UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2017April 30, 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
 
Commission File No. 001-34807


vrnt-20210430_g1.jpg
Verint Systems Inc.Inc
(Exact Name of Registrant as Specified in its Charter)
Delaware11-3200514
(State or Other Jurisdiction of Incorporation or

Organization)
(I.R.S. Employer Identification No.)
175 Broadhollow Road Melville, New York11747
Melville,New York11747
(Address of Principal Executive Offices)(Zip Code)
(631) 962-9600962-9600
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
The NASDAQ Stock Market, LLC
Common Stock, $.001 par value per shareVRNT(NASDAQ Global Select Market)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ
No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ
No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company," and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ
 
There were 63,781,21164,999,036 shares of the registrant’s common stock outstanding on November 15, 2017.
May 17, 2021.


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Verint Systems Inc. and Subsidiaries
Index to Form 10-Q
As of and For the Period Ended October 31, 2017April 30, 2021
Page
 

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Cautionary Note on Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains "forward-looking statements"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”). Forward-looking statements include, but are not limited to, financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. Forward-looking statements may appear throughout this report, including without limitation, Part I, Item 2, "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations," and are often identified by future or conditional words such as "will"“will”, "plans"“plans”, "expects"“expects”, "intends"“intends”, "believes"“believes”, "seeks"“seeks”, "estimates"“estimates”, or "anticipates"“anticipates”, or by variations of such words or by similar expressions. There can be no assurancesassurance that forward-looking statements will be achieved. By their very nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause our actual results or conditions to differ materially from those expressed or implied by such forward-looking statements. Important risks, uncertainties, assumptions, and other factors that could cause our actual results or conditions to differ materially from our forward-looking statements include, among others:
 
uncertainties regarding the impact of generalchanges in macroeconomic and/or global conditions, including as a result of slowdowns, recessions, economic conditions ininstability, political unrest, armed conflicts, natural disasters, or outbreaks of disease, such as the United States and abroad, particularly inCOVID-19 pandemic, as well as the resulting impact on information technology spending by enterprises and government budgets,customers, on our business;
risks that our customers delay, cancel, or refrain from placing orders, refrain from renewing subscriptions or service contracts, or are unable to honor contractual commitments or payment obligations due to liquidity issues or other challenges in their budgets and business, due to the COVID-19 pandemic or otherwise;
risks that restrictions resulting from the COVID-19 pandemic or actions taken in response to the pandemic adversely impact our operations or our ability to fulfill orders, complete implementations, or recognize revenue;
risks associated with our ability to keep pace with technological changes,advances and challenges and evolving industry standards, and customer challenges, such as the proliferation and strengthening of encryption, and the transition of portions of the software market to the cloud,standards; to adapt to changing market potential from area to area within our markets,markets; and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer challenges and needs, while simultaneously preserving our legacy businesses and migrating away from areas of commoditization;
risks due to aggressive competition in all of our markets, including with respect to maintaining revenue, margins, and sufficient levels of investment in our business;
risks created by the continued consolidation of ourbusiness and operations, and competitors or the introduction of large competitors in our markets with greater resources than we have;
risks relating to our ability to properly manage investments in our business and operations, execute on growth or strategic initiatives, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources;
risks associated with our ability to identify suitable targets for acquisition or investment or successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments;
risks relatingchallenges associated with selling sophisticated solutions, including with respect to longer sales cycles, more complex sales processes, and assisting customers in understanding and realizing the benefits of our ability to effectivelysolutions, as well as with developing, offering, implementing, and efficiently enhance our existing operations and execute on our growth strategy and profitability goals, including managing investments in our business and operations, managingmaintaining a broad solution portfolio;
challenges associated with our cloud transition, and our revenue mix, and enhancing and securing our internal and external operations;
risks associated with our ability to effectively and efficiently allocate limited financial and human resources to business, developmental, strategic, or other opportunities,including increased importance of subscription renewal rates, and risk that such investments may not comeof increased variability in our period to fruition or produce satisfactory returns;period results based on the mix, terms, and timing of our transactions;
risks that we may be unable to establishmaintain, expand, and maintainenable our relationships with key resellers, partners and systems integrators;as part of our growth strategy;
risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers ("OEMs"(“OEMs”) for certain components, products, or services, including companies that may compete with us or work with our competitors;competitors, as well as cloud hosting providers;
risks associated with the mishandling or perceived mishandling of sensitive or confidential informationour ability to retain, recruit, and with security vulnerabilities or lapses, including information technology system breaches, failures, or disruptions;
risks that our products or services, or those of third-party suppliers, partners, or OEMstrain qualified personnel in regions in which we useoperate, including in or with our offerings or otherwise rely on,new markets and growth areas we may contain defects or may be vulnerable to cyber-attacks;enter;
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risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas;

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risks associated with a significant amountpart of our business coming from domesticgovernment contracts and foreign government customers, including the ability to maintain security clearances for applicable projects and reputational risks associated with our security solutions;procurement processes;
risks associated with complex and changing localdomestic and foreign regulatory environments inrelating to our own operations, the jurisdictions in whichproducts and services we operate,offer, and/or the use of our solutions by our customers, including, among others, with respect to data privacy information security,and protection, government contracts, anti-corruption, trade compliance, anti-corruption,tax, and regulations related to our security solutions;labor matters;
risks associated with the mishandling or perceived mishandling of sensitive or confidential information and data, including personally identifiable information or other information that may belong to our ability to retain and recruit qualified personnel in regions in which we operate,customers or other third parties, including in new markets and growth areasconnection with our SaaS or other hosted or managed service offerings or when we may enter;are asked to perform service or support;
challenges associated with selling sophisticated solutions, including with respect to educating our customers on the benefits ofrisks that our solutions or assisting themservices, or those of third-party suppliers, partners, or OEMs which we use in realizing such benefits;or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks;
challenges associated with pursuing larger sales opportunities, including with respect to longer sales cycles, transaction reductions, deferrals, or cancellations during the sales cycle, risk of customer concentration, our ability to accurately forecast when a sales opportunity will convert to an order,security vulnerabilities or to forecast revenue and expenses, and increased volatility of our operating results from period to period;lapses, including cyber-attacks, information technology system breaches, failures, or disruptions;
risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, or claim infringement on their intellectual property rights;
risks that our customersrights, or partners delayclaim a violation of their license rights, including relative to free or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise;
risks thatopen source components we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all;use;
risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings;
risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all;
risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. ("CTI"(“CTI”), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of CTI's former subsidiary, Comverse,the successor to CTI’s business operations, Mavenir Inc. (now known as Mavenir Inc.(“Mavenir”), being unwilling or unable to provide us with certain indemnities to which we are entitled;
risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits;
risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel, and our ability to successfully implement and maintain enhancements to the foregoing, and adequate systems and internal controls for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; and
risks associated with changing accounting principlesmarket volatility in the prices of our common stock and convertible notes based on our performance, third-party publications or standards, tax rates, tax lawsspeculation, or other factors and regulations,risks associated with actions of activist stockholders;
risks associated with Apax Partners’ significant ownership position and potential that its interests will not be aligned with those of our common stockholders; and
risks associated with the continuing availabilityspin-off of expected tax benefits.our Cyber Intelligence Solutions business, including the possibility that it does not achieve the benefits anticipated, does not qualify as a tax-free transaction, or exposes us to unexpected claims or liabilities.
These risks, uncertainties, assumptions, and challenges, as well as other factors, are discussed in greater detail in "Risk Factors"“Risk Factors” under Item 1A of our Annual Report on Form 10-K for the year ended January 31, 2017.2021. You are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this report. We make no
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commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If we were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that we would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.



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Part I


Item 1.   Financial Statements





VERINT SYSTEMS INC. AND SUBSIDIARIES
Index to Condensed Consolidated Financial Statements (Unaudited)
Page





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VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
April 30,January 31,
(in thousands, except share and per share data)20212021
Assets  
Current Assets:  
Cash and cash equivalents$359,418 $585,273 
Restricted cash and cash equivalents, and restricted bank time deposits389,795 15 
Short-term investments668 46,300 
Accounts receivable, net of allowance for doubtful accounts of $1.5 million and $1.6 million, respectively147,932 206,157 
Contract assets, net38,907 36,716 
Inventories5,593 5,541 
Prepaid expenses and other current assets56,223 42,814 
Current assets of discontinued operations354,926 
  Total current assets998,536 1,277,742 
Property and equipment, net69,071 69,090 
Operating lease right-of-use assets53,396 57,849 
Goodwill1,329,798 1,327,407 
Intangible assets, net132,316 143,744 
Other assets118,194 104,511 
Long-term assets of discontinued operations280,952 
  Total assets$2,701,311 $3,261,295 
Liabilities, Temporary Equity, and Stockholders' Equity  
Current Liabilities:  
Accounts payable$35,797 $35,463 
Accrued expenses and other current liabilities154,606 211,517 
Current maturities of long-term debt386,887 386,713 
Contract liabilities244,892 261,033 
Current liabilities of discontinued operations268,713 
  Total current liabilities822,182 1,163,439 
Long-term debt405,614 402,781 
Long-term contract liabilities17,391 16,502 
Operating lease liabilities51,412 56,712 
Other liabilities38,743 75,710 
Long-term liabilities of discontinued operations58,118 
  Total liabilities1,335,342 1,773,262 
Commitments and Contingencies00
Temporary Equity:
Preferred Stock - $0.001 par value; authorized 2,207,000 shares
Series A Preferred Stock; 200,000 shares issued and outstanding at April 30, 2021 and January 31, 2021, respectively; aggregate liquidation preference and redemption value of $203,467 and $206,067 at April 30, 2021 and January 31, 2021, respectively.200,628 200,628 
Series B Preferred Stock; 200,000 shares issued and outstanding at April 30, 2021; 0 shares issued and outstanding at January 31, 2021; aggregate liquidation preference and redemption value of $200,722 at April 30, 2021.235,693 
Equity component of currently redeemable convertible notes4,841 
  Total temporary equity436,321 205,469 
Stockholders' Equity:
Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 69,946,000 and 70,177,000 shares; outstanding 64,999,000 and 65,773,000 shares at April 30, 2021 and January 31, 2021, respectively.70 70 
Additional paid-in capital1,333,312 1,726,166 
Treasury stock, at cost - 4,947,000 and 4,404,000 shares at April 30, 2021 and January 31, 2021, respectively.(233,992)(208,124)
Accumulated deficit(68,123)(113,797)
Accumulated other comprehensive loss(104,171)(136,878)
Total Verint Systems Inc. stockholders' equity927,096 1,267,437 
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  October 31, January 31,
(in thousands, except share and per share data)
2017 2017
Assets
 

 
Current Assets:
 

 
Cash and cash equivalents
$312,666

$307,363
Restricted cash and bank time deposits
63,326

9,198
Short-term investments 6,411
 3,184
Accounts receivable, net of allowance for doubtful accounts of $2.2 million and $1.8 million, respectively
284,050

266,590
Inventories
19,522

17,537
Deferred cost of revenue
4,271

3,621
Prepaid expenses and other current assets
81,436

64,561
  Total current assets
771,682

672,054
Property and equipment, net
85,248

77,551
Goodwill
1,304,971

1,264,818
Intangible assets, net
199,545

235,259
Capitalized software development costs, net
7,881

9,509
Long-term deferred cost of revenue
3,402

5,463
Other assets
70,224

98,130
  Total assets
$2,442,953

$2,362,784







Liabilities and Stockholders' Equity
 

 
Current Liabilities:
 

 
Accounts payable
$73,820

$62,049
Accrued expenses and other current liabilities
220,772

217,835
Deferred revenue
166,945

182,515
  Total current liabilities
461,537

462,399
Long-term debt
766,006

744,260
Long-term deferred revenue
24,095

20,912
Other liabilities
117,948

120,173
  Total liabilities
1,369,586

1,347,744
Commitments and Contingencies





Stockholders' Equity:
 

 
Preferred stock - $0.001 par value; authorized 2,207,000 shares at October 31, 2017 and January 31, 2017, respectively; none issued. 
 
Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 65,442,000 and 64,073,000 shares; outstanding 63,781,000 and 62,419,000 shares at October 31, 2017 and January 31, 2017, respectively.
65

64
Additional paid-in capital
1,505,492

1,449,335
Treasury stock, at cost - 1,661,000 and 1,654,000 shares at October 31, 2017 and January 31, 2017, respectively.
(57,425)
(57,147)
Accumulated deficit
(255,409)
(230,816)
Accumulated other comprehensive loss
(132,363)
(154,856)
Total Verint Systems Inc. stockholders' equity
1,060,360

1,006,580
Noncontrolling interests
13,007

8,460
  Total stockholders' equity
1,073,367

1,015,040
  Total liabilities and stockholders' equity
$2,442,953

$2,362,784
April 30,January 31,
(in thousands, except share and per share data)20212021
Noncontrolling interests2,552 15,127 
  Total stockholders' equity929,648 1,282,564 
  Total liabilities, temporary equity, and stockholders' equity$2,701,311 $3,261,295 


See notes to condensed consolidated financial statements.

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VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
  Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands, except per share data) 2017 2016 2017 2016
Revenue:  
  
    
Product $94,827
 $88,004
 $279,056
 $254,172
Service and support 185,899
 170,898
 537,442
 512,075
  Total revenue 280,726
 258,902
 816,498
 766,247
Cost of revenue:  
  
    
Product 32,840
 29,499
 98,708
 82,455
Service and support 69,383
 64,007
 205,928
 195,892
Amortization of acquired technology 9,182
 9,700
 28,246
 28,014
  Total cost of revenue 111,405
 103,206
 332,882
 306,361
Gross profit 169,321
 155,696
 483,616
 459,886
Operating expenses:  
  
    
Research and development, net 47,157
 41,028
 141,911
 128,847
Selling, general and administrative 97,304
 98,899
 302,605
 300,080
Amortization of other acquired intangible assets 7,048
 10,244
 26,727
 32,976
  Total operating expenses 151,509
 150,171
 471,243
 461,903
Operating income (loss) 17,812
 5,525
 12,373
 (2,017)
Other income (expense), net:  
  
    
Interest income 654
 229
 1,793
 695
Interest expense (8,891) (8,708) (26,997) (25,976)
Loss on early retirement of debt 
 
 (1,934) 
Other (expense) income, net (565) (1,121) 2,529
 (2,660)
  Total other expense, net (8,802) (9,600) (24,609) (27,941)
Income (loss) before provision for income taxes 9,010
 (4,075) (12,236) (29,958)
Provision for income taxes 5,944
 3,359
 9,504
 4,747
Net income (loss) 3,066
 (7,434) (21,740) (34,705)
Net income attributable to noncontrolling interests 577
 803
 1,984
 2,693
Net income (loss) attributable to Verint Systems Inc. $2,489
 $(8,237) $(23,724) $(37,398)
         
Net income (loss) per common share attributable to Verint Systems Inc.:  
  
    
Basic $0.04
 $(0.13) $(0.38) $(0.60)
Diluted $0.04
 $(0.13) $(0.38) $(0.60)
         
Weighted-average common shares outstanding:  
  
    
Basic 63,759
 62,895
 63,152
 62,602
Diluted 64,588
 62,895
 63,152
 62,602
 Three Months Ended
April 30,
(in thousands, except per share data)20212020
Revenue:  
Recurring$144,453 $129,070 
Nonrecurring56,451 56,795 
  Total revenue200,904 185,865 
Cost of revenue:  
Recurring38,076 34,928 
Nonrecurring29,880 31,619 
Amortization of acquired technology4,384 4,356 
  Total cost of revenue72,340 70,903 
Gross profit128,564 114,962 
Operating expenses:  
Research and development, net29,148 32,412 
Selling, general and administrative87,646 76,827 
Amortization of other acquired intangible assets7,328 7,764 
  Total operating expenses124,122 117,003 
Operating income (loss)4,442 (2,041)
Other income (expense), net:  
Interest income23 481 
Interest expense(5,019)(10,689)
Losses on early retirements of debt(2,474)
Other income (expense), net4,050 (1,822)
  Total other expense, net(3,420)(12,030)
Income (loss) from continuing operations before provision for income taxes1,022 (14,071)
(Benefit from) provision for income taxes(72)347 
Net income (loss) from continuing operations1,094 (14,418)
Net income from discontinued operations10,443 
Net income (loss)1,094 (3,975)
Net income attributable to noncontrolling interests from continuing operations295 240 
Net income attributable to noncontrolling interests from discontinued operations0 1,799 
Net income (loss) attributable to Verint Systems Inc.799 (6,014)
Dividends on preferred stock(3,322)
Net loss attributable to Verint Systems Inc. common shares$(2,523)$(6,014)
Net (loss) income attributable to Verint Systems Inc. common shares
Net loss from continuing operations attributable to Verint Systems Inc. common shares$(2,523)$(14,658)
Net income from discontinued operations attributable to Verint Systems Inc. common shares$$8,644 
Basic net (loss) income per common share attributable to Verint Systems Inc.:  
Continuing operations$(0.04)$(0.23)
Discontinued operations0.14 
Total basic net loss per common share attributable to Verint Systems Inc.$(0.04)$(0.09)
Diluted net (loss) income per common share attributable to Verint Systems Inc.:
Continuing operations$(0.04)$(0.23)
Discontinued operations0.14 
Total diluted net loss per common share attributable to Verint Systems Inc.$(0.04)$(0.09)
Weighted-average common shares outstanding:  
Basic65,661 64,376 
Diluted65,661 64,376 
 
See notes to condensed consolidated financial statements.

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VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
  Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands) 2017 2016 2017 2016
Net income (loss) $3,066
 $(7,434) $(21,740) $(34,705)
Other comprehensive income (loss), net of reclassification adjustments:  
  
  
  
Foreign currency translation adjustments 779
 (26,207) 21,883
 (49,476)
Net increase from available-for-sale securities 
 
 
 110
Net (decrease) increase from foreign exchange contracts designated as hedges (829) (1,570) 2,272
 1,208
Net increase (decrease) from interest rate swap designated as a hedge 
 478
 (1,021) (1,146)
Benefit (provision) for income taxes on net increase (decrease) from foreign exchange contracts and interest rate swap designated as hedges 29
 169
 (242) (155)
Other comprehensive (loss) income (21) (27,130) 22,892
 (49,459)
Comprehensive income (loss) 3,045
 (34,564) 1,152
 (84,164)
Comprehensive income attributable to noncontrolling interests 688
 667
 2,383
 2,856
Comprehensive income (loss) attributable to Verint Systems Inc. $2,357
 $(35,231) $(1,231) $(87,020)
 Three Months Ended
April 30,
(in thousands)20212020
Net income (loss)$1,094 $(3,975)
Other comprehensive income (loss), net of reclassification adjustments:  
Foreign currency translation adjustments2,608 (20,999)
Distribution of Cognyte Software Ltd.17,123 
Net decrease from foreign exchange contracts designated as hedges(66)(873)
Net increase (decrease) from interest rate swap prior to dedesignation as a hedge1,014 (6,944)
Net increase from settlement of interest rate swap due to partial early retirement of 2017 Term Loan12,017 
Benefit from income taxes on net increase (decrease) from foreign exchange contracts and interest rate swap designated as hedges11 1,548 
Other comprehensive income (loss)32,707 (27,268)
Comprehensive income (loss)33,801 (31,243)
Comprehensive income attributable to noncontrolling interests295 1,680 
Comprehensive income (loss) attributable to Verint Systems Inc.$33,506 $(32,923)
 
See notes to condensed consolidated financial statements.

5


VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
  Verint Systems Inc. Stockholders’ Equity    
  Common Stock Additional Paid-in Capital     
Accumulated Other Comprehensive Loss
 Total Verint Systems Inc. Stockholders' Equity   Total Stockholders' Equity
(in thousands)  Shares 
Par
Value
  
Treasury
Stock
 
Accumulated
Deficit
   
Non-controlling
Interests
 
Balances at January 31, 2016 62,266
 $63
 $1,387,955
 $(10,251) $(201,436) $(116,194) $1,060,137
 $8,027
 $1,068,164
Net (loss) income 
 
 
 
 (37,398) 
 (37,398) 2,693
 (34,705)
Other comprehensive (loss) income 
 
 
 
 
 (49,622) (49,622) 163
 (49,459)
Stock-based compensation - equity-classified awards 
 
 41,610
 
 
 
 41,610
 
 41,610
Exercises of stock options 
 
 1
 
 
 
 1
 
 1
Common stock issued for stock awards and stock bonuses 1,413
 1
 6,952
 
 
 
 6,953
 
 6,953
Treasury stock acquired (1,000) 
 
 (35,896) 
 
 (35,896) 
 (35,896)
Tax effects from stock award plans 
 
 (590) 
 
 
 (590) 
 (590)
Balances at October 31, 2016 62,679
 $64
 $1,435,928
 $(46,147) $(238,834) $(165,816) $985,195

$10,883
 $996,078
                   
Balances at January 31, 2017 62,419
 $64
 $1,449,335
 $(57,147) $(230,816) $(154,856) $1,006,580
 $8,460
 $1,015,040
Net (loss) income 
 
 
 
 (23,724) 
 (23,724) 1,984
 (21,740)
Other comprehensive income 
 
 
 
 
 22,493
 22,493
 399
 22,892
Stock-based compensation - equity-classified awards
 
 
 43,182
 
 
 
 43,182
 
 43,182
Common stock issued for stock awards and stock bonuses 1,369
 1
 12,975
 
 
 
 12,976
 
 12,976
Treasury stock acquired (7) 
 
 (278) 
 
 (278) 
 (278)
Initial noncontrolling interest related to business combination 
 
 
 
 
 
 
 2,300
 2,300
Capital contributions by noncontrolling interest 
 
 
 
 
 
 
 580
 580
Dividends to noncontrolling interest 
 
 
 
 
 
 
 (716) (716)
Cumulative effect of adoption of ASU No. 2016-16 
 
 
 
 (869) 
 (869) 
 (869)
Balances at October 31, 2017 63,781
 $65
 $1,505,492
 $(57,425) $(255,409) $(132,363) $1,060,360
 $13,007
 $1,073,367
 Verint Systems Inc. Stockholders’ Equity  
 Common StockAdditional Paid-in Capital  
Accumulated Other Comprehensive Loss
Total Verint Systems Inc. Stockholders’ Equity Total Stockholders’ Equity
(in thousands) SharesPar
Value
Treasury
Stock
Accumulated
Deficit
Non-controlling
Interests
Balances as of January 31, 202165,773 $70 $1,726,166 $(208,124)$(113,797)$(136,878)$1,267,437 $15,127 $1,282,564 
Net income— — — — 799 — 799 295 1,094 
Other comprehensive income, excluding the distribution of Cognyte Software Ltd.— — — — — 15,584 15,584 — 15,584 
Distribution of Cognyte Software Ltd.— — (281,665)— — 17,123 (264,542)(12,870)(277,412)
Stock-based compensation - equity-classified awards— — 14,253 — — — 14,253 — 14,253 
Common stock issued for stock awards and stock bonuses827 (1)— — — — — 0 
Common stock repurchased and retired(1,058)(1)(49,580)— — — (49,581)— (49,581)
Treasury stock acquired(543)— — (25,868)— — (25,868)— (25,868)
Purchases of capped calls, net of taxes— — (32,416)— — — (32,416)— (32,416)
Cumulative effect of adoption of ASU No. 2020-06, net of taxes— — (43,445)— 44,875 — 1,430 1,430 
Balances as of April 30, 202164,999 $70 $1,333,312 $(233,992)$(68,123)$(104,171)$927,096 $2,552 $929,648 
Balances as of January 31, 202064,738 $68 $1,660,889 $(174,134)$(105,590)$(151,865)$1,229,368 $13,069 $1,242,437 
Net (loss) income— — — — (6,014)— (6,014)2,039 (3,975)
Other comprehensive loss— — — — — (26,909)(26,909)(359)(27,268)
Stock-based compensation - equity-classified awards— — 15,029 — — — 15,029 — 15,029 
Common stock issued, or to be issued, for stock awards and stock bonuses399 1,845 — — — 1,846 — 1,846 
Exercises of stock options— 12 — — — 12 — 12 
Treasury stock acquired(613)— — (33,990)— — (33,990)— (33,990)
Distribution to noncontrolling interest— — — — — — — (245)(245)
Cumulative effect of adoption of ASU No. 2016-13— — — — (940)— (940)— (940)
Balances as of April 30, 202064,526 $69 $1,677,775 $(208,124)$(112,544)$(178,774)$1,178,402 $14,504 $1,192,906 

See notes to condensed consolidated financial statements.

