorded in other income (expense), net | $ 900 | $ (800) | $ 4,900 |
Future tranche right | |||
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Fair value measurement, beginning of year | (52,772) | 0 | |
Fair value of future tranche right upon issuance of the Series A Preferred Stock | 0 | 3,374 | |
Change in fair value, recorded in other income (expense), net | 15,810 | (56,146) | |
Reclassification of future tranche right liability upon settlement | 36,962 | 0 | |
Fair value measurement, end of year | $ 0 | $ (52,772) | $ 0 |
FAIR VALUE MEASUREMENTS - CONTI
FAIR VALUE MEASUREMENTS - CONTINGENT CONSIDERATION TABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Changes in fair values, recorded in operating expenses | $ (900) | $ 800 | $ (4,900) |
Liability for contingent consideration | |||
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Fair value measurement, beginning of year | 15,704 | 31,367 | |
Contingent consideration liabilities recorded for business combinations | 900 | 0 | |
Changes in fair values, recorded in operating expenses | 883 | (806) | |
Payments of contingent consideration | (9,560) | (15,183) | |
Foreign currency translation and other | (151) | 326 | |
Transfer of contingent consideration liability to Level 2 of the fair value hierarchy | (7,776) | 0 | |
Fair value measurement, end of year | $ 0 | $ 15,704 | $ 31,367 |
FAIR VALUE MEASUREMENTS - OPTIO
FAIR VALUE MEASUREMENTS - OPTION TO ACQUIRE NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Changes in fair values, recorded in operating expenses | $ (900) | $ 800 | $ (4,900) |
Option to acquire noncontrolling interests | |||
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Fair value measurement, beginning of year | 3,250 | 2,900 | |
Changes in fair values, recorded in operating expenses | 1,245 | 350 | |
Amount paid upon exercise of option to acquire noncontrolling interests of consolidated subsidiaries | (4,495) | 0 | |
Fair value measurement, end of year | $ 0 | $ 3,250 | $ 2,900 |
FAIR VALUE MEASUREMENTS - FAIR
FAIR VALUE MEASUREMENTS - FAIR VALUE INPUTS AND ASSUMPTIONS (Details) - Level 3 - Recurring - Future tranche right | Apr. 06, 2021 | Jan. 31, 2021 |
Risk-free interest rate for preferred stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rights outstanding, measurement input | 0.0235 | 0.0186 |
Implied credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rights outstanding, measurement input | 0.0678 | 0.0678 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rights outstanding, measurement input | 0.3000 | 0.3000 |
Verint common stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rights outstanding, measurement input | 45.91 | 73.83 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) $ in Thousands | Apr. 13, 2021 | May 01, 2020 | Jun. 29, 2017 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Sep. 06, 2019 |
Derivative [Line Items] | |||||||
Payments for derivative instrument | $ 16,502 | $ 0 | $ 0 | ||||
Unrealized gain on derivatives | (14,374) | (1,267) | $ 204 | ||||
Deferred tax asset reclassified upon derivative settlement | $ 3,700 | ||||||
Foreign currency forward contracts | |||||||
Derivative [Line Items] | |||||||
Derivative, remaining maturity | 12 months | ||||||
Derivative - notional amount | $ 7,400 | $ 6,600 | |||||
Maximum maturity of foreign currency derivatives | 12 months | ||||||
2016 Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Derivative - notional amount | $ 200,000 | ||||||
Derivative - fixed interest rate | 4.143% | ||||||
Derivative - index interest rate floor | 0.75% | ||||||
Derivative - basis spread on variable rate | 2.75% | ||||||
Gain on discontinuation of cash flow hedge | $ 900 | ||||||
2018 Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Derivative - notional amount | $ 200,000 | ||||||
Derivative - fixed interest rate | 2.949% | ||||||
Derivative - index interest rate floor | 0.00% | ||||||
Reclassification of cash flow hedge loss, before tax | $ 15,700 | $ 20,400 | |||||
Reclassification of cash flow hedge loss, after tax | $ 16,000 | ||||||
Payments for derivative instrument | 16,500 | ||||||
Unrealized gain on derivatives | $ 1,300 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Fair Values of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Fair Values of Derivative Financial Instruments | ||
Assets, fair value | $ 33 | $ 136 |
Liabilities, fair value | 91 | 17,929 |
Prepaid expenses and other current assets | Foreign currency forward contracts | Designated as cash flow hedges | ||
Fair Values of Derivative Financial Instruments | ||
Assets, fair value | 33 | 136 |
Accrued expenses and other current liabilities | Foreign currency forward contracts | Designated as cash flow hedges | ||