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VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Three Months Ended
April 30,
(in thousands) 20212020
Cash flows from operating activities:  
Net income (loss)$1,094 $(3,975)
(Income) from discontinued operations, net of income taxes(10,443)
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities:  
Depreciation and amortization19,049 20,989 
Stock-based compensation, excluding cash-settled awards16,405 10,683 
Change in fair value of future tranche right(15,810)
Amortization of discount on convertible notes3,226 
Non-cash losses on derivative financial instruments, net14,374 
Losses on early retirements of debt2,474 
Other, net(2,317)(3,703)
Changes in operating assets and liabilities:  
Accounts receivable58,026 36,159 
Contract assets(2,184)6,064 
Inventories(350)(2,855)
Prepaid expenses and other assets(18,781)(10,657)
Accounts payable and accrued expenses(1,510)3,679 
Contract liabilities(15,524)(7,158)
Deferred income taxes(16,977)752 
Other, net(260)2,557 
Net cash provided by operating activities - continuing operations37,709 45,319 
Net cash (used in) provided by operating activities - discontinued operations(8,007)30,659 
Net cash provided by operating activities29,702 75,978 
Cash flows from investing activities:
Purchases of property and equipment(4,369)(4,201)
Maturities and sales of investments45,640 9,000 
Cash paid for capitalized software development costs(1,966)(2,287)
Change in restricted bank time deposits, and other investing activities, net(32)11 
Net cash provided by investing activities - continuing operations39,273 2,523 
Net cash provided by investing activities - discontinued operations6,770 
Net cash provided by investing activities39,273 9,293 
Cash flows from financing activities:
Proceeds from issuance of preferred stock200,000 
Proceeds from borrowings315,000 155,000 
Repayments of borrowings and other financing obligations(310,633)(1,898)
Purchases of capped calls(40,950)
Payments of debt-related costs(9,422)
Purchases of treasury stock and common stock for retirement(75,014)(36,836)
Preferred stock dividend payments(5,200)
Distributions paid to noncontrolling interest(245)
Payment for termination of interest rate swap(16,502)
Net cash transferred to Cognyte Software Ltd.(114,657)
Dividend and other settlements received from Cognyte Software Ltd.40,164 
Payments of contingent consideration for business combinations (financing portion) and other financing activities(2,842)(1,282)
Net cash (used in) provided by financing activities(20,056)114,739 
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents218 (3,106)
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents49,137 196,904 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period700,133 411,657 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period$749,270 $608,561 
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  Nine Months Ended
October 31,
(in thousands)  2017 2016
Cash flows from operating activities:  
  
Net loss $(21,740) $(34,705)
Adjustments to reconcile net loss to net cash provided by operating activities:  
  
Depreciation and amortization 79,879
 85,411
Stock-based compensation, excluding cash-settled awards 50,397
 45,547
Amortization of discount on convertible notes 8,377
 7,948
Non-cash (gains) losses on derivative financial instruments, net (292) 693
Loss on early retirement of debt 1,934
 
Other non-cash items, net 307
 8,767
Changes in operating assets and liabilities, net of effects of business combinations:  
  
Accounts receivable (15,824) 3,708
Inventories (2,232) (2,823)
Deferred cost of revenue 1,503
 1,349
Prepaid expenses and other assets (12,947) (6,066)
Accounts payable and accrued expenses 13,145
 (21,305)
Deferred revenue (14,129) (21,749)
Other, net 7,796
 4,914
Net cash provided by operating activities 96,174
 71,689
     
Cash flows from investing activities:  
  
Cash paid for business combinations, including adjustments, net of cash acquired (28,071) (72,269)
Purchases of property and equipment (26,445) (20,611)
Purchases of investments (8,305) (34,215)
Maturities and sales of investments 5,244
 79,930
Cash paid for capitalized software development costs (909) (1,730)
Change in restricted cash and bank time deposits, including long-term portion, and other investing activities, net (30,207) (31,737)
Net cash used in investing activities (88,693) (80,632)
     
Cash flows from financing activities:  
  
Proceeds from borrowings, net of original issuance discount 424,469
 
Repayments of borrowings and other financing obligations (410,536) (1,987)
Payments of debt-related costs
 (7,107) (249)
Proceeds from exercises of stock options 
 1
Purchases of treasury stock 
 (35,896)
Dividends paid to noncontrolling interest (716) 
Payments of contingent consideration for business combinations (financing portion) (7,210) (3,231)
Other financing activities, net (320) (827)
Net cash used in financing activities (1,420) (42,189)
Effect of foreign currency exchange rate changes on cash and cash equivalents (758) (5,144)
Net increase (decrease) in cash and cash equivalents 5,303
 (56,276)
Cash and cash equivalents, beginning of period 307,363
 352,105
Cash and cash equivalents, end of period $312,666
 $295,829

 Three Months Ended
April 30,
(in thousands) 20212020
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period to the condensed consolidated balance sheets:
Cash and cash equivalents$359,418 $556,671 
Restricted cash and cash equivalents included in restricted cash and cash equivalents, and restricted bank time deposits389,795 38,004 
Restricted cash and cash equivalents included in other assets57 13,886 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$749,270 $608,561 
See notes to condensed consolidated financial statements.

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VERINT SYSTEMS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements




1.BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
1.    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Description of Business
 
Unless the context otherwise requires, the terms "Verint"“Verint”, "we"“we”, "us"“us”, and "our"“our” in these notes to condensed consolidated financial statements refer to Verint Systems Inc. and its consolidated subsidiaries.

Verint is a global leader in Actionable Intelligence solutions. Actionable Intelligence is a necessity in a dynamic world of massive information growth because it empowers organizations with crucial insights and enables decision makers to anticipate, respond, and take action. With Verint solutions and value-added services, organizations of all sizes and across many industries can make more informed, timely, and effective decisions. Today, over 10,000 organizations inhelps brands provide Boundless Customer Engagement™. For more than 180 countries,two decades, the world’s most iconic brands – including over 80 percentmore than 85 of the Fortune 100 usecompanies – have trusted Verint to provide the technology and domain expertise they require to effectively build enduring customer relationships. Through the Verint Cloud Platform, we offer our customers and partners solutions that are based on artificial intelligence (AI) and analytics to automate workflows across enterprise silos to optimize customer engagementworkforce expense and make the worlddrive an elevated consumer experience. These solutions are used by approximately 10,000 organizations in 175 countries across a safer place.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 delivers its Actionable Intelligence solutions through two operating segments:is headquartered in Melville, New York, and has more than 40 offices worldwide. We have approximately 4,300 professionals around the globe exclusively focused on helping brands provide Boundless Customer Engagement SolutionsEngagement™.

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 under the laws of the State of Israel whose business and operations consist of our former Cyber Intelligence Solutions.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 1 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 (the “Record Date”). 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 three months ended April 30, 2020 are presented as income from discontinued operations, net of taxes on the condensed 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 condensed consolidated balance sheets. The historical condensed 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 condensed 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 our Series B convertible preferred stock (the “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 April 30, 2021, Apax’s ownership in us on an as-converted basis is approximately 12.9%. Please refer to Note 14, "Segment Information"9, “Convertible Preferred Stock” for further details regarding our operating segments.a more detailed discussion of the Apax investment.


WeImpact of COVID-19 Pandemic

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On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in recent months in the development and distribution of vaccines and the economic recovery since the first half of 2020. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have established leadership positions in Actionable Intelligence by developing highly-scalable, enterprise-class softwareimplemented numerous measures attempting to contain and services with advanced, integrated analytics for both unstructuredmitigate the effects of the virus, including travel bans and structured information. Our innovative solutions are developed by a large researchrestrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, and development (“R&D”) team comprised of approximately 1,400 professionals and backed by more than 800 patents and patent applications worldwide.

To helpsocial distancing requirements. Companies around the world, including our customers, maximizepartners, and vendors, have also implemented actions in response to the benefits ofpandemic, including among others, office closings, site restrictions, and employee travel restrictions. In response to these challenges, we quickly established remote working arrangements for our technology over the solution lifecycleemployees, limited non-essential business travel, and providecanceled or shifted our customer, employee, and industry events to a high degree of flexibility,virtual-only format and we offer a broad range of services, such as strategic consulting, managed services, implementation services, training, maintenance, and 24x7 support. Additionally, we offer a broad range of deployment options, including cloud, on-premises, and hybrid, and software licensing and delivery models that include perpetual licenses and software as a service (“SaaS”).believe our business continuity plan is working well.

Headquartered in Melville, New York, we support our customers around the globe directly and with an extensive network of selling and support partners.


Preparation of Condensed Consolidated Financial Statements


The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"(“GAAP”) and on the same basis as the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2021 filed with the U.S. Securities and Exchange Commission ("SEC"(“SEC”), except for the year ended January 31, 2017.recently adopted accounting pronouncements described below. The condensed consolidated statements of operations, comprehensive income (loss) income,, stockholders’ equity, and cash flows for the periods ended October 31, 2017April 30, 2021 and 2016,2020, and the condensed consolidated balance sheet as of October 31, 2017,April 30, 2021, are not audited but reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown. The condensed consolidated balance sheet as of January 31, 20172021 is derived from the audited consolidated financial statements presented in our Annual Report on Form 10-K for the year ended January 31, 2017.2021. Certain information and disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K filed with the SEC for the year ended January 31, 2017.2021 filed with the SEC. The results for interim periods are not necessarily indicative of a full year’s results.


Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries, and a joint venture in which we hold a 50% equity interest.  The joint venture is a variable interest entity in which we are the primary beneficiary.subsidiaries. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our condensed consolidated balance sheet, but separately from our stockholders'stockholders’ equity. We hold an option to acquire the noncontrolling interests in two2 majority owned subsidiaries and we account for the option as

an in-substance investment in the noncontrolling common stock of each such subsidiary. We include the fair value of the option within accrued expenses and other current liabilities and do 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.eliminated in consolidation.

Investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence are accounted for at cost.

Use of Estimates

The preparation of financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.


Accounts Receivable, Net

Accounts receivable, net, includes unbilled accounts receivable on arrangements recognized under contractIn 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 methods, representing revenue recognized on contracts for which billing will occurpolicies. We assessed certain accounting matters that generally require consideration of forecasted financial information in subsequent periods, in accordancecontext with the termsinformation reasonably available to us and the unknown future impacts COVID-19 as of April 30, 2021 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.

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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 contracts. Unbilled accounts receivable on such contracts were $60.5 millionnature of our offerings, provide greater transparency and $39.7 million at October 31, 2017clarity to users of the financial statements, and January 31, 2017, respectively.

Under most contracts, unbilled accounts receivable are typically billedis more consistent with industry practice and collected within one yearinternal reporting. Accordingly, prior period amounts have been reclassified to conform to the current period presentation in our condensed consolidated financial statements and the accompanying notes. For a description of the types of revenue recognition. However,included in each category, see Note 3, “Revenue Recognition”.

Business Segment Information

Prior to the Spin-Off, we had 2 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 chief operating decision maker, or CODM, reviews the financial information presented on a consolidated basis for purposes of October 31, 2017, we have unbilled accounts receivable on certain complex projects for which the underlying billing milestones are still in progressallocating resources and have remained unbilled for periods in excess of one year, and in some cases, for several years. Unbilled accounts receivable on these projects have declined significantly over the past year. We have no history of uncollectible accounts on such projects and believe that collection of all unbilled amounts is reasonably assured. We expect billing and collection of all unbilled accounts receivable to occur within the next twelve months.evaluating financial performance.


Significant Accounting Policies


OurThere have been no material changes in our significant accounting policies areduring the three months ended April 30, 2021, as compared to the significant accounting policies described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2017. There were no material changes to our significant2021, other than the recently adopted accounting policies during the nine months ended October 31, 2017.pronouncements described below.


RecentRecently Adopted Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In March 2016,December 2019, the Financial Accounting Standards Board ("FASB"(the “FASB”) issued Accounting Standards Update ("ASU"Updated (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718), whichamends the accounting for stock-based compensation and requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than stockholders' equity. This guidance also requires excess tax benefits to be presented as an operating activity on the consolidated statements of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. ASU No. 2016-09 was effective for us on February 1, 2017. The adoption did not result in a cumulative-effect adjustment to retained earnings, and in accordance with the new guidance, we recorded certain tax effects from stock-based compensation awards as components of the benefit for income taxes for the three and nine months ended October 31, 2017, whereas such tax effects were previously recognized in stockholders’ equity.  These tax effects were not material for the three and nine months ended October 31, 2017. Our accounting for forfeitures of stock-based compensation awards has not changed because we have elected to continue our current policy of estimating expected forfeitures. The effects of adopting the other provisions of ASU No. 2016-09 were not material to our condensed consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, 2019-12, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than InventorySimplifying the Accounting for Income Taxes, which requires entitiesaffects general principles within Topic 740, Income Taxes. The new guidance simplifies the accounting for income taxes by eliminating certain exceptions related to recognizethe 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 consequencesimpact of hybrid taxes and the methodology for calculating income taxes in an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the beginning of an annual reportinginterim period. The new standard must beWe adopted using a modified retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. We have

elected to early adopt this standard as of February 1, 2017, resulting2021 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 record the conversion feature of our 2014 convertible senior notes in equity. Instead, we combined the previously separated equity component with the liability component, which together is 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. 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, cumulative charge to retained deficit, a $1.3 million reduction to other current assets, and a $0.4 millionan increase in other assets.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 August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) - Targeted ImprovementsThere are no new accounting pronouncements not yet effective that are expected to Accounting for Hedging Activities. This update better aligns risk management activities and financial reporting for hedging relationships, simplifies hedge accounting requirements, and improves disclosures of hedging arrangements. ASU No. 2017-12 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently reviewing this standard to assess the impact on our condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. While we are still assessing the impact of this standard, we do not believe that the adoption of this guidance will have a material impact on our condensed consolidated financial statements.

ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  While we are still assessing the impact of this standard, we do not believe that the adoption of this guidance will have a materialan impact on our condensed consolidated financial statements.


11

2.    DISCONTINUED OPERATIONS

On February 1, 2021 (the “Spin-Off Date”), we completed the previously announced Spin-Off of Cognyte by way of a pro rata and generally tax-free 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 (“TSA”) with Cognyte, we and Cognyte will 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 November 2016,no case will services be provided for more than 24 months after the FASB issued ASU No. 2016-18, StatementSpin-Off. In consideration for such services, we and Cognyte will each pay fees to the other for the services provided, and those fees will generally be in amounts intended to allow the party providing services to recover all of Cash Flows (Topic 230): Restricted Cash. This update requiresits 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 are fixed. Fees for services provided by third-party suppliers will be on a straight pass-through basis. During the three months ended April 30, 2021, we invoiced Cognyte $1.5 million and Cognyte invoiced us $0.3 million for transition services provided under the TSA.

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 a statementtax 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 condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows explain the changefor all periods presented. As of April 30, 2021, there were no assets from discontinued operations associated with Cognyte and remaining accrued liabilities related to unpaid transaction costs were immaterial. There were no revenues earned or costs and expenses incurred by discontinued operations during the periodthree months ended April 30, 2021.

The following table summarizes the major classes of line items included within discontinued operations in our condensed consolidated statement of operations for the three months ended April 30, 2020:
12

(in thousands)Three Months Ended
April 30, 2020
Revenue$101,430 
Cost of revenue31,423 
Operating expenses61,792 
Other income, net119 
Income from discontinued operations before benefit from income taxes8,334 
Benefit from income taxes(2,109)
Net income from discontinued operations10,443 
Net income attributable to noncontrolling interests from discontinued operations1,799 
Net income from discontinued operations attributable to Verint Systems Inc. common shares$8,644

The following table summarizes the assets and liabilities that were transferred to Cognyte on February 1, 2021 and presented as discontinued operations in our condensed 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 deposits27,042 
Short-term investments4,713 
Accounts receivable, net175,001 
Contract assets, net20,317 
Inventories14,542 
Prepaid expenses and other current assets34,741 
Total current assets of discontinued operations354,926
Property and equipment, net37,152 
Operating lease right-of-use assets31,040 
Goodwill158,183 
Intangible assets, net5,299 
Other assets49,278 
Total long-term assets of discontinued operations280,952
Total assets of discontinued operations$635,878
Liabilities
Current Liabilities:
Accounts payable$41,512 
Accrued expenses and other current liabilities100,189 
Contract liabilities127,012 
Total current liabilities of discontinued operations268,713
Long-term contract liabilities22,037 
Operating lease liabilities23,174 
Other liabilities12,907 
Total long-term liabilities of discontinued operations58,118
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 totalaggregate amount of cash, cash equivalents, and amounts generally described$35.0 million payable to Verint, as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconcilingits sole holder of record of ordinary shares, on January 29, 2021. In April 2021, we received the beginning-of-period and end-of-period total amounts shown on the statementdividend from Cognyte less applicable
13

withholding taxes. The $78.6 million of cash and cash equivalents primarily consisting of amounts used to secure bank guarantees in connection with sales contract performance obligations, and expect to continue to have similar restrictionsshown in the future. table above does not reflect the payment of the dividend, which occurred after the completion of the Spin-Off.


3.    REVENUE RECOGNITION

We currently report changes in such restricted amounts as cash flowsderive our revenue primarily from investing activities onproviding customers the right to access our consolidated statement of cash flows. This standard will change that presentation. We are currently reviewing this standard to assess other potential impacts on our condensed consolidated financial statements.

In August 2016,cloud-based solutions, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance with the intent of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted, including adoption in an interim period. We are currently reviewing this standard to assess the impact on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). This new standard changes the impairment model for most financial assets and certain other instruments. Entities will be requiredright to use a model that will result in the earlier recognitionour software for an indefinite or specified period of allowances for losses for tradetime, and other receivables, held-to-maturity debt securities, loans,related services and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized costsupport based on when access or control of the securities. The new standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2019, with early adoption permitted. Wesoftware passes to our customers or the services are currently reviewing this standard to assess the impact on our condensed consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance

sheet, the new guidance will require both types of leases to be recognized on the balance sheet.  The new guidance is effective for all periods beginning after December 15, 2018 and we are currently evaluating the effects that the adoption of ASU No. 2016-02 will have on our consolidated financial statements, but anticipate that the new guidance will significantly impact our condensed consolidated financial statements given our significant number of leases.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customersprovided, in an amount that reflects the consideration to which the entity expectswe expect to be entitled to in exchange for thosesuch goods or services. As originally issued, this guidance was effectiveRevenue is reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transactions, including mandatory government charges that are passed through to our customers.

We determine revenue recognition through the following five steps:

Identification of the contract, or contracts, with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, performance obligations are satisfied.

We account for interima contract when it has approval and annual reportingcommitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

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 beginningdepends on a number of factors including contractual periods and customers' renewal decisions.

Recurring revenue primarily consists of cloud revenue and initial and renewal support revenue.
Cloud revenue consists primarily of software as a service (“SaaS”) revenue and some optional managed services revenue.
SaaS revenue consists predominately of bundled SaaS (software with standard managed services) and unbundled SaaS (comprised of software licensing rights accounted for as term-based licenses whereby customers use our software with related support for a specified period of time). Unbundled SaaS can be deployed in the cloud either by us or a cloud partner.
Bundled SaaS revenue is recognized over time and 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 December 15, 2016,the initial fixed term, which in most cases is between a one- and early adoption was not permitted. three-year time frame.
Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, and business advisory consulting and training services.

In July 2015, the FASB deferred the effective date by one year,order to interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before the original effective date of December 15, 2016. The standard allows entities to apply the standard retrospectively to each prior reporting period presented (“full retrospective adoption”) or retrospectivelyconform with the cumulative effectpresentation described above, unbundled SaaS revenue for the three months ended April 30, 2020 has been revised to reflect $2.0 million of initially applying the standard recognized at the dateunbundled SaaS support revenue which had previously been presented within support revenue.

14

Table of initial application (“modified retrospective adoption”). We currently expect to adopt ASU No. 2014-09 using the modified retrospective option.Contents

Three Months Ended
April 30,
(in thousands)20212020
Recurring revenue:
Bundled SaaS revenue$39,309 $33,393 
Unbundled SaaS revenue24,283 7,495 
Optional managed services revenue16,458 14,132 
Total cloud revenue80,050 55,020 
Support revenue64,403 74,050 
Total recurring revenue144,453 129,070 
Nonrecurring revenue:
Perpetual revenue29,323 28,525 
Professional services revenue27,128 28,270 
Total nonrecurring revenue56,451 56,795 
Total revenue$200,904 $185,865 

ContractBalances

The following table provides information about accounts receivable, contract assets, and contract liabilities from contracts with customers:

(in thousands)April 30, 2021January 31, 2021
Accounts receivable, net$147,932 $206,157 
Contract assets, net$38,907 $36,716 
Long-term contract assets, net (included in other assets)$20,570 $17,210 
Contract liabilities$244,892 $261,033 
Long-term contract liabilities$17,391 $16,502 

We are continuing to review the impacts of adopting ASU No. 2014-09 to our condensed consolidated financial statements. Basedreceive payments from customers based upon our preliminary assessments, we currently do not expect the new standard to materially impact the amount or timing of the majority of revenue recognized in our condensed consolidated financial statements. We are still assessing the impact on the timing of revenue recognized under certain contracts under which customized solutions are delivered over extended periods of time.

In addition, the timing of cost of revenue recognition for certain customer contracts requiring significant customization will change, because unlike current guidance, the new guidance precludes the deferral of costs simply to obtain an even profit margin over the contract term. We are also assessing the new standard’s requirement to capitalize costs associated with obtaining customer contracts, including commission payments, which are currently expensed as incurred. Under the new standard, these costs will be deferred on our consolidated balance sheet. We are evaluating the period over which to amortize these capitalized costs. In addition, for sales transactions that have been billed, but for which the recognition of revenue has been deferredcontractual billing schedules, and the related account receivable has not been collected, we currently do not recognize deferred revenue or the related accounts receivable on our consolidated balance sheet. Under the new standard, we will record accounts receivable and related contract liabilities for noncancelable contracts with customersare 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 unconditional,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 in the three months ended April 30, 2021 and 2020.

Contract liabilities represent consideration received or consideration which we currently expect will resultis unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract. Revenue recognized during the three months ended April 30, 2021 and 2020 from amounts included in increases in accounts receivable and contract liabilities (currently presentedat the beginning of each period was $97.6 million and $92.5 million, respectively.

RemainingPerformanceObligations

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 deferred revenue) onrevenue in future periods. The majority of our consolidated balance sheet, comparedarrangements 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 current presentation. Our preliminary assessmentsIP 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 support renewals, the timing of delivery of software licenses, the average length of the impactscontract terms, and foreign currency exchange rates.

The following table provides information about when we expect to recognize our condensed consolidated financial statementsremaining performance obligations:

15

Table of adopting this new standard are subject to change.Contents

(in thousands)April 30, 2021January 31, 2021
RPO:
Expected to be recognized within 1 year$388,193 $405,714 
Expected to be recognized in more than 1 year230,839 229,951 
Total RPO$619,032 $635,665 


2.NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC.

4.    NET LOSS PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC.

The following table summarizes the calculation of basic and diluted net income (loss)loss per common share attributable to Verint Systems Inc. for the three and nine months ended October 31, 2017April 30, 2021 and 2016:2020:
Three Months Ended
April 30,
(in thousands, except per share amounts) 20212020
Net income (loss) from continuing operations$1,094 $(14,418)
Net income from discontinued operations, net of tax10,443 
Net income (loss)1,094 (3,975)
Net income attributable to noncontrolling interests from continuing operations295 240 
Net income attributable to noncontrolling interests from discontinued operations1,799 
Net income (loss) attributable to Verint Systems Inc.799 (6,014)
Dividends on preferred stock(3,322)
Net loss attributable to Verint Systems Inc. for basic net loss per common share(2,523)(6,014)
Dilutive effect of dividends on preferred stock
Net loss attributable to Verint Systems Inc. for diluted net loss per common share$(2,523)$(6,014)
Net loss (income) attributable to Verint Systems Inc. common shares
Net loss from continuing operations attributable to Verint Systems Inc. common shares(2,523)(14,658)
Net income from discontinued operations attributable to Verint Systems Inc. common shares8,644 
Weighted-average shares outstanding: 
Basic65,661 64,376 
Dilutive effect of employee equity award plans
Dilutive effect of 0.25% convertible senior notes
Dilutive effect of 1.50% convertible senior notes
Dilutive effect of warrants
Dilutive effect of assumed conversion of preferred stock
Diluted65,661 64,376 
Basic net (loss) income per common share attributable to Verint Systems Inc.:
Continuing operations$(0.04)$(0.23)
Discontinued operations0.14 
Total basic net loss per common share attributable to Verint Systems Inc.$(0.04)$(0.09)
Diluted net (loss) income per common share attributable to Verint Systems Inc.:
Continuing operations$(0.04)$(0.23)
Discontinued operations0.14 
Total diluted net loss per common share attributable to Verint Systems Inc.$(0.04)$(0.09)

  Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands, except per share amounts)  2017 2016 2017 2016
Net income (loss) $3,066
 $(7,434) $(21,740) $(34,705)
Net income attributable to noncontrolling interests 577
 803
 1,984
 2,693
Net income (loss) attributable to Verint Systems Inc. $2,489
 $(8,237) $(23,724) $(37,398)
Weighted-average shares outstanding:  
  
    
Basic 63,759
 62,895
 63,152
 62,602
Dilutive effect of employee equity award plans 829
 
 
 
Dilutive effect of 1.50% convertible senior notes 
 
 
 
Dilutive effect of warrants 
 
 
 
Diluted 64,588
 62,895
 63,152
 62,602
Net income (loss) per common share attributable to Verint Systems Inc.:  
  
    
Basic $0.04
 $(0.13) $(0.38) $(0.60)
Diluted $0.04
 $(0.13) $(0.38) $(0.60)


We excluded the following weighted-average potential common shares from theour diluted per share calculations of diluted net loss per common share during the applicable periods because their inclusion would have been anti-dilutive:
16

Table of Contents
 Three Months Ended
October 31,
 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands)  2017 2016 2017 2016(in thousands) 20212020
Common shares excluded from calculation:  
  
    Common shares excluded from calculation:  
Stock options and restricted stock-based awards 600
 1,239
 1,205
 1,060
Stock options and restricted stock-based awards1,859 1,491 
0.25% convertible senior notes0.25% convertible senior notes1,254 
1.50% convertible senior notes 6,205
 6,205
 6,205
 6,205
1.50% convertible senior notes9,541 6,205 
Warrants 6,205
 6,205
 6,205
 6,205
Warrants9,865 6,205 
Series A Preferred StockSeries A Preferred Stock5,498 
Series B Preferred StockSeries B Preferred Stock1,118 


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.


Our 1.50%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 senior notes ("Notes") will not impactinstruments. For the calculation of diluted net income per share unlessthree months ended April 30, 2021, the average price of our common stock, as calculateddid not exceed the $62.08 per share conversion price of our 0.25% convertible senior notes, and other requirements for the 2021 Notes (as defined in accordance withNote 7, “Long-Term Debt”) 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 termsaverage market price of the indenture governing the Notes,our common stock for a reporting period exceeds the conversion price.

The Capped Calls (as defined in Note 7, “Long-Term Debt”) do not impact our diluted earnings per common share calculations as their effect would be anti-dilutive. The Capped Calls are intended generally 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 $64.46 per share. Likewise, diluted net income per share will not include any$100.00.

There is no impact on our calculation of the dilutive effect fromof our 1.50% convertible senior notes upon adoption of ASU No. 2020-06 as we were obligated to settle the principal amount of our 2014 Notes (as defined in Note 7, “Long-Term Debt”) 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 6, "Long-Term Debt"7, “Long-Term Debt”) unlesswere reduced to $40.55 per share and $47.18 per share, respectively, which increased the average priceequivalent number of ourunderlying common stock, as calculated under the terms of the Warrants, exceeds the exercise price of $75.00 per share.shares to 9,541,000 and 9,865,000, respectively.


Our Note Hedges (as defined in Note 6, "Long-Term Debt"7, “Long-Term Debt”) dodid not impact the calculation ofour diluted net incomeearnings per common share under the treasury stock method,calculations because their effect would be anti-dilutive. However, in connection with the event of an actual conversion of any or allmaturity of the 2014 Notes, the common shares that would be delivered to us under the Note Hedges would neutralizeneutralized the dilutive effect of the common shares that we would issueissued under the Notes.2014 Notes to settle the conversion premium. As a result, actual conversion of any or allthe settlement of the outstanding 2014 Notes woulddid not increase our outstanding common stock. Up

Our Warrants (as defined in Note 7, “Long-Term Debt”) would have a dilutive effect on our diluted per common share calculations to 6,205,000the extent that we earned income for the applicable period and the average market value of our common stock exceeds the strike price of the Warrants. As of April 30, 2021, up to 9,865,000 common shares could be issued upon exercise of the Warrants.

Further details regarding the 2021 Notes, Capped Calls, 2014 Notes, Note Hedges, and the Warrants appear in Note 7, “Long-Term Debt”. See Note 16, “Subsequent Event,” for more details regarding the maturity of the 2014 Notes and Notes Hedges.

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, "Long-Term Debt"2021, in connection with 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 Series A Preferred Stock and Series B Preferred Stock, on an as-converted basis, were excluded from the calculation of diluted net loss per common share for the three months ended April 30, 2021 as their effect would have been anti-dilutive. Further details regarding the Preferred Stock investment appear in Note 9, “Convertible Preferred Stock”.




3.5.    CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

17

Table of Contents

The following tables summarize our cash, cash equivalents, and short-term investments as of October 31, 2017April 30, 2021 and January 31, 2017:2021:
April 30, 2021
(in thousands) Cost BasisGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Cash and cash equivalents:
Cash and bank time deposits$187,394 $— $— $187,394 
Money market funds172,024 — — 172,024 
Total cash and cash equivalents$359,418 $ $ $359,418 
Short-term investments:
Bank time deposits$668 $$$668 
Total short-term investments$668 $0 $0 $668 


January 31, 2021
(in thousands)Cost BasisGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Cash and cash equivalents:
Cash and bank time deposits$243,183 $— $— $243,183 
Money market funds342,090 — — 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 $0 $0 $46,300 
  October 31, 2017
(in thousands)  Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Cash and cash equivalents:        
Cash and bank time deposits $312,488
 $
 $
 $312,488
Money market funds 178
 
 
 178
Total cash and cash equivalents $312,666
 $
 $
 $312,666
         
Short-term investments:        
Corporate debt securities $1,197
 $
 $
 $1,197
Bank time deposits 5,214
 
 
 5,214
Total short-term investments $6,411
 $
 $
 $6,411
  January 31, 2017
(in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Cash and cash equivalents:        
Cash and bank time deposits $307,188
 $
 $
 $307,188
Money market funds 175
 
 
 175
Total cash and cash equivalents $307,363
 $
 $
 $307,363
         
Short-term investments:        
Bank time deposits $3,184
 $
 $
 $3,184
Total short-term investments $3,184
 $
 $
 $3,184


Bank time deposits which are reported within short-term investments consist of deposits held outside of the U.S. 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 ninethree months ended October 31, 2017April 30, 2021 and 2016,2020, proceeds from maturities and sales of short-term investments were $5.2$45.6 million and $79.9$9.0 million, respectively.




4.BUSINESS COMBINATIONS

Nine Months Ended October 31, 2017

During the nine months ended October 31, 2017, we completed three transactions in our Customer Engagement segment, one of which retained a noncontrolling interest, and one acquisition in our Cyber Intelligence segment, all of which qualified as business combinations. These business combinations were not material to our condensed consolidated financial statements individually or in the aggregate.

Year Ended January 31, 2017

Contact Solutions, LLC

On February 19, 2016, we completed the acquisition of Contact Solutions, LLC ("Contact Solutions"), a provider of real-time, contextual self-service solutions, based in Reston, Virginia. The purchase price consisted of $66.9 million of cash paid at closing, and a $2.5 million post-closing purchase price adjustment based upon a determination of Contact Solutions' acquisition-date working capital, which was paid during the three months ended July 31, 2016. The cash paid for this acquisition was funded with cash on hand.

The purchase price for Contact Solutions was 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 price 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.

Among the factors contributing to the recognition of goodwill as a component of the Contact Solutions purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Customer Engagement segment and is deductible for income tax purposes.

In connection with the purchase price allocation for Contact Solutions, 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 calculates 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 $0.6 million of current and long-term deferred revenue, 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 yet been received, we recorded a $2.9 million asset as a component of the purchase price allocation, representing the estimated fair value of these obligations, $1.2 million of which was included within prepaid expenses and other current assets, and $1.7 million of which was 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 Contact Solutions, consisting primarily of professional fees and integration expenses, were not material and $0.2 million for the three and nine months ended October 31, 2017, and $0.4 million and $1.0 million for the three and nine months ended October 31, 2016, respectively, and were expensed as incurred in selling, general, and administrative expenses.

OpinionLab, Inc.

On November 16, 2016, we completed the acquisition of all of the outstanding shares of Chicago, Illinois-based OpinionLab, Inc. ("OpinionLab"), a leading SaaS provider of omnichannel Voice of Customer (“VoC”) feedback solutions which help organizations collect, understand, and leverage customer insights, helping drive smarter, real-time business action.

The purchase price consisted of $56.4 million of cash paid at the closing, funded from cash on hand, partially offset by $6.4 million of OpinionLab's cash received in the acquisition, resulting in net cash consideration at closing of $50.0 million, and we agreed to pay potential additional future cash consideration of up to $28.0 million, contingent upon the achievement of certain performance targets over the period from closing through January 31, 2021, the acquisition date fair value of which was estimated to be $15.0 million. The acquired business has been integrated into our Customer Engagement operating segment.

The purchase price for OpinionLab was 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 price 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.

Among the factors contributing to the recognition of goodwill as a component of the OpinionLab purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Customer Engagement segment and is not deductible for income tax purposes.

In connection with the purchase price allocation for OpinionLab, 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 calculates 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 $3.1 million of current and long-term deferred revenue, 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 yet been received, we recorded a $5.4 million asset as a component of the purchase price allocation, representing the estimated fair value of these obligations, $3.4 million of which was included within prepaid expenses and other current assets, and $2.0 million of which was 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 OpinionLab, consisting primarily of professional fees and integration expenses, were $0.3 million and $0.8 million for the three and nine months ended October 31, 2017, respectively and $0.4 million in each of the three and nine months ended October 31, 2016. These costs were expensed as incurred within selling, general and administrative expenses.6.    INTANGIBLE ASSETS AND GOODWILL
 
The following table sets forth the components and the allocations of the purchase prices for our acquisitions of Contact Solutions and OpinionLab. An immaterial adjustment to the purchase price allocation for OpinionLab, which is now complete, was recorded during the three months ended October 31, 2017.
(in thousands) Contact Solutions OpinionLab
Components of Purchase Price:  
  
Cash paid at closing $66,915
 $56,355
Fair value of contingent consideration 
 15,000
Other purchase price adjustments 2,518
 
Total purchase price $69,433
 $71,355
     
Allocation of Purchase Price:  
  
Net tangible assets (liabilities):  
  
Accounts receivable $8,102
 $748
Other current assets, including cash acquired 2,392
 10,625
Property and equipment, net 7,007
 298
Other assets 1,904
 2,036
Current and other liabilities (4,943) (1,600)
Deferred revenue - current and long-term (642) (3,082)
Deferred Income Taxes - current and long-term 
 (9,877)
Net tangible assets (liabilities) 13,820
 (852)
Identifiable intangible assets:  
  
Customer relationships 18,000
 19,100
Developed technology 13,100
 10,400
Trademarks and trade names 2,400
 1,800
Total identifiable intangible assets 33,500
 31,300
Goodwill 22,113
 40,907
Total purchase price allocation $69,433
 $71,355

For the acquisition of Contact Solutions, the acquired customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of ten years, four years, and five years, respectively, the weighted average of which is approximately 7.3 years.

For the acquisition of OpinionLab, the acquired customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of ten years, six years, and four years, respectively, the weighted average of which is approximately 8.3 years.

The weighted-average estimated useful life of all finite-lived identifiable intangible assets acquired during the year ended January 31, 2017 is 7.8 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 year ended January 31, 2017, in addition to the acquisitions of Contact Solutions and OpinionLab, we completed two transactions in our Customer Engagement segment which qualified as business combinations. These business combinations were not material to our condensed consolidated financial statements individually or in the aggregate.

Other Business Combination Information


At October 31, 2017, restricted cash and bank time deposits includes approximately $35.0 million held in an escrow account in connection with an immaterial business combination that closed in November 2017.

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 condensed 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.

In connection with immaterial business combinations that closed during the nine months ended October 31, 2017, we recorded contingent consideration obligations with a combined fair value of $9.1 million.

For the three months ended October 31, 2017 and 2016, we recorded benefits of $6.7 million and charges of $2.2 million, respectively, and for the nine months ended October 31, 2017 and 2016, we recorded benefits of $3.8 million and charges of $4.8 million, respectively, within selling, general and administrative expenses for changes in the fair values of contingent consideration obligations associated with business combinations. The aggregate fair values of the remaining contingent consideration obligations associated with business combinations was $48.7 million at October 31, 2017, of which $10.9 million was recorded within accrued expenses and other current liabilities, and $37.8 million was recorded within other liabilities.

Payments of contingent consideration earned under these agreements were $0.1 million for the three months ended October 31, 2017, and $9.4 million and $3.3 million for the nine months ended October 31, 2017 and 2016, respectively. There were no payments of contingent consideration in the three months ended October 31, 2016.


5.
INTANGIBLE ASSETS AND GOODWILL
Acquisition-related intangible assets consisted of the following as of October 31, 2017April 30, 2021 and January 31, 2017:2021:
 April 30, 2021
(in thousands)CostAccumulated
Amortization
Net
Intangible assets with finite lives:   
Customer relationships$465,535 $(363,719)$101,816 
Acquired technology222,429 (194,396)28,033 
Trade names9,430 (6,963)2,467 
Distribution network2,440 (2,440)
Total intangible assets$699,834 $(567,518)$132,316 
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  October 31, 2017
(in thousands) Cost 
Accumulated
Amortization
 Net
Intangible assets, with finite lives:  
  
  
Customer relationships $418,704
 $(272,263) $146,441
Acquired technology 241,499
 (196,439) 45,060
Trade names 24,901
 (17,133) 7,768
Non-competition agreements 3,047
 (2,771) 276
Distribution network 4,440
 (4,440) 
Total intangible assets $692,591
 $(493,046) $199,545
 January 31, 2021
(in thousands)CostAccumulated
Amortization
Net
Intangible assets with finite lives:   
Customer relationships$464,586 $(356,064)$108,522 
Acquired technology222,040 (189,687)32,353 
Trade names9,424 (6,555)2,869 
Distribution network2,440 (2,440)
    Total intangible assets$698,490 $(554,746)$143,744 

We considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic to assess whether a triggering event had occurred that would result in a potential impairment of our indefinite-lived intangible assets. Based on this assessment, we concluded that a triggering event has not occurred which would require further impairment testing to be performed.
  January 31, 2017
(in thousands) Cost 
Accumulated
Amortization
 Net
Intangible assets, with finite lives:  
  
  
Customer relationships $403,657
 $(244,792) $158,865
Acquired technology 233,982
 (168,653) 65,329
Trade names 23,493
 (14,187) 9,306
Non-competition agreements 3,047
 (2,499) 548
Distribution network 4,440
 (4,329) 111
Total intangible assets with finite lives 668,619
 (434,460) 234,159
In-process research and development, with indefinite lives 1,100
 
 1,100
    Total intangible assets $669,719
 $(434,460) $235,259



The following table presents net acquisition-related intangible assets by reportable segment as of October 31, 2017 and January 31, 2017: 
  October 31, January 31,
(in thousands)
2017
2017
Customer Engagement
$183,267

$207,436
Cyber Intelligence
16,278

27,823
Total
$199,545

$235,259
Total amortization expense recorded for acquisition-related intangible assets was $16.2$11.7 million and $19.9$12.1 million for the three months ended October 31, 2017April 30, 2021 and 2016, respectively, and $55.0 million and $61.0 million for the nine months ended October 31, 2017 and 2016,2020, 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
2018 (remainder of year)
$16,286
2019
45,476
2020
35,987
2021
27,481
2022
23,998
2023 and thereafter
50,317
   Total
$199,545
(in thousands) 
Years Ending January 31,Amount
2022 (remainder of year)$33,346 
202337,166 
202428,072 
202511,273 
20269,945 
2027 and thereafter12,514 
   Total$132,316 
 
Goodwill activity for the ninethree months ended October 31, 2017, in total and by reportable segment,April 30, 2021 was as follows: 

    Reportable Segment
(in thousands) Total Customer Engagement 
Cyber
Intelligence
Year Ended January 31, 2017:      
Goodwill, gross, at January 31, 2017 $1,331,683
 $1,188,022
 $143,661
Accumulated impairment losses through January 31, 2017 (66,865) (56,043) (10,822)
   Goodwill, net, at January 31, 2017 1,264,818
 1,131,979
 132,839
Business combinations 22,459
 18,624
 3,835
Foreign currency translation and other 17,694
 17,570
 124
   Goodwill, net, at October 31, 2017 $1,304,971
 $1,168,173
 $136,798
       
Balance at October 31, 2017: 

  
  
Goodwill, gross, at October 31, 2017 $1,371,836
 $1,224,216
 $147,620
Accumulated impairment losses through October 31, 2017 (66,865) (56,043) (10,822)
   Goodwill, net, at October 31, 2017 $1,304,971
 $1,168,173
 $136,798
No events or circumstances indicating the potential for goodwill impairment were identified during the nine months ended October 31, 2017.


6.(in thousands)
LONG-TERM DEBT
Amount
Three Months Ended April 30, 2021:
Goodwill, gross, at January 31, 2021$1,383,450 
Accumulated impairment losses through January 31, 2021(56,043)
   Goodwill, net, at January 31, 20211,327,407 
Foreign currency translation and other2,391 
   Goodwill, net, at April 30, 2021$1,329,798
Balance at April 30, 2021
Goodwill, gross, at April 30, 2021$1,385,841 
Accumulated impairment losses through April 30. 2021(56,043)
   Goodwill, net, at April 30, 2021$1,329,798


We evaluated whether there has been a change in circumstances as of April 30, 2021 and as of the date of this filing in response to the economic impacts seen globally from COVID-19. The valuation methodology to determine the fair value of our reporting unit is sensitive to management's forecasts of future revenue, profitability and market conditions. At this time, the impact of COVID-19 on our forecasts is uncertain and increases the subjectivity that is involved in evaluating goodwill for potential impairment. Our reporting unit fair value may decline as a result of delayed or reduced demand for our products and services, driving lower revenue and operating income across our business. However, given the significant difference between the reporting unit fair value and its carrying value in the most recent quantitative analyses completed as of November 1, 2020, as well as expected long-term recovery, management does not believe that these events were severe enough to result in an
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impairment trigger. We will continue to monitor the environment to determine whether impacts to our reporting unit represent events or changes in circumstances that may trigger a need to assess for impairment.


7.    LONG-TERM DEBT

The following table summarizes our long-term debt at October 31, 2017April 30, 2021 and January 31, 2017: 2021:


April 30,January 31,
(in thousands)20212021
0.25% Convertible Senior Notes$315,000 $
1.50% Convertible Senior Notes386,887 386,887 
June 2017 Term Loan100,000 410,125 
Less: unamortized debt discounts and issuance costs(9,386)(7,518)
Total debt792,501 789,494 
Less: current maturities386,887 386,713 
Long-term debt$405,614 $402,781 
  October 31, January 31,
(in thousands) 2017 2017
     
1.50% Convertible Senior Notes $400,000
 $400,000
2014 Term Loans 
 409,038
2017 Term Loan 423,937
 
Other debt 302
 404
Less: Unamortized debt discounts and issuance costs (53,681) (60,571)
Total debt 770,558
 748,871
Less: current maturities 4,552
 4,611
Long-term debt $766,006
 $744,260


0.25% Convertible Senior Notes
Current maturities
On April 9, 2021, we issued $315.0 million in aggregate principal amount of 0.25% convertible senior notes due April 15, 2026 (the “2021 Notes”), 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 settled with cash or common stock, or a combination thereof, at our election. As of April 30, 2021, the 2021 Notes were not convertible.

We incurred approximately $8.7 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 reported within accrued expenses and other current liabilitiesbeing 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 0.81% at April 30, 2021.

Based on the closing market price of our condensed consolidated balance sheet.common stock on April 30, 2021, the if-converted value of the 2021 Notes was less than their aggregate principal amount.