Fair Values of Derivative Financial Instruments | ||
Liabilities, fair value | 91 | 47 |
Accrued expenses and other current liabilities | Foreign currency forward contracts | Not designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Liabilities, fair value | 0 | 1 |
Accrued expenses and other current liabilities | Interest rate swap agreement | Not designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Liabilities, fair value | 0 | 4,316 |
Other liabilities | Interest rate swap agreement | Not designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Liabilities, fair value | $ 0 | $ 13,565 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of the Effects of Derivative Financial Instruments Designated as Cash Flow Hedging Instruments (Details) - Designated as cash flow hedges - Cash flow hedging - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net gains (losses) recognized in Accumulated other comprehensive (loss) income | $ 85 | $ (7,212) | $ (9,976) |
Net (losses) gains reclassified from Accumulated other comprehensive (loss) income to the consolidated statements of operations | (16,437) | (4,100) | (728) |
Foreign currency forward contracts | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net gains (losses) recognized in Accumulated other comprehensive (loss) income | 85 | 323 | 289 |
Net (losses) gains reclassified from Accumulated other comprehensive (loss) income to the consolidated statements of operations | 232 | 267 | 64 |
Interest rate swap agreement | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net gains (losses) recognized in Accumulated other comprehensive (loss) income | 0 | (7,535) | (10,265) |
Net (losses) gains reclassified from Accumulated other comprehensive (loss) income to the consolidated statements of operations | $ (16,669) | $ (4,367) | $ (792) |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Gains (Losses) Recognized on Derivative Financial Instruments Not Designated As Hedging Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
(Losses) gains on derivative financial instruments, net | $ (14,374) | $ (1,267) | $ 204 |
Not designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
(Losses) gains on derivative financial instruments, net | (14,374) | (1,267) | 203 |
Foreign currency forward contracts | Not designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
(Losses) gains on derivative financial instruments, net | 0 | 0 | 251 |
Interest rate swap agreement | Not designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
(Losses) gains on derivative financial instruments, net | $ (14,374) | $ (1,267) | $ (48) |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Stock-Based Compensation Plans (Details) - 2019 Long-Term Stock Incentive Plan | Jan. 31, 2022shares | Mar. 31, 2021shares | Feb. 01, 2021 |
Stock-Based Compensation Plans | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 9,475,000 | 14,239,656 | |
Reduction of available plan capacity for each stock option or stock-settled stock appreciation right (in shares) | 1 | ||
Reduction of available plan capacity for each other award (in shares) | 2.38 | ||
Unvested awards conversion factor | 1.45 | 1.45 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | $ 65,265 | $ 45,200 | $ 64,839 |
Income tax benefits related to stock-based compensation (before consideration of valuation allowances) | 10,615 | 6,684 | 7,357 |
Total stock-based compensation, net of taxes | 54,650 | 38,516 | 57,482 |
Cost of revenue — recurring | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | 1,999 | 1,109 | 2,100 |
Cost of revenue — nonrecurring | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | 3,029 | 2,184 | 3,316 |
Research and development, net | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | 7,565 | 3,918 | 7,212 |
Selling, general and administrative | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | $ 52,672 | $ 37,989 | $ 52,211 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of Stock-Based Compensation Expense by Type of Award (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Stock-based compensation expense | |||
Share-based payment arrangement, expense | $ 65,265 | $ 45,200 | $ 64,839 |
Net excess tax deficiency (benefit) resulting from Stock Plans | (2,500) | 900 | (1,900) |
Total equity-settled awards | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | 65,246 | 45,208 | 64,802 |
Restricted stock units and restricted stock awards | Total equity-settled awards | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | 58,678 | 47,598 | 49,475 |
Stock Bonus Program | Total equity-settled awards | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | 6,568 | (2,390) | 15,327 |