1.50% Convertible Senior Notes


On June 18, 2014, we issued $400.0 million in aggregate principal amount of 1.50% convertible senior notes due June 1, 2021 ("Notes"(the “2014 Notes”), unless earlier converted by the holders pursuant to their terms.. Net proceeds from the 2014 Notes after underwriting discounts were $391.9 million. The 2014 Notes paywere unsecured and paid interest in cash semiannually in arrears at a rate of 1.50% per annum.


The Notes were issued concurrently with our public issuance of 5,750,000 shares of common stock, the majority of the
combined net proceeds of which were used to partially repay certain indebtedness under our Prior Credit Agreement, as further
described below.

The Notes are unsecured and are convertible into, at our election, cash, shares of common stock, or a combination of both, subject to satisfaction of specified conditions and during specified periods. If converted, we currently intend to pay cash in respect of the principal amount of the Notes.

The Notes have a conversion rate of 15.5129 shares of common stock per $1,000 principal amount of Notes, which represents an effective conversion price of approximately $64.46 per share of common stock and would result in the issuance of approximately 6,205,000 shares if all of the Notes were converted. The conversion rate has not changed since issuance of the Notes, although throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events.
On or afterEffective December 1, 2020 until the close of business on the second scheduled trading day immediately preceding the June 1, 2021 maturity date, holders may surrendercould have surrendered their 2014 Notes for conversion regardless of whether any of the other specified conditions for conversion havehad 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

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Notes due at maturity, into an escrow account to cash collateralize the 2014 Notes. The amount in escrow is included within restricted cash and cash equivalents, and restricted bank time deposits on our April 30, 2021 condensed consolidated balance sheet.

In connection with the maturity of the 2014 Notes, we used the escrowed cash to settle the principal amount of the 2014 Notes, including the final interest payment, and the incremental conversion value of $57.7 million was settled with approximately 1,250,000 shares of common stock.

As of OctoberJanuary 31, 2017,2021, 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 were not convertible.converted. 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 represents 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. Based on the closing market price of our common stock on April 30, 2021, the if-converted value of the 2014 Notes was approximately $76.5 million greater than the aggregate principal amount of the 2014 Notes.


InAt 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. TheThrough January 31, 2021, the excess of the principal amount of the debt component over its carrying amount (the "debt discount"“debt discount”) iswas being amortized as interest expense over the term of the 2014 Notes using the effective interest method. The equity component iswas not remeasured as long as it continuescontinued 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 were netted againstare presented as a reduction of long-term debt and are beingwere 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. The

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 present separate liability and equity components for the 2014 Notes on our condensed 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 net ofat January 31, 2021, which included applicable issuance costs was $78.2and 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 at October 31, 2017.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.


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As of October 31, 2017,April 30, 2021, the carrying value of the debt component2014 Notes was $350.8$386.8 million, which iswas net of unamortized debt discount and issuance costs of $44.9 million and $4.3 million, respectively.$0.1 million. Including the impact of the debt discount and related deferred debt issuance costs, the effective interest rate on the 2014 Notes was approximately 5.29%1.91% at OctoberApril 30, 2021.

As the 2014 Notes were due June 1, 2021, they are classified within current maturities of long-term debt on our condensed consolidated balance sheets as of April 30, 2021 and January 31, 2017.2021, respectively.



Capped Calls, Note Hedges and Warrants
Based
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 intended generally to reduce the closing market price ofpotential dilution to our common stock on October 31, 2017, the if-converted valueupon any conversion of the 2021 Notes was less thanand/or offset any cash payments we are required to make in excess of the aggregate principal amount of converted 2021 Notes, in the Notes.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 April 30, 2021, 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 $41.0 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"“Note Hedges”) and sold warrants (the "Warrants"“Warrants”). The combination of the Note Hedges and the Warrants servesserved 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 are 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 havehad 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 equalsequaled the initial conversion price of the 2014 Notes. Our exercise rights under the Note Hedges generally trigger upon conversionAs a result of the Notes andSpin-Off, on February 1, 2021, the Note Hedges terminate upon maturitycall 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 Notes, or the first day the Notes are no longer outstanding.2014 Notes. The Note Hedges may becould have been settled in cash, shares of our common stock, or a combination thereof, at our option, and arewere intended to reduce our exposure to potential dilution upon conversion of the 2014 Notes. Our exercise rights under the Note Hedges were automatically triggered upon conversion of the 2014 Notes and the Note Hedges terminated upon maturity of the 2014 Notes on June 1, 2021. In connection with the maturity of the 2014 Notes, we received approximately 1,250,000 shares of our common stock from the counterparties under the Note Hedges, which we used to offset the dilution resulting from the 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. We paid $60.8 million for the Note Hedges, which was recorded as a reductioncharge to additional paid-in capital. As of October 31, 2017,April 30, 2021, we had not purchased any shares of our common stock under 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 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 related to the reimbursement for the in-the-money portion of the Repurchased 2014 Notes under the Note Hedge agreement.

Warrants


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We sold the Warrants to several counterparties. The Warrants provideinitially 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 Warrants now provide the counterparties rights to acquire from us up to approximately 9,865,000 shares of our common stock at a price of $47.18 per share. The Warrants expire incrementally on a series of expiration dates beginning in August 2021. At expiration, if the market price per share of our common stock exceeds the strike price of the Warrants, we will be obligated to issue shares of our common stock having a value equal to such excess. The Warrants could have a dilutive effect on net income per share to the extent that the average market value of our common stock exceeds the strike price of the Warrants. Proceeds from the sale of the Warrants were $45.2 million and were recorded as additional paid-in capital. As of October 31, 2017,April 30, 2021, no Warrants had been exercised and all Warrants remained outstanding.


The Note Hedges and Warrants both meet the requirementsqualified for classification within stockholders’ equity, and their respective fair values are not remeasured and adjusted as long as these instruments continue to qualify for stockholders’ equity classification.


Credit Agreements


Prior2017 Credit Agreement


In April 2011,On June 29, 2017, we entered into a credit agreement with certain lenders whichand terminated a prior credit agreement. The credit agreement was amended in 2018, 2020, and restated in March 2013, and2021, as further described below (as amended, in February, March, and June 2014 (the "Prior Credit Agreement"). The Prior Credit Agreement, as amended and restated, provided for senior secured credit facilities, comprised of $943.5 million of term loans, of which $300.0 million was borrowed in February 2014 and $643.5 million was borrowed in March 2014 (together, the "2014 Term Loans"), the outstanding portion of which was scheduled to mature in September 2019, and a $300.0 million revolving credit facility (the "Prior Revolving Credit Facility"), scheduled to mature in September 2018, subject to increase and reduction from time to time, as described in the Prior Credit Agreement.
In June 2014, we utilized the majority of the combined net proceeds from the issuance of the Notes and the concurrent issuance of 5,750,000 shares of common stock to retire $530.0 million of the 2014 Term Loans and all $106.0 million of then-outstanding borrowings under the Prior Revolving Credit Facility.
The 2014 Term Loans incurred interest at our option at either a base rate plus a margin of 1.75% or an Adjusted LIBOR Rate, as defined in the Prior Credit Agreement, plus a margin of 2.75%.
2017 Credit Agreement

On June 29, 2017, we entered into a new Credit Agreement (the “2017 Credit Agreement”) with certain lenders and terminated the Prior Credit Agreement..



The 2017 Credit Agreement currently 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 April 30, 2021 and January 31, 2021, respectively, and a $300.0 million revolving credit facility maturing on June 29, 2022April 9, 2026 (the “2017“2021 Revolving Credit Facility”), subject to increase and reduction from time to time according to the terms of the 2017 Credit Agreement. The maturity dates of the 2017 Term Loan and 2017 Revolving Credit Facility will be accelerated to March 1, 2021 if on such date any Notes remain outstanding.
The majority of the proceeds from the 2017 Term Loan were used to repay all $406.9 million owed under the 2014 Term Loans at June 29, 2017 upon termination of the Prior Credit Agreement. There were no borrowings under the Prior Revolving Credit Facility at June 29, 2017.
The 2017 Term Loan was subject to an original issuance discount of approximately $0.5 million. This discountmillion, 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. The margin for

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 is fixedwere written off, and are included within losses on early retirements of debt on our condensed consolidated statement of operations for the three months ended April 30, 2021.

On April 9, 2021, we amended the 2017 Credit Agreement (the “2021 Amendment”), pursuant to which we refinanced our $300.0 million 2017 Revolving Credit Facility, which would have matured on June 29, 2022, with the $300.0 million 2021 Revolving Credit Facility. The 2021 Amendment also provides that for purposes of the acceleration of the maturity of the 2017 Term Loan and 2021 Revolving Credit Facility, neither the 2014 Notes nor the 2021 Notes will be deemed to be outstanding if such notes are cash collateralized prior to their respective maturity dates in accordance with the 2017 Credit Agreement. As noted above, we cash collateralized the 2014 Notes prior to settlement on June 1, 2021, and we currently intend to cash collateralize, or otherwise refinance or repurchase, the 2021 Notes prior to their maturity in 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 are 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 Spin-Off of our Cyber Intelligence business within the parameters set forth in the 2017 Credit Agreement, as amended, and our 2014 Notes would not be deemed to be outstanding if such 2014 Notes were cash collateralized in accordance with the 2017 Credit Agreement for purposes of the determination of the maturity dates of the 2017 Term Loan and the 2017 Revolving Credit Facility discussed above. 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 April 30, 2021, the interest rate on the 2017 Term Loan was 2.12%. 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 2.32% at 2.25% for Eurodollar loans,April 30, 2021. As of January 31, 2021, the interest rate on the 2017 Term Loan was 2.14%.
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For borrowings under the 2021 Revolving Credit Facility, and at 1.25% for ABR loans. For loanspreviously 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”"Leverage Ratio").
As of October 31, 2017, the interest rate on 2017 Term Loan was 3.56%. 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 3.74% at October 31, 2017. As of January 31, 2017 the weighted-average interest rate on the 2014 Terms Loans was 3.58%.
We In addition, we are required to pay a commitment fee with respect to unused availability under the 2017 Revolving Credit Facility at a raterates per annum determined by reference to our Leverage Ratio.
The 2017 Term Loan requires quarterly principal payments of approximately $1.1 million, which commenced on August 1, 2017, with the remaining balance due on June 29, 2024.
Optional prepayments of loans under the 2017 Credit Agreement are generally permitted without premium or penalty.

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 20172021 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.
Loss on Early Retirement of 2014 Term Loans

At the June 29, 2017 closing date of the 2017 Credit Agreement, there were $3.2 million of unamortized deferred debt issuance costs and a $0.1 million unamortized term loan discount associated with the 2014 Term Loans and the Prior Revolving Credit Facility. Of the $3.2 million of unamortized deferred debt issuance costs, $1.4 million was associated with commitments under the Prior Revolving Credit Facility provided by lenders that are continuing to provide commitments under the 2017 Revolving Credit Facility and therefore continued to be deferred, and are being amortized on a straight-line basis over the term of the 2017 Revolving Credit Facility. The remaining $1.8 million of unamortized deferred debt issuance costs and the $0.1 million unamortized discount, all of which related to the 2014 Term Loans, were written off as a $1.9 million loss on early retirement of debt during the three months ended July 31, 2017.
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 underfacilities. During the 2017 Credit Agreement. Of theseyear ended January 31, 2018, we wrote off $0.2 million of deferred debt issuance costs $4.1associated with the 2017 Term Loan as a result of the 2018 Amendment. 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 usingalong with the effectivepreviously deferred debt issuance costs.


interest rate method, and $2.7At the time of the 2021 Amendment, there were $1.3 million wereof 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 condensed consolidated statement of operations for the three months ended April 30, 2021. 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 2021 Revolving Credit Facility are being amortized on a straight-line basis.

Future Principal Payments on the Term Loan

As a result of October 31,the significant 2017 future scheduledTerm Loan principal payments onmade during the three months ended April 30, 2021, no further principal payments are required prior to the maturity of the 2017 Term Loan were as follows:on June 29, 2024.
(in thousands)  
Years Ending January 31, Amount
2018 (remainder of year) $1,062
2019 4,250
2020 4,250
2021 4,250
2022 4,250
2023 and thereafter 405,875
   Total $423,937

Interest Expense


The following table presents the components of interest expense incurred on the 2021 Notes, the 2014 Notes, and on borrowings under our credit agreements2017 Credit Agreement, for the three and nine months ended October 31, 2017April 30, 2021 and 2016:2020:
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 Three Months Ended
October 31,
 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands) 2017 2016 2017 2016(in thousands)20212020
1.50% Convertible Senior Notes:        
2021 Notes:2021 Notes:
Interest expense at 0.25% coupon rateInterest expense at 0.25% coupon rate$48 $
Amortization of deferred debt issuance costsAmortization of deferred debt issuance costs105 
Total Interest Expense - 2021 NotesTotal Interest Expense - 2021 Notes$153 $0 
2014 Notes:2014 Notes:
Interest expense at 1.50% coupon rate $1,500
 $1,500
 $4,500
 $4,500
Interest expense at 1.50% coupon rate$1,451 $1,500 
Amortization of debt discount 2,829
 2,685
 8,377
 7,949
Amortization of debt discount3,226 
Amortization of deferred debt issuance costs 267
 253
 790
 750
Amortization of deferred debt issuance costs391 304 
Total Interest Expense - 1.50% Convertible Senior Notes $4,596
 $4,438
 $13,667
 $13,199
Total Interest Expense - 2014 NotesTotal Interest Expense - 2014 Notes$1,842 $5,030 
        
Borrowings under Credit Agreements:        
Borrowings under 2017 Credit Agreement:Borrowings under 2017 Credit Agreement:
Interest expense at contractual rates $3,858
 $3,669
 $11,493
 $10,943
Interest expense at contractual rates$1,760 $4,513 
Impact of interest rate swap 
 
 254
 
Impact of interest rate swap reclassified from accumulated other comprehensive lossImpact of interest rate swap reclassified from accumulated other comprehensive loss1,014 591 
Amortization of debt discounts 17
 15
 48
 44
Amortization of debt discounts18 
Amortization of deferred debt issuance costs 396
 557
 1,451
 1,653
Amortization of deferred debt issuance costs272 391 
Total Interest Expense - Borrowings under Credit Agreements $4,271
 $4,241
 $13,246
 $12,640
Total Interest Expense - Borrowings under Credit Agreements$3,049 $5,513 



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 condensed 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 condensed consolidated statement of operations for the three months ended April 20, 2021. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and included within other liabilities on our condensed consolidated balance sheet as of April 30, 2021.

7.SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION
Please refer to Note 13, “Derivative Financial Instruments” for further information regarding our interest rate swap agreement.


8.    SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION
 
Condensed Consolidated Balance Sheets
 
Inventories consisted of the following as of October 31, 2017April 30, 2021 and January 31, 2017: 2021:
April 30,January 31,
(in thousands)20212021
Raw materials$1,927 $2,768 
Work-in-process92 26 
Finished goods3,574 2,747 
   Total inventories$5,593 $5,541 
  October 31, January 31,
(in thousands) 2017 2017
Raw materials $11,014
 $9,074
Work-in-process 4,673
 4,355
Finished goods 3,835
 4,108
   Total inventories $19,522
 $17,537


Condensed Consolidated Statements of Operations
 
Other income (expense) income,, net consisted of the following for the three and nine months ended October 31, 2017April 30, 2021 and 2016:

2020:
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  Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands) 2017 2016 2017 2016
Foreign currency (losses) gains, net $(1,474) $(2,152) $2,384
 $1,870
Gains (losses) on derivative financial instruments, net 834
 1,266
 292
 (696)
Other, net 75
 (235) (147) (3,834)
   Total other (expense) income, net $(565) $(1,121) $2,529
 $(2,660)
 Three Months Ended
April 30,
(in thousands)20212020
Foreign currency losses, net$(541)$(1,798)
Losses on derivative financial instruments, net(14,374)
Change in fair value of future tranche right15,810 
Other, net3,155 (24)
   Total other income (expense), net$4,050 $(1,822)


Please refer to Note 9, “Convertible Preferred Stock” and Note 12, “Fair Value Measurements” for additional information regarding the future tranche right.

Condensed Consolidated Statements of Cash Flows
 
The following table provides supplemental information regarding our condensed consolidated cash flows for the ninethree months ended OctoberApril 30, 2021 and 2020:
 Three Months Ended
April 30,
(in thousands)20212020
Cash paid for interest$4,583 $5,295 
Cash payments of income taxes, net$23,035 $9,564 
Cash payments for operating leases$4,878 $5,025 
Non-cash investing and financing transactions: 
Finance leases of property and equipment$1,678 $760 
Accrued but unpaid purchases of property and equipment$2,406 $799 
Settlement of Future Tranche Right upon issuance of Series B Preferred Stock$36,962 $
Accrued but unpaid purchases of treasury stock$434 $


9. 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 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.

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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.

Holders of the Preferred Stock are entitled to a cumulative dividend at a rate of 5.2% per annum until the 48-month anniversary of the Series A Closing Date and thereafter at a rate of 4.0% per annum. 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 three months ended April 30, 2021, we paid $5.2 million of preferred stock dividends, which were accrued as of January 31, 20172021, and 2016:there were $4.2 million of cumulative undeclared and unpaid preferred stock dividends at April 30, 2021. We had 0 accrued dividends as of April 30, 2021. We reflected $3.3 million of preferred stock dividends in our condensed consolidated results of operations, for purposes of computing net loss attributable to Verint Systems Inc. commons shares, for the three months ended April 30, 2021. There were 0 preferred stock dividends recorded in our condensed consolidated results of operations for the three months ended April 30, 2020.

Conversion

The Series A Preferred Stock was convertible into common stock at the election of the holder, subject to certain conditions including conditions associated with the Spin-Off, 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 signing date. 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 April 30, 2021, 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 9.6 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 Series A 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
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  Nine Months Ended
October 31,
(in thousands) 2017 2016
Cash paid for interest $13,618
 $13,927
Cash payments of income taxes, net $18,344
 $25,023
Non-cash investing and financing transactions:  
  
Accrued but unpaid purchases of property and equipment $3,487
 $5,169
Inventory transfers to property and equipment $1,265
 $139
Liabilities for contingent consideration in business combinations $9,100
 $7,700
Capital leases of property and equipment $1,929
 $
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 condensed consolidated balance sheet as of April 30, 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 April 30, 2021, 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 April 30, 2021 plus accrued and unpaid dividends. As of April 30, 2021, 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 $3.5 million and $0.7 million, respectively.

8.STOCKHOLDERS’ EQUITY
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 condensed 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 will no longer recognize changes in the fair value of the Future Tranche Right in our condensed consolidated statements of operations. Please refer to Note 12, “Fair Value Measurements” for additional information regarding valuations of the Future Tranche Right.


10.    STOCKHOLDERS’ EQUITY
 
Dividends on Common Stock Dividends


We did not0t declare or pay any cash dividends on our common stock during the ninethree months ended October 31, 2017April 30, 2021 and 2016.2020. Under the terms of our 2017 Credit Agreement, we are subject to certain restrictions on declaring and paying dividends on our common stock.


ShareIn connection with the Spin-Off, each holder of Verint’s common stock, par value $0.001 per share, received 1 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 the Record Date.

Stock Repurchase ProgramPrograms


On March 29, 2016,December 4, 2019, we announced that our board of directors had authorized a sharestock repurchase program whereby we may makewere authorized to repurchase up to $150.0$300.0 million in purchases of our outstanding shares of common stock over the twoperiod ending on February 1, 2021. We made $34.0
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million and $116.1 million in repurchases under the program during the years following the dateended 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 announcement. Under the sharedirectors had authorized a new stock repurchase program purchases can be made from timewhereby we were authorized to time usingrepurchase up to a varietynumber of methods, which may include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations, including the amount of cash generated in the U.S. and other potential uses of cash, such as acquisitions. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The authorization of the share repurchase program does not obligate us to acquire any particular amountshares of common stock andapproximately 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 acquired 1,600,000 shares of our common stock at a cost of $75.4 million under this program, of which $0.4 million was settled in cash in May 2021. No further repurchases are expected under this program may be suspended or discontinued at any time.for the year ending January 31, 2022.


Treasury Stock
 
Repurchased shares of common stock are typically recorded as treasury stock, at cost.cost, but may from time to time be retired. We periodically purchase treasury stock from 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.

During the three months ended April 30, 2021, we repurchased approximately 1,601,000 shares of our common stock for a cost of $75.5 million, which includes $75.4 million of share repurchases under the 2021 share repurchase program described above, and payment requirementsother 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 three months ended April 30, 2021, we retired 1,058,300 shares with a cost of $49.6 million that had been repurchased under the 2021 share repurchase program described above, which was recorded as a reduction of common stock and additional paid-in capital. These shares were returned to the status of authorized and unissued shares.


During the ninethree months ended October 31, 2017,April 30, 2020, we receivedrepurchased approximately 7,000613,000 shares of treasuryour common stock in a nonmonetary transaction valued at $0.3 million. During the nine months ended October 31, 2016, we acquired 1,000,000 shares of treasury stock atfor a cost of $35.9$34.0 million under the aforementioned2019 share repurchase program.program described above.


At October 31, 2017April 30, 2021, we held approximately 1,661,0004,947,000 shares of treasury stock with a cost of $57.4$234.0 million. At January 31, 2017,2021, we held approximately 1,654,0004,404,000 shares of treasury stock with a cost of $57.1$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 April 30, 2021, Apax’s ownership in us on an as-converted basis is approximately 12.9%. Please refer to Note 9, “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 condensed consolidated balance sheets. Accumulated other comprehensive income (loss) items have no impact on our net income (loss) as presented in our condensed consolidated statements of operations.


The following table summarizes changes in the components ofto our accumulated other comprehensive income (loss) by component for the ninethree months ended October 31, 2017:April 30, 2021:
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(in thousands) Unrealized Gains on Foreign Exchange Contracts Designated as Hedges Unrealized Gain on Interest Rate Swap Designated as Hedge Foreign Currency Translation Adjustments Total
Accumulated other comprehensive income (loss) at January 31, 2017 $575
 $632
 $(156,063) $(154,856)
Other comprehensive income (loss) before reclassifications 5,548
 (341) 21,484
 26,691
Gains reclassified out of accumulated other comprehensive income (loss)
 3,907
 291
 
 4,198
Net other comprehensive income (loss), current period 1,641
 (632) 21,484
 22,493
Accumulated other comprehensive income (loss) at October 31, 2017 $2,216
 $
 $(134,579) $(132,363)
(in thousands)Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as HedgesUnrealized Loss on Interest Rate Swap Designated as HedgeForeign Currency Translation AdjustmentsTotal
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 before reclassifications32 2,608 2,640 
Amounts reclassified out of accumulated other comprehensive income (loss)87 (1,014)(927)
Amounts reclassified upon partial early retirement of the 2017 Term Loan(12,017)(12,017)
Net other comprehensive income (loss)(614)13,031 20,290 32,707 
Accumulated other comprehensive income (loss) at
April 30, 2021
$20 $0 $(104,191)$(104,171)


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 condensed 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 three months ended April 20, 2021. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and included within other liabilities on our condensed consolidated balance sheet as of April 30, 2021. Please refer to Note 13, “Derivative Financial Instruments” for further information regarding our interest rate swap agreement.

The amounts reclassified out of accumulated other comprehensive income (loss) into the condensed consolidated statementstatements of operations, with presentation location, for the three and nine months ended October 31, 2017April 30, 2021 and 20162020 were as follows:

Three Months Ended
April 30,
(in thousands)20212020Location
Unrealized gains (losses) on derivative financial instruments:
Foreign currency forward contracts$$Cost of recurring revenue
12 Cost of nonrecurring revenue
65 Research and development, net
28 Selling, general and administrative
106 0 Total, before income taxes
(19)Provision for income taxes
$87 $0 Total, net of income taxes
Interest rate swap agreement$(1,014)$(591)Interest expense
(15,655)Other income (expense), net
(16,669)(591)Total, before income taxes
3,638 128 Benefit from income taxes
$(13,031)$(463)Total, net of income taxes


30
  Three Months Ended
October 31,
 Nine Months Ended
October 31,
  
(in thousands) 2017 2016 2017 2016 Location
Unrealized gains (losses) on derivative financial instruments:          
Foreign currency forward contracts $141
 $57
 $407
 $79
 Cost of product revenue
  145
 67
 378
 74
 Cost of service and support revenue
  825
 345
 2,339
 470
 Research and development, net
  461
 213
 1,322
 265
 Selling, general and administrative
  1,572
 682
 4,446
 888
 Total, before income taxes
  (252) (75) (539) (94) Provision for income taxes
  $1,320
 $607
 $3,907
 $794
 Total, net of income taxes
           
Interest rate swap agreement $
 $
 $(254) $
 Interest expense
  
 
 934
 
 Other income (expense), net
  
 
 680
 
 Total, before income taxes
  
 
 (389) 
 Provision for income taxes
  $
 $
 $291
 $
 Total, net of income taxes

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9.11.   INCOME TAXES
 

Our interim (benefit)(benefit from) provision for income taxes is measured using an estimated annual effective income tax rate, adjusted for discrete items that occur within the periods presented.


For the three months ended October 31, 2017,April 30, 2021, we recorded an income tax provisionbenefit of $5.9$0.1 million on pre-taxpretax income of $9.0 million, which represented an effective income tax rate of 66.0%. The income tax provision does not include income tax benefits on losses incurred by certain domestic and foreign operations where we maintain valuation allowances. Our pre-tax income in profitable jurisdictions, where we record income tax provisions, was higher than the pre-tax losses in domestic and foreign jurisdictions where we maintain valuation allowances and do not record tax benefits.

For the three months ended October 31, 2016, we recorded an income tax provision of $3.4 million on a pre-tax loss of $4.1$1.0 million, which represented a negative effective income tax rate of 82.4%7.0%. The incomeeffective tax provision does not include incomerate differs from the U.S. federal statutory rate of 21% primarily due to the impact of U.S. taxation of certain foreign activities and the adjustment of certain unrecognized tax benefits, on losses incurredoffset by certain domestic and foreign operations where we maintain valuation allowances and is mainlya change in the resultfair value of the activities of profitableFuture Tranche Right associated with the Preferred Stock issuance and by lower statutory rates in several foreign jurisdictions. Our pre-tax income in profitable jurisdictions, where we record income tax provisions, was lower than the pre-tax losses in domestic and foreign jurisdictions where we maintain valuation allowances and do not record income tax benefits.


For the ninethree months ended October 31, 2017,April 30, 2020, we recorded an income tax provision of $9.5$0.3 million on a pre-taxpretax loss of $12.2$14.1 million, which represented a negative effective income tax rate of 77.7%2.5%. The incomeeffective tax provision does not include income tax benefits on losses incurredrate differs from the U.S. federal statutory rate of 21% primarily due to the impact of U.S. taxation of certain foreign activities, offset by certain domestic and foreign operations where we maintain valuation allowances. Our pre-tax incomelower statutory rates in profitable jurisdictions, where we record income tax provisions, was lower than the pre-tax losses in domestic andseveral foreign jurisdictions where we maintain valuation allowances and do not record incomea deferred tax benefits.

For the nine months ended October 31, 2016, we recorded an income tax provision of $4.7 million onbenefit due to a pre-tax loss of $30.0 million, which represented a negative effective income tax rate of 15.8%. The income tax provision does not include income tax benefits on losses incurred by certain domestic andchange in a foreign operations where we maintain valuation allowances and is mainly the result of the activities of profitable jurisdictions. Our pre-tax income in profitable jurisdictions, where we record income tax provisions, was significantly lower than the pre-tax losses in domestic and foreign jurisdictions where we maintain valuation allowances and do not record income tax benefits.jurisdiction.


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 guidance for income taxes 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 our federal and certain state and foreign deferred income tax assets as a result of historical losses in the most recent three-year period in the U.S.certain state and in certain foreign jurisdictions. We intend to maintain valuation allowances until sufficient positive evidence exists to support a reversal.


We had unrecognized income tax benefits of $154.9$85.3 million and $148.6$84.8 million (excluding interest and penalties) as of October 31, 2017April 30, 2021 and January 31, 2017, respectively.2021, respectively, that if recognized, would impact our effective income tax rate. The accrued liability for interest and penalties was $4.7$3.1 million and $3.9$3.0 million at October 31, 2017April 30, 2021 and January 31, 2017,2021, respectively. Interest and penalties are recorded as a component of the (benefit from) provision for income taxes in our condensed consolidated statements of operations.  As of October 31, 2017 and January 31, 2017, the total amount of unrecognized income tax benefits that, if recognized, would impact our effective income tax rate were approximately $150.5 million and $143.0 million, respectively. 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 October 31, 2017April 30, 2021 could decrease by approximately $3.1$1.6 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 and us and Cognyte as 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 have deferred the timing of employer payroll taxes and accelerated the refund of AMT credits as permitted by the CARES Act.

10.FAIR VALUE MEASUREMENTS

12.   FAIR VALUE MEASUREMENTS
 

Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
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Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of October 31, 2017April 30, 2021 and January 31, 2017:2021:
 April 30, 2021
 Fair Value Hierarchy Category
(in thousands)Level 1Level 2Level 3
Assets:   
Money market funds$172,024 $$
Foreign currency forward contracts38 
Contingent consideration receivable453 
Total assets$172,024 $38 $453 
Liabilities:   
Foreign currency forward contracts$$17 $
Contingent consideration - business combinations8,311 
Option to acquire noncontrolling interests of consolidated subsidiaries3,400 
Total liabilities$0 $17 $11,711 
 January 31, 2021
 Fair Value Hierarchy Category
(in thousands)Level 1Level 2Level 3
Assets:   
Money market funds$342,090 $$
Foreign currency forward contracts136 
Contingent consideration receivable565 
Total assets$342,090 $136 $565 
Liabilities:   
Foreign currency forward contracts$$48 $
Interest rate swap agreements17,881 
Future tranche right52,772 
Contingent consideration - business combinations15,704 
Option to acquire noncontrolling interests of consolidated subsidiaries3,250 
Total liabilities$0 $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 9, “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 three months ended April 30, 2021.
(in thousands)Three Months Ended
April 30, 2021
Fair value measurement at beginning of period$(52,772)
Change in fair value, recorded in other income (expense), net15,810 
Reclassification of future tranche right liability upon settlement36,962 
Fair value measurement at end of period$0

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
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  October 31, 2017
  Fair Value Hierarchy Category
(in thousands) Level 1 Level 2 Level 3
Assets:  
  
  
Money market funds $178
 $
 $
Foreign currency forward contracts 
 2,811
 
Interest rate swap agreement 
 1,360
 
Total assets $178
 $4,171
 $
Liabilities:  
  
  
Foreign currency forward contracts $
 $1,591
 $
Contingent consideration - business combinations 
 
 48,652
Option to acquire noncontrolling interests of consolidated subsidiaries 
 
 3,100
Total liabilities $
 $1,591
 $51,752
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 condensed consolidated balance sheet. The estimated fair value of this asset as of April 30, 2021, which is measured using Level 3 inputs, was $0.5 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 three months ended April 30, 2021. The estimated fair value of this asset as of April 30, 2020 was $0.7 million. We did not receive any payments, and the change in the estimated fair value of this contingent receivable was not material, during the three months ended April 30, 2020.

  January 31, 2017
  Fair Value Hierarchy Category
(in thousands) Level 1 Level 2 Level 3
Assets:  
  
  
Money market funds $175
 $
 $
Foreign currency forward contracts 
 1,646
 
Interest rate swap agreement 
 1,429
 
Total assets $175
 $3,075
 $
Liabilities:  
  
  
Foreign currency forward contracts $
 $1,246
 $
Interest rate swap agreement 
 408
 
Contingent consideration - business combinations 
 
 52,733
Option to acquire noncontrolling interests of consolidated subsidiaries 
 
 3,550
Total liabilities $
 $1,654
 $56,283

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 ninethree months ended October 31, 2017April 30, 2021 and 20162020:

 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands) 2017 2016(in thousands)20212020
Fair value measurement at beginning of period $52,733
 $22,391
Fair value measurement at beginning of period$15,704 $31,367 
Contingent consideration liabilities recorded for business combinations 9,100
 7,700
Changes in fair values, recorded in operating expenses (3,769) 4,800
Changes in fair values, recorded in operating expenses241 (4,399)
Payments of contingent consideration (9,412) (3,313)Payments of contingent consideration(7,609)(3,031)
Foreign currency translation and otherForeign currency translation and other(25)(40)
Fair value measurement at end of period $48,652
 $31,578
Fair value measurement at end of period$8,311 $23,897 
 
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 condensed consolidated statements of operations within selling, general and administrative expenses.


During the year ended January 31, 2017, we acquired two2 majority owned subsidiaries for which we hold an option to acquire the noncontrolling interests. We account for the option as an in-substance investment in the noncontrolling common stock of each such subsidiary. We include the fair value of the option within accrued expenses and other current liabilities and do 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 ninethree months ended October 31, 2017April 30, 2021 and 2016: 2020:


 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands) 2017 2016(in thousands)20212020
Fair value measurement at beginning of period $3,550
 $
Fair value measurement at beginning of period$3,250 $2,900 
Acquisition of option to acquire noncontrolling interests of consolidated subsidiaries 
 3,134
Change in fair value, recorded in operating expenses (450) 300
Change in fair value, recorded in operating expenses150 (250)
Fair value measurement at end of period $3,100
 $3,434
Fair value measurement at end of period$3,400 $2,650 
 
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 three months ended April 20, 2021. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and included within other liabilities on our condensed consolidated balance sheet as of April 30, 2021. Please refer to Note 13, “Derivative Financial Instruments” for further information regarding our interest rate swap agreement.

There were no transfers between levels of the fair value measurement hierarchy during the ninethree months ended October 31, 2017April 30, 2021 and 2016.2020.


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.

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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.

Significant inputs and assumptions used in the valuation model as of the issuance date, May 7, 2020, and immediately prior to the settlement date, April 6, 2021, are as follows:

April 6,May 7,
20212020
Risk-free interest rate for preferred stock2.35 %1.31 %
Implied credit spread6.78 %10.78 %
Expected volatility30.00 %30.00 %
Verint common stock price$45.91$45.44

Interest Rate Swap AgreementAgreements - The fair value of our interest rate swap agreement isagreements are based in part on data received from the counterparty, and represents the estimated amount we would receive or pay to settle the agreement,agreements, 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 Asset or Liability - 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 3.0%2.8% to 20.0%3.3%, with a weighted average discount rate of 2.6%, in our calculations of the estimated fair values of our contingent consideration liabilities as of October 31, 2017 andApril 30, 2021. 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, 2017.2021. We utilized discount rates ranging from 2.9% to 3.6%, with a weighted average discount rate of 3.2%, in our calculation of the estimated fair value of our contingent consideration asset as of April 30, 2021. 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 asset as of January 31, 2021.


Option to Acquire Noncontrolling Interests of Consolidated Subsidiaries - The fair value of the option is 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 remeasure the fair value of the option at each reporting period, and any changes in fair value are recorded within selling, general, and administrative expenses. We utilized a discount ratesrate of 12.5% and 14.0%9.0% in our calculation of the estimated fair value of the option as of October 31, 2017April 30, 2021 and January 31, 2017, respectively.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.

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The estimated fair values of our term loan borrowings were $426$100 million and $410$409 million at October 31, 2017April 30, 2021 and January 31, 2017,2021, 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 participationsparticipation in our term loans are traded. The indicative prices provided to us as at each of October 31, 2017April 30, 2021 and January 31, 20172021 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. We had no revolving credit borrowings at October 31, 2017 and January 31, 2017.


The estimated fair values of our 2014 Notes were approximately $393$454 million and $381$440 million at October 31, 2017April 30, 2021 and January 31, 2017,2021, respectively. The estimated fair value of our 2021 Notes was approximately $319 million at April 30, 2021. The estimated fair values of the 2014 Notes and 2021 Notes are determined based on quoted bid and ask prices in the over-the-counter market in which the 2014 Notes and 2021 Notes trade. 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.



As of April 30, 2021, 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 three months ended April 30, 2021. These investments are included within other assets on the condensed 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 condensed consolidated statement of operations for the three months ended April 30, 2021. 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 our investments in privately-held companies during the year ended January 31, 2021. We did not recognize any impairments during the three months ended April 30, 2021 and 2020.

11.DERIVATIVE FINANCIAL INSTRUMENTS

13.   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. Our joint venture, which has a Singapore dollar functional currency, also periodically utilizes foreign exchange forward contracts to manage its exposure to exchange rate fluctuations related to settlements of liabilities denominated in U.S. dollars. 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 $145.6$4.2 million and $144.0$6.6 million as of October 31, 2017April 30, 2021 and January 31, 2017,2021, respectively.


Interest Rate Swap AgreementAgreements


To partially mitigate risks associated with the variable interest rates on the term loan borrowings under our Prior Credit Agreement, in February 2016In 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 our prior interest rate swap in September 2019, under which we paypaid interest at a fixed rate of 4.143%2.949% and receivereceived variable
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interest of three-month LIBOR (subject to a minimum of 0.75%0.00%), plus a spread of 2.75%, on a notional amount of $200.0 million. Althoughmillion (the “2018 Swap”). The effective date of the Prior Credit Agreement2018 Swap was terminatedSeptember 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, 2017, the interest rate swap agreement remains in effect, and serves as an economic hedge to partially mitigate the risk of higher borrowing costs under our 2017 Credit Agreement resulting from increases in market interest rates.2024.

Prior to June 29, 2017,May 1, 2020, the interest rate swap agreement2018 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 condensed consolidated balance sheetssheet and were reclassified into the condensed consolidated statementsstatement of operations within interest expense in the periodperiods in which the hedged transactiontransactions affected earnings. Hedge ineffectiveness, if any, was recognized currently in the condensed consolidated statement of operations.

On June 29, 2017, concurrent with the execution of the 2017 Credit Agreement and termination of the Prior Credit Agreement, theMay 1, 2020, which was an interest rate swap agreementreset 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 designatedqualified as a cash flow hedge for accounting purposes, and because future

occurrence of the specific forecasted variable cash flows which had been hedged by the interest rate swap agreement was no longer probable, $0.9 millionhedge. Subsequent to May 1, 2020, changes in fair value of the interest rate swap2018 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 date was reclassified fromwere previously recorded as a component of accumulated other comprehensive income (loss) intoloss, were being reclassified to the condensed consolidated statement of operations as income within other income (expense), net. Ongoing changes ininterest expense over the fair valueremaining 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 interest rate swap agreement are now recognizedprior to its June 2024 maturity. Upon settlement, we recorded an unrealized gain of $1.3 million in other income (expense) to adjust the interest rate 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 in theon our condensed consolidated statement of operations.operations for the three months ended April 30, 2021. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and included within other liabilities on our condensed consolidated balance sheet as of April 30, 2021.

Settlements with the counterparty under the interest rate swap agreement occur quarterly, and the agreement will terminate on September 6, 2019.


Fair Values of Derivative Financial Instruments
 
The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of October 31, 2017April 30, 2021 and January 31, 20172021 were as follows:

 Fair Value atFair Value at
 October 31, January 31,April 30,January 31,
(in thousands) Balance Sheet Classification 2017 2017(in thousands) Balance Sheet Classification20212021
Derivative assets:    Derivative assets:
Foreign currency forward contracts:    Foreign currency forward contracts:
Designated as cash flow hedgesPrepaid expenses and other current assets $2,811
 $927
Designated as cash flow hedgesPrepaid expenses and other current assets$38 $136 
Not designated as hedging instrumentsPrepaid expenses and other current assets 
 719
Interest rate swap agreement:    
Designated as cash flow hedgeOther assets 
 1,429
Not designated as hedging instrumentPrepaid expenses and other current assets 240
 
Other assets 1,120
 
Total derivative assets $4,171
 $3,075
Total derivative assets$38 $136 
    
Derivative liabilities:    Derivative liabilities:
Foreign currency forward contracts:    Foreign currency forward contracts:
Designated as cash flow hedgesAccrued expenses and other current liabilities $288
 $288
Designated as cash flow hedgesAccrued expenses and other current liabilities$17 $47 
Not designated as hedging instrumentsAccrued expenses and other current liabilities 1,303
 958
Not designated as hedging instrumentsAccrued expenses and other current liabilities
Interest rate swap agreement:    Interest rate swap agreement:
Designated as cash flow hedgeAccrued expenses and other current liabilities 
 408
Not designated as a hedging instrumentNot designated as a hedging instrumentAccrued expenses and other current liabilities4,316 
Not designated as a hedging instrumentNot designated as a hedging instrumentOther liabilities13,565 
Total derivative liabilities $1,591
 $1,654
Total derivative liabilities$17 $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"(“AOCL”) and on the condensed consolidated statements of operations for the three and nine months ended October 31, 2017April 30, 2021 and 20162020 were as follows:
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Table of Contents
 Three Months Ended
October 31,
 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands)  2017 2016 2017 2016(in thousands) 20212020
Net gains (losses) recognized in AOCL:        Net gains (losses) recognized in AOCL:
Foreign currency forward contracts $743
 $(886) $6,329
 $2,098
Foreign currency forward contracts$40 $(8)
Interest rate swap agreement 
 478
 (341) (1,146)Interest rate swap agreement(7,535)
 $743
 $(408) $5,988
 $952
$40 $(7,543)
        
Net gains (losses) reclassified from AOCL to the condensed consolidated statements of operations:        Net gains (losses) reclassified from AOCL to the condensed consolidated statements of operations:
Foreign currency forward contracts $1,572
 $682
 $4,446
 $888
Foreign currency forward contracts$106 $
Interest rate swap agreement 
 
 (254) 
Interest rate swap agreement(16,669)(591)
 $1,572
 $682
 $4,192
 $888
$(16,563)$(591)
 

For information regarding the line item locations of the net gains (losses) gainson derivative financial instruments reclassified out of AOCL into the condensed consolidated condensed statements of operations, seesee Note 8, "Stockholders' Equity"10, “Stockholders’ Equity”.


There were no gains or losses from ineffectiveness of these cash flow hedges recorded for the three and nine months ended October 31, 2017 and 2016. All of the foreign currency forward contracts underlying the $2.2 million of net unrealized gains recorded in our accumulated other comprehensive loss at October 31, 2017April 30, 2021 mature within twelve months, and therefore we expect all such gains to be reclassified into earnings within the next twelve months.
 
DerivativeFinancial InstrumentsNot Designated as Hedging Instruments
 
Gains (losses)Losses recognized on derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of operations for the three and nine months endedOctober 31, 2017 April 30, 2021 and 20162020 were as follows: 

Classification in Condensed Consolidated Statements of OperationsThree Months Ended
April 30,
(in thousands)20212020
Interest rate swap agreementOther income (expense), net$(14,374)$


14.    STOCK-BASED COMPENSATION
  Classification in Condensed Consolidated Statements of Operations Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands)  2017 2016 2017 2016
Foreign currency forward contracts Other (expense) income, net $257
 $1,267
 $(1,025) $(696)
Interest rate swap Other (expense) income, net 577
 
 1,317
 
    $834
 $1,267
 $292
 $(696)



12.STOCK-BASED COMPENSATION

Amended and Restated Stock-Based Compensation Plan


On June 22, 2017,20, 2019, our stockholders approved the Verint Systems Inc. Amended and Restated 20152019 Long-Term Stock Incentive Plan (the "2017“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"), which amended and restated the Verint Systems Inc. 2015 Long-Term Stock Incentive Plan (the "2015 Plan"Plan”). As with the 2015 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 (“RSUs”), performance awards, other stock-based awards, and performance compensation awards.

The 2017 Amended Plan amends and restates the 2015 Plan to, among other things, increase the number of shares available for issuance under the 2017 Amended Plan. Subject to adjustment as provided in the 2017 Amended2019 Plan, up to an aggregate of (i) 7,975,0009,475,000 shares of our common stock (on an option-equivalent basis), plus (ii) the number of shares of our common stock available for issuance under the 20152017 Amended Plan as of June 22, 2017,20, 2019, plus (iii) the number of shares of our common stock that become available for issuance as a result of awards made under the 20152017 Amended Plan or the 2017 Amended2019 Plan that are forfeited, cancelled, exchanged, withheld or surrendered orthat terminate or expire, may be issued or transferred in connection with awards under the 2017 Amended2019 Plan. Each stock option or stock-settled stock appreciation right granted under the 2017 Amended2019 Plan will reduce the available plan capacity by one1 share and each other award denominated in shares that is granted under the 2019 Plan will reduce the available plan capacity by 2.472.38 shares.


The 2017 AmendedIn March 2021, our board of directors approved an adjustment of the available plan capacity to the 2019 Plan expiresto 14,239,656 shares based on June 22, 2027.an adjustment ratio of approximately 1.45 as a result of the Spin-Off.


Stock-Based Compensation Expense


37


We recognized stock-based compensation expense in the following line items on the condensed consolidated statements of operations for the three and nine months ended October 31, 2017April 30, 2021 and 20162020: 
Three Months Ended
April 30,
(in thousands)20212020
Cost of revenue - recurring$429 $265 
Cost of revenue - nonrecurring833 272 
Research and development, net1,773 1,173 
Selling, general and administrative13,366 8,968 
Total stock-based compensation expense$16,401 $10,678 
  Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands) 2017 2016 2017 2016
Cost of revenue - product $384
 $290
 $1,090
 $802
Cost of revenue - service and support 1,813
 1,517
 4,778
 4,771
Research and development, net 3,181
 2,585
 9,322
 7,193
Selling, general and administrative 10,588
 9,562
 35,263
 32,916
Total stock-based compensation expense $15,966
 $13,954
 $50,453
 $45,682



The following table summarizes stock-based compensation expense by type of award for the three and nine months ended October 31, 2017,April 30, 2021 and 2016:
2020:
 Three Months Ended
October 31,
 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands) 2017 2016 2017 2016(in thousands)20212020
Restricted stock units and restricted stock awards $14,201
 $13,121
 $42,951
 $41,610
Restricted stock units and restricted stock awards$14,253 $11,256 
Stock bonus program and bonus share program 1,840
 788
 7,446
 3,937
Stock bonus program and bonus share program2,152 (573)
Total equity-settled awards 16,041
 13,909
 50,397
 45,547
Total equity-settled awards16,405 10,683 
Phantom stock units (cash-settled awards) (75) 45
 56
 135
Phantom stock units (cash-settled awards)(4)(5)
Total stock-based compensation expense $15,966
 $13,954
 $50,453
 $45,682
Total stock-based compensation expense$16,401 $10,678 
 
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.