Phantom stock units (cash-settled awards) | Phantom stock units (cash-settled awards) | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | $ 19 | $ (8) | $ 37 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Restricted Stock Units and Performance Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Shares or Units | |||
Beginning balance, adjusted for Spin-Off (in shares) | 2,950 | ||
Beginning balance (in shares) | 2,017 | 1,879 | 1,877 |
Granted (in shares) | 1,540 | 1,469 | 1,157 |
Released (in shares) | (1,800) | (1,125) | (1,009) |
Forfeited (in shares) | (236) | (206) | (146) |
Ending balance (in shares) | 2,454 | 2,017 | 1,879 |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance, adjusted for Spin-Off (in dollars per share) | $ 35.97 | ||
Beginning balance (in dollars per share) | $ 51.90 | 52.96 | $ 40.98 |
Granted (in dollars per share) | 48.01 | 47.30 | 59.89 |
Released (in dollars per share) | 36.14 | 47.53 | 39.76 |
Forfeited (in dollars per share) | 40.23 | 52.59 | 45.07 |
Ending balance (in dollars per share) | $ 42.99 | $ 51.90 | $ 52.96 |
Additional disclosures | |||
Granted (in shares) | 1,540 | 1,469 | 1,157 |
RSUs | |||
Shares or Units | |||
Granted (in shares) | 1,328 | ||
Additional disclosures | |||
Granted (in shares) | 1,328 | ||
Unrecognized compensation expense | $ 66.8 | ||
Remaining weighted-average vesting period over which expense is expected to be recognized (in years) | 1 year 4 months 24 days |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of PSU Activity (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Shares or Units | |||
Beginning balance, adjusted for Spin-Off (in shares) | 2,950 | ||
Beginning balance (in shares) | 2,017 | 1,879 | 1,877 |
Granted (in shares) | 1,540 | 1,469 | 1,157 |
Released (in shares) | (1,800) | (1,125) | (1,009) |
Forfeited (in shares) | (236) | (206) | (146) |
Ending balance (in shares) | 2,454 | 2,017 | 1,879 |
Performance based RSU's | |||
Shares or Units | |||
Beginning balance, adjusted for Spin-Off (in shares) | 743 | ||
Beginning balance (in shares) | 511 | 423 | 414 |
Granted (in shares) | 212 | 297 | 237 |
Released (in shares) | (381) | (182) | (200) |
Forfeited (in shares) | (27) | (27) | (28) |
Ending balance (in shares) | 547 | 511 | 423 |
STOCK-BASED COMPENSATION AND _8
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Adjustment in Connection with the Spin-Off (Details) | Jan. 31, 2022 | Feb. 01, 2021 |
2019 Long-Term Stock Incentive Plan | ||
Stock-Based Compensation Plans | ||
Unvested awards conversion factor | 1.45 | 1.45 |
STOCK-BASED COMPENSATION AND _9
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Stock Bonus Program (Details) - Stock Bonus Program - shares | Mar. 22, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 |
Stock-Based Compensation Plans | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||||
Share-based compensation arrangement by share-based payment award, determination of shares issuable trailing period of average price of common stock | 5 days | ||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 200,000 | 200,000 | 200,000 | ||
Discount from market price (as a percent) | 15.00% | 15.00% | 15.00% | 15.00% | |
Shares in lieu of cash bonus - granted and released (in shares) | 0 | 32,000 | 97,000 | ||
Shares released in respect of discount | 0 | 3,000 | 13,000 | ||
Subsequent Event | |||||
Stock-Based Compensation Plans | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 200,000 | ||||
Discount from market price (as a percent) | 15.00% |
STOCK-BASED COMPENSATION AND_10
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Activities Of Stock Bonus Program (Details) - Stock Bonus Program - shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Stock-Based Compensation Plans | |||
Shares in lieu of cash bonus - granted and released (in shares) | 0 | 32,000 | 97,000 |
Shares granted in respect of discount | 0 | 0 | 16,000 |
Shares released in respect of discount | 0 | 3,000 | 13,000 |
STOCK-BASED COMPENSATION AND_11
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Bonus Share Program (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Mar. 29, 2022 | Jan. 31, 2019 | |
Bonus Share Program | |||||
Stock-Based Compensation Plans | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 300,000 | 300,000 | 305,000 | 300,000 | |
Shares in lieu of cash bonus - granted and released (in shares) | 0 | 272,000 | 59,000 | ||
Bonus Share Program | Subsequent Event | |||||
Stock-Based Compensation Plans | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 300,000 | ||||
Stock bonus program and bonus share program | |||||
Stock-Based Compensation Plans | |||||
Accrued bonuses | $ 6.5 |
STOCK-BASED COMPENSATION AND_12
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Other Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
401(k) Plan and Other Retirement Plans | |||
Employee contribution limit (as a percentage of compensation) | 60.00% | ||
Company's matching contribution as percentage of employee's annual compensation (as a percentage of compensation) | 50.00% | ||
Defined Contribution Plan Employer Matching Contribution Per Employee Maximum Amount | $ 2,000 | ||
Matching contribution expense | 2,600,000 | $ 2,600,000 | $ 2,900,000 |
Liability for Severance Pay | |||
Severance expenses | $ 1,300,000 | $ 1,100,000 | $ 1,100,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Lessee operating and finance leases options to extend lease terms | 10 years | |||
Finance lease, right-of-use asset | $ 14.4 | $ 11 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | ||
Finance lease, accumulated depreciation | $ 5 | $ 2.7 | ||
Accelerated operating lease costs | 9.8 | 2.4 | ||
Operating ease expense, indirect shared facility expenses | $ 6.9 | $ 6.7 | ||
Operating leases, not yet commenced with future lease obligations, amount | $ 2.4 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee operating and finance leases remaining lease term | 1 year | |||
Lessee operating and finance leases options to terminate leases term | 1 year | |||
Minimum | Forecast | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating leases, not yet commenced with future lease obligations, term | 3 years | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee operating and finance leases remaining lease term | 8 years | |||
Lessee operating and finance leases options to terminate leases term | 3 years | |||
Maximum | Forecast | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating leases, not yet commenced with future lease obligations, term | 4 years |
LEASES - Component Of Lease Exp
LEASES - Component Of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expenses | $ 24,241 | $ 28,617 | $ 26,583 |
Amortization of right-of-use assets | 3,223 | 2,295 | 581 |
Interest on lease liabilities | 260 | 312 | 204 |
Total finance lease expenses | 3,483 | 2,607 | 785 |
Variable lease expenses | 6,344 | 5,504 | 5,609 |
Short-term lease expenses | 1,055 | 584 | 657 |
Sublease income | (1,804) | (966) | (908) |
Total lease expenses | $ 33,319 | $ 36,346 | $ 32,726 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 19,360 | $ 21,243 | $ 20,083 |
Operating cash flows from finance leases | 260 | 312 | 204 |
Financing cash flows from finance leases | 3,189 | 2,389 | 1,930 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 11,282 | 7,619 | 17,843 |
Finance leases | $ 4,041 | $ 903 | $ 3,288 |
Weighted average remaining lease terms | |||
Operating leases | 3 years | 6 years | 6 years |
Finance leases | 3 years | 3 years | 3 years |
Weighted average discount rates | |||
Operating leases | 4.80% | 5.80% | 5.70% |
Finance leases | 3.80% | 4.00% | 5.10% |
LEASES - Maturities Of Lease Li
LEASES - Maturities Of Lease Liabilities (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Operating Leases | |
2023 | $ 26,526 |
2024 | 9,808 |
2025 | 8,221 |
2026 | 5,056 |
2027 | 4,312 |
Thereafter | 5,423 |
Total future minimum lease payments | 59,346 |
Less: imputed interest | (6,338) |
Total | 53,008 |
Finance Leases | |
2023 | 2,804 |
2024 | 2,017 |
2025 | 1,418 |
2026 | 550 |
2027 | 19 |
Thereafter | 0 |
Total future minimum lease payments | 6,808 |
Less: imputed interest | (348) |
Total | $ 6,460 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Operating Leases | ||
Operating lease obligations - current portion | $ 24,551 | $ 14,230 |
Operating lease liabilities, noncurrent | $ 28,457 | $ 56,712 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Total | $ 53,008 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Leases | ||
Finance lease liability, current | $ 2,629 | |
Finance lease obligations - long-term portion | 3,831 | $ 2,969 |
Total | $ 6,460 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Purchase Obligations And Off-Balance Sheet Risk (Details) $ in Millions | Jan. 31, 2022USD ($) |
Unconditional Purchase Obligations (Excluding Capital Stock Redemptions) [Abstract] | |
Unconditional purchase obligations | $ 240.3 |
Concentration Risks, Types, No Concentration Percentage [Abstract] | |
Outstanding letters of credit and surety bonds | $ 1.5 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details) $ in Millions | Jun. 07, 2012defendant | Jan. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of defendants | defendant | 3 | |
Loss contingency, damages sought, value | $ | $ 150 |
SEGMENT, GEOGRAPHIC, AND SIGN_3
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Reportable Operating Segments (Details) - segment | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 2 |