Restricted Stock Units and Performance Stock Units
 
We periodically award restricted stock units ("RSUs")RSUs to our directors, officers, and other employees. These awards contain various vesting conditions and are subject to certain restrictions and forfeiture provisions prior to vesting. Some of these RSU awards to executive officers and certain employees vest upon the achievement of specified performance goals or market conditions (performance-based RSUs)(performance stock units or “PSUs”).


The following table (Award(“Award Activity Table)Table”) summarizes award activity (including stock-settledfor RSUs, performance-based stock-settled RSUs,PSUs, and other stock awards whichthat reduce available plan capacity) and related informationPlan capacity under the Plans for the ninethree months ended October 31, 2017:April 30, 2021 and 2020:

(in thousands, except per share data) Number of Shares Weighted-Average Grant Date Fair Value
Awards outstanding, January 31, 2017 2,742
 $45.20
Awards granted 1,766
 $40.12
Awards released (1,369) $46.07
Awards forfeited (295) $49.78
Awards outstanding, October 31, 2017 2,844
 $41.17
Three Months Ended April 30,
20212020
(in thousands, except per share data)Shares or UnitsWeighted-Average Grant Date Fair ValueShares or UnitsWeighted-Average Grant Date Fair Value
Beginning balance2,950 $35.97 1,879 $52.96 
Granted1,262 $48.62 90 $49.80 
Released(827)$35.33 (332)$46.38 
Forfeited(41)$35.61 (71)$52.15 
Ending balance3,344 $40.91 1,566 $54.21 


Our RSU awards may includeThe beginning balance of the outstanding shares for the three months ended April 30, 2021 reflects the adjusted shares based on an adjustment ratio of approximately 1.45 as a provision which allowsresult 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 to be settled with cash payments uponon the Spin-Off Date. The adjusted shares preserve the same terms and conditions and vesting rather than with deliveryschedules as the original awards.

The beginning balance of common stock, at the discretionshares and the respective weighted-average grant date fair values for the three months ended April 30, 2020 reflect the shares and fair values on the original date of our board of directors. As of October 31, 2017, 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.grant without adjustment.

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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 2015 Plan and the 2017 Amended Plan,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“Stock Bonus Program"Program” and "Bonus“Bonus Share Program"Program”.


Our RSU 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 April 30, 2021, 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 for performance-based RSUsin isolation under the Plans for the ninethree months ended October 31, 2017April 30, 2021 and 2016 in isolation2020 (these amounts are already included in the Award Activity Table above)above for 2021 and 2020):


Three Months Ended
April 30,
(in thousands)20212020
Beginning balance635 423 
Granted212 90 
Released(270)(180)
Forfeited(5)(20)
Ending balance572 313 
  Nine Months Ended
October 31,
(in thousands) 2017 2016
Beginning balance 438
 332
Granted 204
 313
Released (50) (159)
Forfeited (86) (48)
Ending balance 506
 438


Consistent with the table above, the beginning balance of the outstanding shares for the three months ended April 30, 2021 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 three months ended April 30, 2020 reflects the number of shares on the date of grant without adjustment.

Excluding performance-based RSUs,PSUs, we granted 1,562,0001,050,000 RSUs during the ninethree months ended October 31, 2017.April 30, 2021.


As of October 31, 2017,April 30, 2021, there was approximately $76.7$101.6 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 2.01.8 years. The unrecognized compensation expense does not include compensation expense of up to $1.3 million related to shares for which a grant date has been established but the requisite service period has not begun.


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 generally determined using a five-day5-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"“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
For bonuses in respect of the obligation,year ended January 31, 2021, our board of directors approved the use of up to be settled with a variable number of200,000 shares of common stock, determined usingand a discounted average pricediscount of our common stock.

The following table summarizes activity15%, for awards under this program. However, the stock bonus program during the nine months ended October 31, 2017was not used and 2016 in isolation. As noted above,no shares will be 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.performance period ended January 31, 2021.

39


  Nine Months Ended
October 31,
(in thousands) 2017 2016
Shares in lieu of cash bonus - granted and released 21
 25
Shares in respect of discount:    
Granted 
 
Released 
 2
In March 2021, our board of directors approved up to 300,000 shares of common stock, and a discount of 15%, for awards under our stock bonus program for the performance period ending January 31, 2022.


Bonus Share Program


In February 2015, the board of directors authorized a separateUnder our bonus share program, under which we may provide discretionary year-end 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.


For bonuses in respect of the year ended January 31, 2017, the2021, our board of directors approved the use of up to 300,000 shares of common stock under this program. During the nine months ended October 31, 2017, approximately 293,000bonus share program, reduced by any shares of common stock were awarded and releasedissued under the stock bonus share program in respect of the yearsame performance period. The program was not used, however, and 0 shares will be issued in respect of the performance period ended January 31, 2017.2021.



For bonuses in respect of the year ending January 31, 2022, our board of directors has approved the use of up to 300,000 shares of common stock under this program, reduced by any shares used under the stock bonus program in respect of the same performance period (the maximum number of shares issuable under the stock bonus program and the bonus share program collectively for the performance period ending January 31, 2022 will not exceed 300,000).

The combined accrued liabilities for the stock bonus program and the bonus share program were $4.5 million and $10.0was $2.1 million at October 31, 2017 and January 31, 2017, respectively.April 30, 2021. As noted above, shares issuedno awards were made under this program are included in the Award Activity Table appearing above.

In August 2017, the board of directors approved the use of up to 300,000 shares of common stock for bonuses in respect of the year ending January 31, 2018 under the bonus share program, the stock bonus program or otherwise. This authorization replaced the board’s previous authorization in March 2017 for the use of up to 125,000 shares under the stock bonus share program for the year endingperformance period ended January 31, 2018.2021 and bonuses for such period were paid in cash.




13.COMMITMENTS AND CONTINGENCIES

Warranty Liability15.   COMMITMENTS AND CONTINGENCIES

The following table summarizes the activity in our warranty liability, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets, for the nine months ended October 31, 2017 and 2016:
  Nine Months Ended
October 31,
(in thousands) 2017 2016
Warranty liability at beginning of period $962
 $826
Provision (credited) charged to expenses (84) 746
Warranty charges (219) (536)
Foreign currency translation and other 
 1
Warranty liability at end of period $659
 $1,037


Legal Proceedings


OnIn March 26, 2009, one of our former employees, Ms. Orit Deutsch, commenced legal actions were commenced by Ms. Orit Deutsch,in Israel against our primary Israeli subsidiary, Verint Systems Limited (“VSL”) (Case Number 4186/09) and against our affiliate CTI (Case Number 1335/09). Also, in March 2009, a former employee of ourComverse Limited (CTI’s primary Israeli subsidiary Verint Systemsat the time), Ms. Roni Katriel, commenced similar legal actions in Israel against Comverse Limited ("VSL"), against VSL in the Tel Aviv Regional Labor Court (Case Number 4186/3444/09) (the "Deutsch Labor Action") and against CTI in the Tel Aviv District Court (Case Number 1335/09) (the "Deutsch District Action"). In these actions, the Deutsch Labor Action, Ms. Deutsch filed a motionplaintiffs generally sought to approve acertify class action lawsuitsuits against the defendants on the grounds that she purported to represent a classbehalf of our employeescurrent and former employees of VSL and Comverse Limited who werehad been granted Verint and CTI stock options in Verint and/or CTI and who were allegedly damaged as a result of thea suspension of option exercises during the period from March 2006 through March 2010, during which we did not make periodic filings with the SEC as a result of certain internal and external investigations and reviews of accounting matters discussed in our prior public filings. In the Deutsch District Action, in addition to a small amount of individual damages, Ms. Deutsch was seeking to certify a class of plaintiffs who were allegedly damaged due to their inability to exercise Verint and CTI stock options as a result of alleged negligence by CTI in its financial reporting. The class certification motions do not specify an amount of damages. On February 8, 2010, the Deutsch Labor Action was dismissed for lack of material jurisdiction and was transferred to the Tel Aviv District Court and consolidated with the Deutsch District Action. On March 16, 2009 and March 26, 2009, respectively, legal actions were commenced by Ms. Roni Katriel, a former employee of CTI's former subsidiary, Comverse Limited, against Comverse Limited in the Tel Aviv Regional Labor Court (Case Number 3444/09) (the "Katriel Labor Action") and against CTI in the Tel Aviv District Court (Case Number 1334/09) (the "Katriel District Action"). In the Katriel Labor Action, Ms. Katriel is seeking to certify a class of plaintiffs who were granted CTI stock options and were allegedly damaged as a result of the suspension ofon option exercises during an extended filing delay period affecting CTI's periodic reportingthat is discussed in CTI'sour and CTI’s historical SECpublic filings. In the Katriel District Action, in addition to a small amount of individual damages, Ms. Katriel is seeking to certify a class of plaintiffs who were allegedly damaged due to their inability to exercise CTI stock options as a result of alleged negligence by CTI in its financial reporting. The class certification motions do not specify an amount of damages. On March 2, 2010, the Katriel Labor Action was transferred toJune 7, 2012, the Tel Aviv District Court, based on an agreed motionwhere the cases had been filed byor transferred, allowed the parties requesting such transfer.

On April 4, 2012, Ms. Deutsch and Ms. Katriel filed an uncontested motionplaintiffs to consolidate and amend their claims and on June 7, 2012,complaints against the District Court allowed Ms. Deutsch and Ms. Katriel to file the consolidated class certification motion and an amended consolidated complaint against3 defendants: VSL, CTI, and Comverse Limited. Following CTI's announcement of its intention to effect the distribution of

On October 31, 2012, CTI distributed all of the issued and outstanding shares of capitalcommon stock of its former subsidiary, Comverse, Inc., on July 12, 2012,its principal operating subsidiary and parent company of Comverse Limited, to CTI’s shareholders (the “Comverse Share Distribution”). In the plaintiffs filed a motion requesting that the District Court order CTI to set asideperiod leading up to $150.0 million in assets to secure any future judgment. The District Court ruled at such time that it would not decide this motion until the Deutsch and

Katriel class certification motion was heard. Plaintiffs initially filed a motion to appeal this ruling in August 2012, but subsequently withdrew it in July 2014.

Prior to the consummation of the Comverse share distribution,Share Distribution, CTI either sold or transferred substantially all of its business operations and assets (other than its equity ownership interests in usVerint and Comverse)in its then-subsidiary, Comverse, Inc.) to Comverse, Inc. or to unaffiliated third parties. On October 31, 2012, CTI completedAs the Comverse share distribution, in which it distributed all of the outstanding shares of common stock of Comverse to CTI's shareholders. As a result of thethese transactions, Comverse, share distribution, ComverseInc. became an independent public company and ceased to be a wholly owned subsidiary ofaffiliated with CTI, and CTI ceased to have any material assets other than its equity interestinterests in us. On September 9, 2015,Verint. Prior to the completion of the Comverse changed its nameShare Distribution, the plaintiffs sought to Xura,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. and, on February 28, 2017, Xura, Inc. changed its namebecame successor-in-interest to MavenirComverse, Inc.


On February 4, 2013, we merged with CTI.Verint acquired the remaining CTI shell company in a merger transaction (the “CTI Merger”). As a result of the merger, we haveCTI Merger, Verint assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the Deutsch District Action and the Katriel District Action.foregoing legal actions. However, under the terms of thea Distribution Agreement between CTI and Comverse relating toentered into in connection with the Comverse share distribution,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-in-interestsuccessor to CTI in connection withrelated to the Deutsch District Action and the Katriel District Action.foregoing legal actions.


Following an unsuccessful mediation process, the proceeding before the District Court resumed. Onon 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 and (ii) approved the plaintiffs’ motion to certify the suit as a class action with respect to claims of current or former employees of Comverse Limited (now part of
40


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 and any calculation of damages would be evaluated under New York law.


On December 15, 2016, CTI filed withAs a result of this ruling (which excluded claims related to Verint stock options from the Supreme Court a motion for leave to appeal the District Court's August 28, 2016 ruling. The plaintiffs did not file an appealcase), one of the District Court's August 28, 2016 ruling. On February 5, 2017,original plaintiffs in the District Court approved the plaintiff's motion to appointcase, Ms. Deutsch, was replaced by a new representative plaintiff, Mr. David Vaaknin, forVaaknin. CTI appealed portions of the current or former employees of VSL who held unexercised CTI stock options atDistrict Court’s ruling to the time CTI suspended option exercises in replacement of Ms. Deutsch.

Israeli Supreme Court. On August 8, 2017, the Israeli Supreme Court partially allowed CTI'sCTI’s appeal and ordered the case to be returned to the District Court to determine whether a cause of action exists in this case under New York law based on CTI's previously submittedthe parties’ expert opinionopinions.

Following two unsuccessful rounds of mediation in mid to late 2018 and in mid-2019, the opinion of any expertproceedings resumed. On April 16, 2020, the plaintiffs electDistrict Court accepted plaintiffs’ application to introduce. The District Court's decision on this question will act to either affirm its earlier rulingamend the motion to certify a portion ofclass action and set deadlines for filing amended pleadings by the suitparties. CTI submitted a motion to appeal the District Court’s decision to the Supreme Court, as well as a class action ormotion to reverse this class certification. A hearing date beforestay the proceedings in the District Court pending the resolution of the appeal. On July 6, 2020, the 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, and the parties are waiting for further instructions or decisions from the Supreme Court.

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 yet been set.indemnified by Mavenir, or due to its former ownership of Cognyte and VSL.


FromWe are a party to various litigation matters and claims that arise from time to time we or our subsidiaries may be involved in legal proceedings and/or litigation arising in the ordinary course of our business. While the outcome of these matters cannot be predicted with certainty, we do not believe that the ultimate outcome of any such current claimsmatters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our consolidated financial position, liquidity, or results of operations, oroperations.


16.   SUBSEQUENT EVENT

On May 28, 2021, prior to the maturity of the 2014 Notes on June 1, 2021, we paid an aggregate of $389.8 million in cash flows.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 cash we had placed in escrow on February 26, 2021. Additionally, in satisfaction of the conversion premium of $57.7 million we issued approximately 1,250,000 shares of our common stock to the holders of the 2014 Notes.



The Note Hedges we entered into in connection with the issuance of the 2014 Notes were automatically settled with the conversion of the 2014 Notes, resulting in our receipt of approximately 1,250,000 shares of our common stock from the counterparties, offsetting the shares we issued to the holders of the 2014 Notes. We also received approximately 42,000 shares of our common stock from the counterparties pertaining to the reimbursement for the in-the-money portion of the Repurchased 2014 Notes under the Note Hedge agreement.
14.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. Our Chief Executive Officer is our CODM.

We report our results in two operating segments—Customer Engagement Solutions ("Customer Engagement") and Cyber Intelligence Solutions ("Cyber Intelligence"). Our Customer Engagement solutions help customer-centric organizations optimize customer engagement, increase customer loyalty, and maximize revenue opportunities, while generating operational efficiencies, reducing cost, and mitigating risk.  Our Cyber Intelligence solutions are usedSee Note 7, “Long-Term Debt” for a wide range of applications, including predictive intelligence, advancedmore detailed discussion regarding the 2014 Notes and complex investigations, security threat analysis, and electronic data and physical assets protection, as well as for generating legal evidence and preventing criminal activity and terrorism.

We measure the performance of our operating segments based on segment revenue and segment contribution.

Segment revenue includes adjustments associated with revenue of acquired companies which are not recognizable within GAAP revenue.  These adjustments primarily relate to the acquisition-date excess of the historical carrying value over the fair

value of acquired companies’ future maintenance and service performance obligations. As the obligations are satisfied, we report our segment revenue using the historical carrying values of these obligations, which we believe better reflects our ongoing maintenance and service revenue streams, whereas GAAP revenue is reported using the obligations’ acquisition-date fair values. Segment revenue adjustments can also result from aligning an acquired company’s historical revenue recognition policies to our policies.

Segment contribution includes segment revenue and expenses incurred directly by the segment, including material costs, service costs, research and development, selling, marketing, and certain administrative expenses. When determining segment contribution, we do not allocate certain operating expenses which are provided by shared resources or are otherwise generally not controlled by segment management. These expenses are reported as “Shared support expenses��� in our table of segment operating results, the majority of which are expenses for administrative support functions, such as information technology, human resources, finance, legal, and other general corporate support, and for occupancy expenses. These unallocated expenses also include procurement, manufacturing support, and logistics expenses.

In addition, segment contribution does not include amortization of acquired intangible assets, stock-based compensation, and other expenses that either can vary significantly in amount and frequency, are based upon subjective assumptions, or in certain cases are unplanned for or difficult to forecast, such as restructuring expenses and business combination transaction and integration expenses, all of which are not considered when evaluating segment performance.

Revenue from transactions between our operating segments is not material.

Operating results by segment for the three and nine months ended October 31, 2017 and 2016 were as follows:

Note Hedges.
41
  Three Months Ended
October 31,
 Nine Months Ended
October 31,
(in thousands) 2017 2016 2017 2016
Revenue:  
  
    
Customer Engagement  
  
    
Segment revenue $184,506
 $173,860
 $542,708
 $525,620
Revenue adjustments (2,916) (1,103) (11,065) (6,610)
  181,590
 172,757
 531,643
 519,010
Cyber Intelligence  
  
    
Segment revenue 99,254
 86,169
 285,024
 247,537
Revenue adjustments (118) (24) (169) (300)
  99,136
 86,145
 284,855
 247,237
Total revenue $280,726
 $258,902
 $816,498
 $766,247
         
Segment contribution:  
  
    
Customer Engagement $70,768
 $65,085
 $195,756
 $188,800
Cyber Intelligence 23,160
 20,575
 62,402
 55,506
Total segment contribution 93,928
 85,660
 258,158
 244,306
         
Reconciliation of segment contribution to operating income (loss):  
  
    
Revenue adjustments 3,034
 1,127
 11,234
 6,910
Shared support expenses 38,150
 36,617
 114,022
 112,057
Amortization of acquired intangible assets 16,230
 19,944
 54,973
 60,990
Stock-based compensation 15,966
 13,954
 50,453
 45,682
Acquisition, integration, restructuring, and other unallocated expenses 2,736
 8,493
 15,103
 20,684
Total reconciling items, net 76,116
 80,135
 245,785
 246,323
      Operating income (loss) $17,812
 $5,525
 $12,373
 $(2,017)



With the exception of goodwill and acquired intangible assets, we do not identify or allocate our assets by operating segment.  Consequently, it is not practical to present assets by operating segment.  The allocations of goodwill and acquired intangible assets by operating segment appear in Note 5, "Intangible Assets and Goodwill".

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following management’s discussion and analysis is provided to assist readers in understanding our financial condition, results of operations, and cash flows. This discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended January 31, 20172021 and our unaudited condensed consolidated financial statements and notes thereto contained in this report. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and all of which could be affected by uncertainties and risks. Our actual results may differ materially from the results contemplated in these forward-looking statements as a result of many factors including, but not limited to, those described under "Cautionary“Cautionary Note on Forward-Looking Statements"Statements”.



Overview


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 under the laws of the State of Israel whose business and operations consist of our former Cyber Intelligence Solutions business (the “Cognyte Business”). The Spin-Off was completed by way of a pro rata distribution on February 1, 2021 of all of the then-issued and outstanding ordinary shares, no par value, of Cognyte to holders of record of our common stock as of the close of business on January 25, 2021. After the distribution, we do not beneficially own any ordinary shares of Cognyte and beginning February 1, 2021, we no longer consolidate Cognyte within our financial results or reflect the financial results of Cognyte within our continuing results of operations.

We incurred cumulative transaction costs of $53.0 million prior to the completion of the Spin-Off, of which $7.8 million is reflected in our condensed consolidated statement of operations within discontinued operations for the three months ended April 30, 2020. Transaction costs primarily consisted of costs incurred for the establishment of separate information systems for each company, along with related information technology costs, third-party advisory, consulting, legal and professional services, as well as other items that were incremental and one-time in nature that related to the Spin-Off.

In connection with the Spin-Off, we entered into several agreements with Cognyte that provide a framework for the relationship between the parties going forward, including a limited duration Transition Services Agreement under which we and Cognyte will provide and/or make available various administrative services and assets to each other for a given period based on each individual service. In no case will services be provided for more than 24 months after the Spin-Off. Services to be provided include certain services related to finance, accounting, business technology, human resources, information systems, facilities, document management and record retention and technical support. In consideration for such services, we and Cognyte will each pay fees to the other for the services provided, and those fees will generally be 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.

The historical results of operations and financial positions of Cognyte are reported as discontinued operations in our condensed consolidated financial statements. For further information on discontinued operations, see Note 2, “Discontinued Operations”, to the condensed consolidated financial statements in Item 1, Part I of this report. Pursuant to the Spin-Off of the Cognyte Business, we now operate in a single reportable segment, which is described in the “Our Business” section below.

Apax Investment

On December 4, 2019, we announced that an affiliate of Apax Partners would make an investment in us in an amount of up to $400.0 million. Under the terms of the Investment Agreement, on May 7, 2020 the Apax Investor purchased $200.0 million of our Series A convertible preferred stock (“Series A Preferred Stock”). In connection with the completion of the Spin-Off, on April 6, 2021 the Apax Investor purchased $200.0 million of our Series B convertible preferred stock (“Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”). Further discussion regarding the Apax investments and details of the closing of both tranches appears in the “Liquidity and Capital Resources-Overview” section below.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in recent months in
42


the development and distribution of vaccines and the economic recovery since the first half of 2020. The outbreak has reached all of the regions in which we do business, 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. Companies around the world, including 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 quickly 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 and we believe our business continuity plan is working well. During the first half of the year ended January 31, 2021, we also implemented certain cost-reduction actions of varying durations. Such actions included, but were not limited to, reducing our discretionary spending, decreasing capital expenditures, reconsidering the optimal uses of our cash and other capital resources, including with respect to our stock repurchases, and reducing workforce-related costs. During the first half of the year ended January 31, 2021, including the three months ended April 30, 2020, our revenue was adversely impacted by delays and reduced spending attributed to the impact of the pandemic on our customers’ operational priorities and as a result of cost containment measures they had implemented. We saw a reduction or delay in certain large customer contracts, particularly on-premises arrangements, and limitations on access to the facilities of our customers also impacted our ability to deliver some of our products and complete certain implementations, negatively impacting our ability to recognize revenue.

We saw an improvement in the business environment during the second half of the year ended January 31, 2021, which has continued to date into the year ending January 31, 2022. During the three months ended April 30, 2021, we continued to experience solid demand for our cloud solutions as our customers have accelerated the digitization of their customer interactions and internal operations due to the pandemic. Based on the improved business environment and our financial performance, we have in many cases resumed investments and other spending; however, these actions may need to be reassessed depending on how the facts and circumstances surrounding the pandemic evolve. Any such renewed cost controls may have an adverse impact on us, particularly if they remain in place for an extended period. We expect to incur additional costs to the extent we further resume business-related travel and our employees return to our office locations, the timing and extent of which remains undetermined at this time. Notwithstanding the strong demand for our cloud solutions and the recovery in the business environment, given the uncertainty associated with the pandemic, our ability to predict how it will impact our business, financial condition, liquidity, and financial results in future periods is limited, particularly if the pandemic fails to abate for an extended period of time or worsens.

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 CARES Act did not have a material impact on our consolidated financial condition or results of operations as of and for the three months ended April 30, 2021. However, we have deferred the timing of employer payroll taxes and accelerated the refund of AMT credits as permitted by the CARES Act. Where taxes payable to government entities have been deferred to a later date, no reduction of expenses has been recorded.

Our Business


Verint is a global leader in Actionable Intelligence solutions. Actionable Intelligence is a necessity in a dynamic world of massive information growth because it empowers organizations with crucial insights and enables decision makers to anticipate, respond, and take action. With Verint solutions and value-added services, organizations of all sizes and across many industries can make more informed, timely, and effective decisions. Today, over 10,000 organizations inhelps brands provide Boundless Customer Engagement™. For more than 180 countries,two decades, the world’s most iconic brands – including over 80 percentmore than 85 of the Fortune 100 usecompanies – have trusted Verint to provide the technology and domain expertise they require to effectively build enduring customer relationships.

Brands today are challenged by new workforce dynamics, ever-expanding customer engagement channels and exponentially more consumer interactions – often while facing limited budgets and resources. As a result, brands are finding it more challenging to deliver the desired customer experience. This creates an Engagement Capacity Gap™, which is widening as the digital transformation continues. Organizations are increasingly seeking technology to close this gap, solutions that are based on AI and analytics to automate workflows across enterprise silos to optimize customer engagementthe workforce expense and maketo drive an elevated consumer experience.

Verint is uniquely positioned to help organizations close the world a safer place.capacity gap with our differentiated Verint Cloud Platform.

We have established leadership positions in Actionable Intelligence by developing highly-scalable, enterprise-class software and services with advanced, integrated analytics for both unstructured and structured information. Our innovative solutions are developed by a large research and development (“R&D”) team comprised of approximately 1,400 professionals and backed by more than 800 patents and patent applications worldwide.

To help our customers maximize the benefits of our technology over the solution lifecycle and provide a high degree of flexibility, we offer a broad range of services, such as strategic consulting, managed services, implementation services, training, maintenance, and 24x7 support. Additionally, we offer a broad range of deployment options, including cloud, on-premises, and hybrid, and software licensing and delivery models that include perpetual licenses and software as a service (“SaaS”).

We conduct our business in two operating segments—Customer Engagement Solutions ("Customer Engagement") and Cyber Intelligence Solutions ("Cyber Intelligence"). Our Customer Engagement solutions help customer-centric organizations optimize customer engagement, increase customer loyalty, and maximize revenue opportunities, while generating operational efficiencies, reducing cost, and mitigating risk.  Our Cyber Intelligence solutions are used for a wide range of applications, including predictive intelligence, advanced and complex investigations, security threat analysis, and electronic data and physical assets protection, as well as for generating legal evidence and preventing criminal activity and terrorism.


Key Trends and Factors That May Impact our Performance


We believe that there are many factors that affect our abilityIn addition to sustain and increase both revenue and profitability, including:

Market acceptance of Actionable Intelligence solutions. Our future growth depends in part on the continued and increasing acceptance and realizationimpact of the value ofCOVID-19 pandemic discussed above, we see the following business trends and factors which may impact our product offerings. We believe that organizationsperformance:

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Digital Transformation is Accelerating. Long gone are the days when customer journeys were limited to phone calls into a contact center. Today, customer journeys take place across many touchpoints in both the enterprise and security markets wantacross many communication and need Actionable Intelligencecollaboration platforms, with digital leading the way. Customer touchpoints take place in contact centers, in back-office and branch operations, in ecommerce, in digital marketing, in self-service, and in customer experience departments. The breadth of customer touchpoints, the rapid growth in digital interactions, and the emergence of the new workforce – with humans and bots working together – are creating demand for new solutions.

The Engagement Capacity Gap is Widening. Brands are seeking to differentiate themselves by providing consumers with a strong brand experience. But they cannot afford to do so by hiring more people. With the exponential growth in digital journeys and more demanding consumer expectations, organizations require more resources, but hiring more knowledge workers and further increasing workforce expenses is often not a sustainable solution. This creates an Engagement Capacity Gap, and as the digital transformation accelerates, the gap is widening. Brands are looking for new technology and solutions to help achieve their customer engagement, enhanced security, and risk mitigation goals.
close the Engagement Capacity Gap.


Evolving technologies and market potential. Our success depends in part on our abilityThe Market is Shifting Rapidly to keep pace with technological changes, customer challenges, and evolving industry standards in our product offerings, successfully developing, launching, and driving demand for new, innovative, high-quality products and services that meet or exceed customer needs, and identifying, entering, and prioritizing areas of growing market potential, while migrating away from areas of commoditization. For example, in our Cyber Intelligence business, stronger and more frequent use of encryption has created significantly greater challenges for our customers and for ourCloud-Based, AI-Driven Solutions. To effectively address the Engagement Capacity Gap, brands are seeking open, cloud-based solutions to address. In our Customer Engagement business, we see increased interest in cloud-based solutions, as well as pricing pressure on legacy products.


Inbreak down silos and facilitate the sharing of data across enterprise market, we believe that today's customer-centric organizationsfunctions. Brands are increasinglyalso seeking Customer Engagement Optimization solutions that allow them to collect and analyze intelligence across different service channels to gain a better understanding of the performance of their workforce, the effectiveness of their service processes, the quality of their interactions, and changing customer behaviors, as well as to anticipate and prevent information security breaches, effectively authenticate customers, protect personal information, mitigate risk, prevent fraud, and help ensure compliance with evolving legal, regulatory, and internal requirements.

In the security market, we believe that terrorism, criminal activities, cyber-attacks,leverage AI and other security threats, combined withadvanced data analytic tools to reduce manual work, increase workforce efficiency, and manage the new workforce of humans and more complex security challenges, including increasingly frequent and sophisticated cyber-attacks and increasingly complex and encrypted communication networks, are driving demand for security and intelligence data mining solutionsbots.

As discussed above, the current COVID-19 pandemic is also a material factor that can access structured and unstructured data and help analyze, anticipate, prepare, and respond to these threats.

Information technology and government spending. Our growth and results depend in part on general economic conditions and the pace of information technology spending by both commercial and governmental customers. In prior fiscal periods, we began to experience trends related to extended sales cycles, particularly for large projects, a reduction in deal sizes, and pressure in certain areas of our legacy business. We have made adjustments in response to these market trends, some of which we continue to see in areas of our business. We believe that these adjustments together with improvements in the economic environmentmay negatively impact us and demand for our solutions will drive growth in both of our segments in the year ending January 31, 2018.
solutions.

In our Customer Engagement segment, we have aligned our sales strategy to engage more closely with our customers on their long-term customer engagement optimization strategy and to focus on their near-term priorities and budget constraints, including by emphasizing the flexible and modular nature of our solution portfolio, in which a customer can make an initial purchase anywhere in our portfolio and then expand into other areas over time, or can make a larger, more transformational suite purchase all at once. We have also continued to increase the flexibility of our deployment model, affording our customers the choice of deploying our solutions on-premises or in the cloud, or a hybrid of both, and we also offer a menu of managed services.

In our Cyber Intelligence segment, we believe that our solutions have proven to be highly effective in fighting terrorism and crime, which continues to be a high priority around the world. As a result, we have continued to expand our solutions portfolio to address emerging threats and have designed our solutions to address specific customer needs. We have also provided additional focus on smaller transactions, achieving a better mix of transaction sizes, for both our leading edge and legacy solutions, and have continued to expand our security domain expertise.


Critical Accounting Policies and Estimates


Note 1, "Summary“Summary of Significant Accounting Policies"Policies” to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 20172021 describes the significant accounting policies and methods used in the preparation of the condensed consolidated financial statements appearing in this report. The accounting policies that reflect our more significant estimates, judgments and assumptions in the preparation of our condensed consolidated financial statements are described in "Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” in Item 7 of our Annual Report on Form 10-K for the year ended January 31, 2017,2021, and include the following:


Revenue recognition;
Accounting for business combinations;
Impairment of goodwillGoodwill and other intangible assets;
Accounting for incomeIncome taxes; and
Contingencies;
Accounting for stock-based compensation;compensation.
Accounting for cost of revenue; and
Allowance for doubtful accounts


There were no significant changes to our critical accounting policies and estimates during the ninethree months ended October 31, 2017.April 30, 2021, except to the extent such policies or estimates related solely to the Cognyte Business or were no longer relevant as a result of the Spin-Off.




Results of Operations
 

Seasonality and Cyclicality
 
As is typical for many software and technology companies, our business is subject to seasonal and cyclical factors. In most years, our revenue and operating income are typically highest in the fourth quarter and lowest in the first quarter (prior to the impact of unusual or nonrecurring items). Moreover, revenue and operating income in the first quarter of a new year may be lower than in the fourth quarter of the preceding year, in some years, by a significant margin. In addition, we generally receive a higher volume of orders in the last month of a quarter, with orders concentrated in the later part of that month. We believe that these seasonal and cyclical factors primarily reflect customer spending patterns and budget cycles, as well as the impact of incentive compensation plans for our sales personnel. While seasonal and cyclical factors such as these are common in the software and technology industry, this pattern should not be considered a reliable indicator of our future revenue or financial performance. Many other factors, including general economic conditions, mayand more recently, the impact of the COVID-19 pandemic, also have an impact on our business and financial results.


Overview of Operating Results
 
44


The following table sets forth a summary of certain key financial information for the three and nine months ended October 31, 2017April 30, 2021 and 2016:
2020:
 Three Months Ended
October 31,
 Nine Months Ended
October 31,
Three Months Ended
April 30,
(in thousands, except per share data) 2017 2016 2017 2016(in thousands, except per share data)20212020
Revenue $280,726
 $258,902
 $816,498
 $766,247
Revenue$200,904 $185,865 
Operating income (loss) $17,812
 $5,525
 $12,373
 $(2,017)Operating income (loss)$4,442 $(2,041)
Net income (loss) attributable to Verint Systems Inc. $2,489
 $(8,237) $(23,724) $(37,398)
Net income (loss) per common share attributable to Verint Systems Inc.:  
      
Net loss from continuing operations attributable to Verint Systems Inc. common sharesNet loss from continuing operations attributable to Verint Systems Inc. common shares$(2,523)$(14,658)
Net loss from continuing operations per common share attributable to Verint Systems Inc.:Net loss from continuing operations per common share attributable to Verint Systems Inc.: 
Basic $0.04
 $(0.13) $(0.38) $(0.60) Basic$(0.04)$(0.23)
Diluted $0.04
 $(0.13) $(0.38) $(0.60) Diluted$(0.04)$(0.23)


Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016.April 30, 2020. Our revenue increased approximately $21.8$15.0 million, or 8%, to $280.7$200.9 million in the three months ended October 31, 2017April 30, 2021 from $258.9$185.9 million in the three months ended October 31, 2016.April 30, 2020. The increase consisted of a $15.0$15.4 million increase in service and support revenue and a $6.8 million increase in product revenue.  In our Cyber Intelligence segment, revenue increased approximately $13.0 million, or 15%, from $86.1 million in the three months ended October 31, 2016 to $99.1 million in the three months ended October 31, 2017.  The increase consisted of a $7.8 million increase in product revenue and a $5.2 million increase in service and support revenue. In our Customer Engagement segment, revenue increased $8.8 million, or approximately 5%, from $172.7 million in the three months ended October 31, 2016 to $181.5 million in the three months ended October 31, 2017.  The increase consisted of a $9.8 million increase in service and supportrecurring revenue, partially offset by a $1.0$0.4 million decrease in productnonrecurring revenue. For additional details on our revenue by segment,category, see "—Revenue by Operating Segment"“—Revenue”. Revenue in the Americas, in Europe, the Middle East and Africa ("EMEA"(“EMEA”), and in the Asia-Pacific ("APAC"(“APAC”) regions represented approximately 52%68%, 32%21%, and 16%11% of our total revenue, respectively, in the three months ended October 31, 2017,April 30, 2021, compared to approximately 53%67%, 29%21%, and 18%12%, respectively, in the three months ended October 31, 2016.April 30, 2020. Further details of changes in revenue are provided below.


We reported operating income of $17.8$4.4 million in the three months ended October 31, 2017April 30, 2021 compared to an operating incomeloss of $5.5$2.0 million in the three months ended October 31, 2016.April 30, 2020. The increase in operating income was primarily due to a $13.6 million increase in gross profit, from $155.7$115.0 million to $169.3$128.6 million, partially offset by a $1.3$7.1 million increase in operating expenses, from $150.2$117.0 million to $151.5$124.1 million. The increase in operating expenses consisted of a $6.1$10.8 million increase in selling, general and administrative expenses, partially offset by a $3.3 million decrease in net research and development expenses partially offset byand a $3.2$0.4 million decrease in amortization of other acquired intangible assets, and a $1.6 million decrease in selling, general and administrative expenses.assets. Further details of changes in operating income are provided below.


Net incomeloss from continuing operations attributable to Verint Systems Inc. common shares was $2.5 million, and diluted net incomeloss per common share was $0.04,$0.04, in the three months ended October 31, 2017April 30, 2021 compared to a net loss from continuing operations attributable to Verint Systems Inc. common shares of $8.2$14.7 million, and net loss per common share of $0.13,$0.23, in the three months ended October 31, 2016.  These improved operating resultsApril 30, 2020. The increase in income attributable to Verint Systems Inc. common shares in the three months ended October 31, 2017 wereApril 30, 2021 was primarily due to a $12.3 million increase in operating income described above, and an $0.8$8.6 million decrease in total other expense, net, a $6.4 million increase in operating income as described above and a $0.4 million decrease in provision for income taxes, partially offset by a $2.6$3.3 million increase in provision fordividends on preferred stock and a $0.1 million increase in net income taxes.attributable to our noncontrolling interests. The decrease in total other expense, net was primarily due to the change in fair value of the Future Tranche Right issued in connection with our preferred stock and a decrease in debt discount amortization costs as a result of our adoption of ASU No. 2020-06, partially offset by losses on derivatives due to the partial early retirement of the 2017 Term Loan. Further details of these changes are provided below.



A portion of our business is conducted in currencies other than the U.S. dollar, and therefore our revenue and operating expenses are affected by fluctuations in applicable foreign currency exchange rates. When comparing average exchange rates for the three months ended October 31, 2017April 30, 2021 to average exchange rates for the three months ended October 31, 2016,April 30, 2020, the U.S. dollar weakened relative to British pound sterling, Australian dollar and the euro, resulting in an overall increase in our revenue, on a U.S. dollar-denominated basis. Furthermore, the U.S. dollar weakened relative to our Israeli shekel rate (hedged and unhedged), resulting in an overall increase in cost of revenue, and operating expenses on a U.S. dollar-denominated basis. For the three months ended October 31, 2017,April 30, 2021, had foreign currency exchange rates remained unchanged from rates in effect for the three months ended October 31, 2016,April 30, 2020, our revenue would have been approximately $2.3$4.6 million lower and our cost of revenue and operating expenses on a combined basis would have been approximately $4.2$4.8 million lower, which would have resulted in a $1.9$0.2 million increase in our operating income.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Our revenue increased approximately $50.3 million, or 7%, to $816.5 million in the nine months ended October 31, 2017 from $766.2 million in the nine months ended October 31, 2016. The increase consisted of a $24.9 million increase in product revenue and a $25.4 million increase in service and support revenue.  In our Cyber Intelligence segment, revenue increased approximately $37.7 million, or 15%, from $247.2 million in the nine months ended October 31, 2016 to $284.9 million in the nine months ended October 31, 2017.  The increase consisted of a $26.5 million increase in product revenue and a $11.2 million increase in service and support revenue. In our Customer Engagement segment, revenue increased $12.6 million, or approximately 2%, from $519.0 million in the nine months ended October 31, 2016 to $531.6 million in the nine months ended October 31, 2017.  The increase consisted of a $14.2 million increase in service and support revenue, partially offset by a $1.6 million decrease in product revenue. For additional details on our revenue by segment, see "—Revenue by Operating Segment".  Revenue in the Americas, in Europe, the Middle East and Africa ("EMEA"), and in the Asia-Pacific ("APAC") regions represented approximately 53%, 31%, and 16% of our total revenue, respectively, in the nine months ended October 31, 2017, compared to approximately 54%, 30%, and 16%, respectively, in the nine months ended October 31, 2016. Further details of changes in revenue are provided below.

We reported operating income of $12.4 million in the nine months ended October 31, 2017 compared to an operating loss of $2.0 million in the nine months ended October 31, 2016.  The increased operating income was primarily due to a $23.7 million increase in gross profit, from $459.9 million to $483.6 million, partially offset by a $9.3 million increase in operating expenses, from $461.9 million to $471.2 million. The increase in operating expenses consisted of a $13.1 million increase in net research and development expenses, a $2.5 million increase in selling, general and administrative expenses, partially offset by a $6.3 million decrease in amortization of other acquired intangible assets. Further details of changes in operating income are provided below.

Net loss attributable to Verint Systems Inc. was $23.7 million, and net loss per common share was $0.38, in the nine months ended October 31, 2017 compared to net loss attributable to Verint Systems Inc. of $37.4 million, and net loss per common share of $0.60, in the nine months ended October 31, 2016.  The smaller net loss attributable to Verint Systems Inc. and net loss per common share in the nine months ended October 31, 2017 was primarily due to a $14.4 million increase in operating income as discussed above, a $1.1 million increase in interest income, a $1.0 million increase in net gains on derivative instruments, a $0.5 million increase in net foreign currency gains, a $3.7 million decrease in other expenses, net, and a $0.7 million decrease in net income attributable to noncontrolling interests. These were partially offset by a $1.9 million loss on early retirement of debt, a $4.8 million increase in provision for income taxes, and a $1.0 million increase in interest expense. Further details of these changes are provided below.

When comparing average exchange rates for the nine months ended October 31, 2017 to average exchange rates for the nine months ended October 31, 2016, the U.S. dollar strengthened relative to the British pound sterling, resulting in an overall decrease in our revenue on a U.S. dollar-denominated basis.  Furthermore, the U.S. dollar weakened relative to our Israeli shekel rate (hedged and unhedged), resulting in an overall increase in operating expenses on a U.S. dollar-denominated basis. For the nine months ended October 31, 2017, had foreign currency exchange rates remained unchanged from rates in effect for the nine months ended October 31, 2016, our revenue would have been approximately $1.6 million higher and our cost of revenue and operating expenses on a combined basis would have been approximately $3.0 million lower, which would have resulted in a $4.6 million increase in our operating income.


As of October 31, 2017,April 30, 2021, we employed approximately 5,0004,300 professionals, including part-time employees and certain contractors, as compared to 4,900approximately 4,200 at October 31, 2016.April 30, 2020.


Revenue by Operating Segment
The following table sets forth revenue for each of our two operating segments for the three and nine months endedOctober 31, 2017 and 2016:

  Three Months Ended
October 31,
 % Change Nine Months Ended
October 31,
 % Change
(in thousands) 2017 2016 2017 - 2016 2017 2016 2017 - 2016
Customer Engagement $181,590
 $172,757
 5% $531,643
 $519,010
 2%
Cyber Intelligence 99,136
 86,145
 15% 284,855
 247,237
 15%
Total revenue $280,726
 $258,902
 8% $816,498
 $766,247
 7%

Customer Engagement Segment

Three Months Ended October 31, 2017 compared to Three Months Ended October 31, 2016. Customer Engagement revenue increased approximately $8.8 million, or 5%, from $172.7 million in the three months ended October 31, 2016 to $181.5 million in the three months ended October 31, 2017.  The increase consisted of a $9.8 million increase in service and support revenue, partially offset by a $1.0 million decrease in product revenue. The increase in service revenue was primarily attributable to growth in sales of our cloud-based solutions in the three months ended October 31, 2017 compared to the three months ended October 31, 2016. The decrease in product revenue primarily reflects a modest decrease in product deliveries in the three months ended October 31, 2017 compared to the three months ended October 31, 2016. We continue to experience a shift in our revenue mix from product revenue to service and support revenue as a result of several factors, including a higher component of service offerings in our standard arrangements (including licenses sold through cloud deployment), an increase in services associated with customer product upgrades, and growth in our customer install base.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Customer Engagement revenue increased approximately $12.6 million, or 2%, from $519.0 million in the nine months ended October 31, 2016 to $531.6 million in the nine months ended October 31, 2017.  The increase consisted of a $14.2 million increase in service and support revenue, partially offset by a $1.6 million decrease in product revenue. The increase in service revenue was primarily attributable to growth in sales of our cloud-based solutions in the nine months ended October 31, 2017 compared to the nine months ended October 31, 2016. The decrease in product revenue primarily reflects a modest decrease in product deliveries in the three months ended October 31, 2017 compared to the three months ended October 31, 2016.

Cyber Intelligence Segment
Three Months Ended October 31, 2017 compared to Three Months Ended October 31, 2016. Cyber Intelligence revenue increased approximately $13.0 million, or 15%, from $86.1 million in the three months ended October 31, 2016 to $99.1 million in the three months ended October 31, 2017.  The increase consisted of a $7.8 million increase in product revenue and a $5.2 million increase in service and support revenue. The increase in product revenue was due to an increase in product deliveries and an increase in progress realized during the current year on projects with revenue recognized using the percentage of completion ("POC") method. The increase in service and support revenue was primarily attributable to increases in progress realized during the current year on projects with revenue recognized using the POC method, and an increase in support revenue from existing customers and other value add services.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Cyber Intelligence revenue increased approximately $37.7 million, or 15%, from $247.2 million in the nine months ended October 31, 2016 to $284.9 million in the nine months ended October 31, 2017.  The increase consisted of an $26.5 million increase in product revenue and a $11.2 million increase in service and support revenue. The increase in product revenue was due to an increase in product deliveries and an increase in progress realized during the current year on projects with revenue recognized using the POC method, some of which commenced in previous fiscal years. The increase in service and support revenue was primarily attributable to an increase in progress realized during the current year on projects with revenue recognized using the POC method and growth in sales of our cloud-based solutions, partially offset by a decrease in support revenue from existing customers.

Volume and Price
We sell products in multiple configurations, and the price of any particular product varies depending on the configuration of the product sold. Due to the variety of customized configurations for each product we sell, we are unable to quantify the amount of any revenue changes attributable to a change in the price of any particular product and/or a change in the number of products sold.
Product Revenue and Service and Support Revenue


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 revenue, including licensing of software products and sale of hardware products (which include software that works together with the hardware to deliver the product's essential functionality),warranties, and (b) service and support nonrecurring
45


revenue, including revenue fromwhich primarily consists of our perpetual licenses, hardware, installation services, post-contract customer support, project management, hosting services, software-as-a-service ("SaaS"), product warranties,and business advisory consulting services, and training services.  For multiple-element arrangements for which we are unable to establish vendor-specific objective evidence ("VSOE") for one or more elements, we use various available indicators of fair value and apply our best judgment to reasonably classify the arrangement's revenue into product revenue and service and support revenue.