SEGMENT, GEOGRAPHIC, AND SIGN_4
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | $ 234,168 | $ 224,820 | $ 214,617 | $ 200,904 | $ 225,080 | $ 215,222 | $ 204,080 | $ 185,865 | $ 874,509 | $ 830,247 | $ 846,525 |
Americas: | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 600,723 | 569,950 | 589,075 | ||||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 552,680 | 515,480 | 539,586 | ||||||||
Other | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 48,043 | 54,470 | 49,489 | ||||||||
EMEA: | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 180,166 | 173,216 | 168,942 | ||||||||
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 100,606 | 100,855 | 100,107 | ||||||||
Other | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 79,560 | 72,361 | 68,835 | ||||||||
APAC | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | $ 93,620 | $ 87,081 | $ 88,508 |
SEGMENT, GEOGRAPHIC, AND SIGN_5
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Property and equipment, net (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 64,090 | $ 69,090 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 50,241 | 51,537 |
United Kingdom | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 9,225 | 11,345 |
Other countries | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 4,624 | $ 6,208 |
SEGMENT, GEOGRAPHIC, AND SIGN_6
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Significant Customers (Details) | 12 Months Ended |
Jan. 31, 2021 | |
Largest Customer | Total Revenue | Revenue from Rights Concentration Risk | |
Concentration Risk [Line Items] | |
Concentrations of credit risk, percentage | 10.00% |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Quarterly Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $ 234,168 | $ 224,820 | $ 214,617 | $ 200,904 | $ 225,080 | $ 215,222 | $ 204,080 | $ 185,865 | $ 874,509 | $ 830,247 | $ 846,525 |
Gross profit | 152,587 | 152,736 | 142,050 | 128,564 | 149,205 | 141,350 | 137,179 | 114,962 | 575,937 | 542,696 | 542,362 |
Income (loss) from continuing operations before provision for income taxes | (6,115) | (22,850) | (9,517) | (1,022) | 25,551 | 1,017 | 1,025 | 14,071 | (39,504) | 41,664 | 39,567 |
Net income (loss) from continuing operations | 4,260 | (13,501) | (5,316) | (1,094) | 22,712 | 2,101 | 9,370 | 14,418 | (15,651) | 48,601 | 46,510 |
Net income (loss) attributable to Verint Systems Inc. | 4,623 | (13,237) | (5,000) | (799) | 19,922 | (10,175) | (8,494) | 6,014 | (14,413) | 7,267 | (28,684) |
Net (loss) income attributable to Verint Systems Inc. for basic net (loss) income per common share | $ (9,823) | $ 8,037 | $ (200) | $ (2,523) | (4,509) | (14,923) | 28,684 | ||||
Net loss from continuing operations attributable to Verint Systems Inc. common shares | (25,403) | (5,068) | (12,181) | (14,658) | (4,509) | (57,310) | (47,089) | ||||
Net income from discontinued operations attributable to Verint Systems Inc. common shares | $ 2,967 | $ 12,585 | $ 18,191 | $ 8,644 | $ 0 | $ 42,387 | $ 75,773 | ||||
Net (loss) income attributable to Verint Systems Inc. common shares: | |||||||||||
Basic (in dollars per share) | $ (0.15) | $ 0.12 | $ 0 | $ (0.04) | $ (0.07) | $ (0.23) | $ 0.43 | ||||
Diluted (in dollars per share) | $ (0.15) | $ 0.12 | $ 0 | $ (0.04) | (0.07) | (0.23) | 0.43 | ||||
Continuing operations - basic (in dollars per share) | $ (0.39) | $ (0.08) | $ (0.19) | $ (0.23) | (0.07) | (0.88) | (0.71) | ||||
Continuing operations - diluted (in dollars per share) | (0.39) | (0.08) | (0.18) | (0.23) | (0.07) | (0.88) | (0.71) | ||||
Discontinued operations (in dollars per share) | 0.05 | 0.19 | 0.28 | 0.14 | 0 | 0.65 | 1.14 | ||||
Discontinued operations (in dollars per share) | $ 0.05 | $ 0.19 | $ 0.27 | $ 0.14 | $ 0 | $ 0.65 | $ 1.14 |
SELECTED QUARTERLY FINANCIAL _4
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Additional Information (Details) $ in Millions | 3 Months Ended |
Jan. 31, 2021USD ($) | |
Selected Quarterly Financial Information [Abstract] | |
Non-cash future tranche right charge | $ 33.3 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - December 2021 Share Repurchase Program - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | ||
Mar. 29, 2022 | Mar. 22, 2022 | Dec. 02, 2021 | |
Subsequent Event [Line Items] | |||
Stock repurchase program, number of shares authorized (up to) (in shares) | 1,500,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock repurchase program, number of shares authorized (up to) (in shares) | 500,000 | ||
Stock repurchased during period (in shares) | 1,500,000 | ||
Stock repurchased during period, value | $ 78.2 | ||
Stock repurchased, average price (in dollars per share) | $ 52.11 |