The following table sets forth product revenue and service and support revenueby category for the three and nine months endedOctober 31, 2017 April 30, 2021 and 2016:2020:
Three Months Ended
April 30,
% Change
(in thousands)202120202021-2020
Recurring revenue
Bundled SaaS revenue$39,309 $33,393 18%
Unbundled SaaS revenue24,283 7,495 224%
Optional managed services revenue16,458 14,132 16%
Total cloud revenue80,050 55,020 45%
Support revenue64,403 74,050 (13)%
Total recurring revenue144,453 129,070 12%
Nonrecurring revenue
Perpetual revenue29,323 28,525 3%
Professional services revenue27,128 28,270 (4)%
Total nonrecurring revenue56,451 56,795 (1)%
Total revenue$200,904 $185,865 8%
  Three Months Ended
October 31,
 % Change Nine Months Ended
October 31,
 % Change
(in thousands) 2017
2016 2017 - 2016 2017 2016 2017 - 2016
Product revenue $94,827
 $88,004
 8% $279,056
 $254,172
 10%
Service and support revenue 185,899
 170,898
 9% 537,442
 512,075
 5%
Total revenue $280,726
 $258,902
 8% $816,498
 $766,247
 7%
ProductRecurring Revenue


Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016. ProductApril 30, 2020. Recurring revenue increased approximately $6.8$15.4 million, or 8%12%, from $88.0$129.1 million forin the three months ended October 31, 2016April 30, 2020 to $94.8$144.5 million forin the three months ended October 31, 2017, resulting fromApril 30, 2021. The increase consisted of a $7.8$25.0 million increase in our Cyber Intelligence segment,cloud revenue, partially offset by a $1.0$9.6 million decrease in our Customer Engagement segment.

Nine Months Ended October 31, 2017 comparedsupport revenue. The increase in cloud revenue was primarily due to Nine Months Ended October 31, 2016. Productan increase in unbundled SaaS revenue increased approximately $24.9 million, or 10%, from $254.2 million for the nine months ended October 31, 2016 to $279.1 million for the nine months ended October 31, 2017, resulting from the accelerated pace of support conversion transactions and new cloud deployments, and to a $26.5 millionlesser extent, an increase in bundled SaaS as we continue to see positive demand from customers across our Cyber Intelligence segment, partially offset by a $1.6 millionportfolio for cloud-based solutions. The decrease in support revenue was primarily due to the continuing shift in the market to cloud-based solutions. We expect our Customer Engagement segment.revenue mix to continue to shift to recurring sources, which is consistent with our cloud-first strategy and a general market shift from on-premises to cloud solutions.


For additional information see "—Revenue by Operating Segment".
Service and SupportNonrecurring Revenue
 
Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016. Service and supportApril 30, 2020. Nonrecurring revenue increaseddecreased approximately $15.0$0.3 million, or 9%1%, from $170.9$56.8 million forin the three months ended October 31, 2016April 30, 2020 to $185.9$56.5 million forin the three months ended October 31, 2017.  This increaseApril 30, 2021. The decrease in nonrecurring revenue was primarily attributabledue to a $9.8$1.1 million decrease in professional services revenue resulting from a decrease in implementation services as a result of the overall shift in our business to a cloud based model. The decrease in professional services revenue was partially offset by a $0.8 million increase in perpetual revenue as a result of increased customer spending as the overall business environment improved after the initial stages of COVID-19. Our nonrecurring revenue can fluctuate from period to period, as some large contracts can represent a significant share of our Customer Engagement segment andnonrecurring revenue for a $5.2 million increase in our Cyber Intelligence segment.given period.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Service and support revenue increased approximately $25.4 million, or 5%, from $512.1 million for the nine months ended October 31, 2016 to $537.5 million for the nine months ended October 31, 2017.  This increase was primarily attributable to a $14.2 million increase in our Customer Engagement segment and an $11.2 million increase in our Cyber Intelligence segment.

For additional information see "— Revenue by Operating Segment".


Cost of Revenue
 
The following table sets forth cost of revenue by productrecurring and service and support,nonrecurring, as well as amortization of acquired technology for the three and nine months endedOctober 31, 2017 April 30, 2021 and 2016:2020:


 Three Months Ended
October 31,
 % Change Nine Months Ended
October 31,
 % Change Three Months Ended
April 30,
% Change
(in thousands) 2017 2016 2017 - 2016 2017 2016 2017 - 2016(in thousands)202120202021-2020
Cost of product revenue $32,840
 $29,499
 11% $98,708
 $82,455
 20%
Cost of service and support revenue 69,383
 64,007
 8% 205,928
 195,892
 5%
Cost of recurring revenueCost of recurring revenue$38,076 $34,928 9%
Cost of nonrecurring revenueCost of nonrecurring revenue29,880 31,619 (5)%
Amortization of acquired technology 9,182
 9,700
 (5)% 28,246
 28,014
 1%Amortization of acquired technology4,384 4,356 1%
Total cost of revenue $111,405
 $103,206
 8% $332,882
 $306,361
 9%Total cost of revenue$72,340 $70,903 2%
 
We exclude certain costs of both product revenue and service and support revenue, including shared support costs, stock-based compensation, and asset impairment charges (if any), among others, as well as amortization of acquired technology, when calculating our operating segment gross margins.
46



Cost of ProductRecurring Revenue
 
Cost of productrecurring revenue primarily consists of employee compensation and related expenses for our cloud operations and support teams, contractor costs, cloud infrastructure and data center costs, travel expenses relating to optional managed services and support, and royalties due to third parties for software components that are embedded in our cloud solutions. Cost of recurring revenue also includes stock-based compensation expenses, facility costs, and other allocated overhead expenses.

Three Months Ended April 30, 2021 compared to Three Months Ended April 30, 2020. Cost of recurring revenue increased approximately $3.2 million, or 9%, from $34.9 million in the three months ended April 30, 2020 to $38.1 million in the three months ended April 30, 2021, due to an increase in data center and cloud costs associated with the corresponding increase in cloud revenue and an increase in employee compensation and related expenses. Our recurring gross margins increased from 73% in the three months ended April 30, 2020 to 74% in the three months ended April 30, 2021 primarily due to a reduction in overhead costs as a result of the Spin-Off.

We expect our cost of recurring revenue to continue to increase as we continue to invest in our cloud operations to support our growing cloud customer base, to improve operational efficiencies, and to continue to improve the security of our solutions.

Cost of Nonrecurring Revenue
Cost of nonrecurring revenue primarily consists of employee compensation and related expenses, contractor costs, travel expenses relating to installation, training and consulting services, hardware material costs, and royalties due to third parties for software components that are embedded in our on premises software solutions. When revenue is deferred, we also defer hardware material costs and third-party software royalties and recognize those costs over the same period that the product revenue is recognized. Cost of productnonrecurring revenue also includes amortization of capitalized software development costs, employee compensation and related expenses associated with our global operations, facility costs, and other allocated overhead expenses. In our Cyber Intelligence segment, cost of product revenue also includes employee compensation and related expenses, contractor and consulting expenses, and travel expenses, in each case for resources dedicated to project management and associated product delivery.


As with many other technology companies, our software products tend to have higher gross margins than our hardware products, so the mix of products we sell in a particular period can have a significant impact on our gross margins in that period.

Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016.April 30, 2020. Cost of productnonrecurring revenue increaseddecreased approximately $3.3$1.7 million, or 11%5%, from $29.5$31.6 million in the three months ended October 31, 2016April 30, 2020 to $32.8$29.9 million in the three months ended October 31, 2017April 30, 2021. The decrease was primarily driven by a decrease in indirect nonrecurring shared support services due to increased cost of product revenuea reduction in our Cyber Intelligence segment, principally resulting fromshared support services workforce as a result of the completion of the Spin-Off, a decrease in contractor costs associatedand employee compensation, and lower travel expenses due to COVID-19, partially offset by an increase in stock based compensation due to a shorter vesting schedule for prior year grants which resulted in a greater charge in the current period, additional performance based awards in connection with increased usecompletion of contractors.the Spin-Off, and a change in the employee bonus payment structure. Our overall productnonrecurring gross margins decreased to 65%increased from 44% in the three months ended October 31, 2017 from 66%April 30, 2020 to 47% in the three months ended October 31, 2016. Product gross margins in our Cyber Intelligence segment decreased from 57% in the three months ended October 31, 2016 to 55% in the three months ended October 31, 2017April 30, 2021, primarily due to costs, including software amortization costs, decreasing at a change in product mix.  Product gross margins in our Customer Engagement segment decreased from 81% in the three months ended October 31, 2016 to 80% in the three months ended October 31, 2017 primarily due to a change in product mix.faster rate than nonrecurring revenue.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Cost of product revenue increased approximately $16.2 million, or 20%, from $82.5 million in the nine months ended October 31, 2016 to $98.7 million in the nine months ended October 31, 2017 primarily due to increased cost of product revenue in our Cyber Intelligence segment, resulting from increased material costs and increased contractor expenses, driven primarily by increased revenue activity as discussed above. Our overall product gross margins decreased to 65% in the nine months ended October 31, 2017 from 68% in the nine months ended October 31, 2016. Product gross margins in our Cyber Intelligence segment decreased from 58% in the nine months ended October 31, 2016 to 55% in the nine months ended October 31, 2017 primarily due to a change in product mix.  Product gross margins in our Customer Engagement segment decreased from 81% in the nine months ended October 31, 2016 to 80% in the nine months ended October 31, 2017 primarily due to a change in product mix.

Cost of Service and Support Revenue
Cost of service and support revenue primarily consists of employee compensation and related expenses, contractor costs, and travel expenses relating to installation, training, consulting, and maintenance services. Cost of service and support revenue also includes stock-based compensation expenses, facility costs, and other overhead expenses. In accordance with GAAP
and our accounting policy, the cost of service and support revenue is generally expensed as incurred in the period in which the services are performed, with the exception of certain transactions accounted for using the POC method.

Three Months Ended October 31, 2017 compared to Three Months Ended October 31, 2016. Cost of service and support revenue increased approximately $5.4 million, or 8%, from $64.0 million in the three months ended October 31, 2016 to $69.4 million in the three months ended October 31, 2017. The increase was primarily attributable to costs associated with increased use of contractors in our Customer Engagement and Cyber Intelligence segments in the three months ended October 31, 2017

compared to the three months ended October 31, 2016. Our overall service and support gross margins were 63% in each of the three months ended October 31, 2017 and 2016.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Cost of service and support revenue increased approximately $10.0 million, or 5%, from $195.9 million in the nine months ended October 31, 2016 to $205.9 million in the nine months ended October 31, 2017. The increase was primarily attributable to costs associated with increased use of contractors in our Cyber Intelligence and Customer Engagement segments in the nine months ended October 31, 2017 compared to the nine months ended October 31, 2016. Our overall service and support gross margins were 62% in each of the nine months ended October 31, 2017 and 2016.


Amortization of Acquired Technology
 
Amortization of acquired technology consists of amortization of technology assets acquired in connection with business combinations.


Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016.April 30, 2020. Amortization of acquired technology decreased approximately $0.5was $4.4 million or 5%, from $9.7 million in each of the three months ended October 31, 2016April 30, 2021 and 2020 due to $9.2 million in the three months ended October 31, 2017. The decrease resulted fromno acquired technology intangible assets from historical business combinations becoming fully amortized partially offset by an increase induring the current period and no amortization expense associated with recentfrom new business combinations.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Amortization of acquired technology increased approximately $0.2 million, or 1%, from $28.0 million in the nine months ended October 31, 2016 to $28.2 million in the nine months ended October 31, 2017. The increase was attributable to amortization associated with recent business combinations, partially offset by acquired technology intangible assets from historical business combinations becoming fully amortized.

Further discussion regarding our business combinations appears in Note 4, "Business Combinations" to our condensed consolidated financial statements included under Part I, Item 1 of this report.

Research and Development, Net
 
Research and development expenses consist primarily of personnel and subcontracting expenses, facility costs, and other allocated overhead, net of certain software development costs that are capitalized, as well as reimbursements under government programs. Software development costs are capitalized upon the establishment of technological feasibility and continue to be capitalized through the general release of the related software product.
 
The following table sets forth research and development, net for the three and nine months endedOctober 31, 2017 April 30, 2021 and 20162020:
47


  Three Months Ended
October 31,
 % Change 
Nine Months Ended
October 31,
 % Change
(in thousands) 2017 2016 2017 - 2016 2017 2016 2017 - 2016
Research and development, net $47,157
 $41,028
 15% $141,911
 $128,847
 10%
 Three Months Ended
April 30,
% Change
(in thousands)202120202021-2020
Research and development, net$29,148 $32,412 (10)%


Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016. April 30, 2020. Research and development, net increased(“R&D”) decreased approximately $6.1$3.3 million, or 15%10%, from $41.0$32.4 million in the three months ended October 31, 2016April 30, 2020 to $47.2$29.1 million in the three months ended October 31, 2017.  The increase isApril 30, 2021. This decrease was primarily attributable to a $4.4 million decrease in indirect R&D shared support services and facility expenses due to a $3.1 million increasereduction in employee compensation and related expenses, primarily due to increased headcountour shared support services workforce as a result of research and development employees,the completion of the Spin-Off and a $1.7$1.3 million increasedecrease in expenses reflecting increased use of contractors for research and development activities primarily in our Cyber Intelligence segment, in the three months ended October 31, 2017 compared to the three months ended October 31, 2016.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Research and development, net increased approximately $13.1 million, or 10%, from $128.8 million in the nine months ended October 31, 2016 to $141.9 million in the nine months ended October 31, 2017.  The increase in the nine months ended October 31, 2017, compared to the nine months ended October 31, 2016, is primarily due togeneral overhead costs, partially offset by a $5.5 million increase in employee compensation and related expenses due primarily to increased headcount of research and development employees, a $2.8$0.9 million increase in contractor expenses primarily in our Cyber Intelligence segment, andcosts, a $2.1$0.6 million increase in stock-basedstock based compensation expenses

attributabledue to researcha shorter vesting schedule for prior year grants which resulted in a greater charge in the current period, additional performance based awards in connection with completion of the Spin-Off, and a change in the employee bonus payment structure, a $0.5 million decrease in capitalized software development employeescosts and a $0.4 million increase in software subscription expenses related to our bonus share program (which is discussed in Note 12, "Stock-based Compensation" to our condensed consolidated financial statements included under Part I, Item 1 of this report).internal-use software.

Selling, General and Administrative Expenses
 
Selling, general and administrative expenses consist primarily of personnel costs and related expenses, professional fees, changes in the fair values of our obligations under contingent consideration arrangements, sales and marketing expenses, including travel costs, sales commissions and sales referral fees, facility costs, communication expenses, and other administrative expenses.
 
The following table sets forth selling, general and administrative expenses for the three and nine months endedOctober 31, 2017 April 30, 2021 and 2016:2020:

 Three Months Ended
October 31,
 % Change Nine Months Ended
October 31,
 % Change Three Months Ended
April 30,
% Change
(in thousands) 2017 2016 2017 - 2016 2017 2016 2017 - 2016(in thousands)202120202021-2020
Selling, general and administrative $97,304
 $98,899
 (2)% $302,605
 $300,080
 1%Selling, general and administrative$87,646 $76,827 14%
 
Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016.April 30, 2020. Selling, general and administrative expenses decreased(“SG&A”) increased approximately $1.6$10.8 million, or 2%14%, from $98.9$76.8 million in the three months ended October 31, 2016April 30, 2020 to $97.3$87.6 million in the three months ended October 31, 2017.April 30, 2021. This decreaseincrease was primarily attributable to an $8.9$6.3 million of one-time nonrecurring operational costs incurred during the current period related to the Spin-Off, in that they are only necessary because of the Spin-Off, but they are not transactional-type costs and a $5.0 million increase in stock-based compensation expense due to a shorter vesting schedule for prior year grants which resulted in a greater charge in the current period, additional performance based awards in connection with completion of the Spin-Off, and a change in the employee bonus payment structure. These increases in SG&A were partially offset by a $3.3 million decrease in indirect SG&A shared support services and facilities expenses due to a reduction in our shared support services workforce as a result of the completion of the Spin-Off and a $1.7 million decrease in travel related expenses due to cost reduction initiatives we implemented in response to the COVID-19 pandemic. SG&A expenses were also impacted by a $4.6 million increase due to the change in the fair value of our obligations under contingent consideration arrangements, from a net expensebenefit of $2.2$4.4 million in the three months ended October 31, 2016April 30, 2020 to a net benefitcharge of $6.7$0.2 million during the three months ended October 31, 2017.April 30, 2021, as a result of revised outlooks for achieving the performance targets under several unrelated contingent consideration arrangements.

The impact of contingent consideration arrangements on our operating results can vary over time as we revise our outlook for achieving the performance targets underlying the arrangements. This impact on our operating results may be more significant in some periods than in others, depending on a number of factors, including the magnitude of the change in the outlook for each arrangement separately as well as the number of contingent consideration arrangements in place, the liabilities requiring adjustment in that period, and the net effect of those adjustments.  The benefit recorded during the three months ended October 31, 2017 resulted from revised outlooks to several unrelated arrangements. This decrease was partially offset by a $2.7 million increase in employee compensation expenses due to increased headcount, a $2.4 million increase in contractor expenses, a $2.0 million increase in legal fees, and a $1.0 million increase in stock-based compensation expenses.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Selling, general and administrative expenses increased approximately $2.5 million, or 1%, from $300.1 million in the nine months ended October 31, 2016 to $302.6 million in the nine months ended October 31, 2017. This increase was primarily attributable to a $4.4 million increase in contractor expenses, a $3.4 million increase in employee compensation expenses, a $2.8 million increase in legal fees, and a $2.3 million increase stock-based compensation expenses. These increases were partially offset by a $8.6 million decrease in the change in fair value of our obligations under contingent consideration arrangements, from a net expense of $4.8 million in the nine months ended October 31, 2016 to a net benefit of $3.8 million during the nine months ended October 31, 2017, as a result of revised outlooks for achieving the performance targets set forth in several unrelated contingent consideration arrangements, as further discussed in the three-month comparison appearing in the previous paragraph. Additionally, selling, general, and administrative expenses decreased an additional $4.7 million as a result of increased capitalization of costs associated with development of internal-use software during the nine months ended October 31, 2017 compared to the nine months ended October 31, 2016.


Amortization of Other Acquired Intangible Assets

Amortization of other acquired intangible assets consists of amortization of certain intangible assets acquired in connection with business combinations, including customer relationships, distribution networks, trade names, and non-compete agreements.


The following table sets forth amortization of other acquired intangible assets for the three and nine months ended October 31, 2017April 30, 2021 and 2016:2020:
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 Three Months Ended
October 31,
 % Change Nine Months Ended
October 31,
 % Change Three Months Ended
April 30,
% Change
(in thousands)  2017 2016 2017 - 2016 2017 2016 2017 - 2016(in thousands) 202120202021-2020
Amortization of other acquired intangible assets $7,048
 $10,244
 (31)% $26,727
 $32,976
 (19)%Amortization of other acquired intangible assets$7,328 $7,764 (6)%


Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016.April 30, 2020. Amortization of other acquired intangible assets decreased approximately $3.2$0.5 million, or 31%6%, from $10.2$7.8 million in the three months ended October 31, 2016April 30, 2020 to $7.0$7.3 million in the three months ended October 31, 2017 as a result ofApril 30, 2021. The decrease was attributable to acquired customer-related intangible assets from historical business combinations becoming fully amortized, partially offset by an increase in amortizationamortized.

Other Expense, Net

The following table sets forth total other expense, from acquired intangible assets from recent business combinations.net for the three months ended April 30, 2021 and 2020:


Nine
 Three Months Ended
April 30,
% Change
(in thousands)202120202021-2020
Interest income$23 $481 (95)%
Interest expense(5,019)(10,689)(53)%
Losses on early retirements of debt(2,474)— *
Other income (expense):  
Foreign currency losses, net(541)(1,798)(70)%
Losses on derivatives(14,374)— *
Fair value change of future tranche right15,810 — *
Other, net3,155 (24)*
Total other income (expense) , net4,050 (1,822)*
Total other expense, net$(3,420)$(12,030)(72)%

* Percentage is not meaningful.

Three Months Ended October 31, 2017April 30, 2021 compared to NineThree Months Ended October 31, 2016. Amortization ofApril 30, 2020. Total other acquired intangible assetsexpense, net, decreased approximately $6.3by $8.6 million or 19%, from $33.0$12.0 million in the ninethree months ended April 30, 2020 to $3.4 million in the three months ended April 30, 2021.

Interest expense decreased from $10.7 million in the three months ended April 30, 2020 to $5.0 million in the three months ended April 30, 2021 due to $3.2 million of amortization of debt discount costs related to the 2014 Notes in the three months ended April 30, 2020 with no comparable activity for the three months ended April 30, 2021 as a result of our adoption of ASU No. 2020-06, which eliminated the embedded conversion feature of the 2014 Notes. See Note 1, "Description of Business and Summary of Significant Accounting Policies" in our notes to our unaudited condensed consolidated financial statements for more information regarding the adoption of ASU No. 2020-06. Interest expense also decreased due to lower interest rates on outstanding borrowings as well as lower outstanding borrowings as a result of the partial prepayment of our 2017 Term Loan in conjunction with the issuance of the 2021 Notes and the repayment of all outstanding borrowings under our 2017 Revolving Credit Facility during the three months ended October 31, 2016 to $26.7 million in the nine months ended October 31, 2017 as a result of acquired customer-related intangible assets from historical business combinations becoming fully amortized, partially offset by an increase in amortization expense from acquired intangible assets from recent business combinations.

2020. Further discussion regarding our business combinations2014 Notes, 2017 Term Loan, 2017 Revolving Credit Facility, and 2021 Notes appears in Note 4, "Business Combinations"7, “Long-term Debt” to our condensed consolidated financial statements included under Part I, Item 1 of this report.

Other Expense, Net
The following table sets forth total other expense, net for the three and nine months endedOctober 31, 2017 and 2016:
  Three Months Ended
October 31,
 % Change Nine Months Ended
October 31,
 % Change
(in thousands) 2017 2016 2017 - 2016 2017 2016 2017 - 2016
Interest income $654
 $229
 186% $1,793
 $695
 158%
Interest expense (8,891) (8,708) 2% (26,997) (25,976) 4%
Loss on early retirement of debt 
 
 —% (1,934) 
 *
Other income (expense):  
  
 
      
Foreign currency (losses) gains , net (1,474) (2,152) (32)% 2,384
 1,870
 27%
Gains (losses) on derivatives 834
 1,266
 (34)% 292
 (696) (142)%
Other, net 75
 (235) (132)% (147) (3,834) (96)%
Total other (expense) income, net (565) (1,121) (50)% 2,529
 (2,660) *
Total other expense, net $(8,802) $(9,600) (8)% $(24,609) $(27,941) (12)%
* Percentage is not meaningful.
Three Months Ended October 31, 2017 compared to Three Months Ended October 31, 2016. Total other expense, net, decreased by $0.8 million from $9.6 million inDuring the three months ended October 31, 2016 to $8.8April 30, 2021, we recorded $2.5 million of losses on early retirements of debt, $2.0 million of which was a result of repaying $309.0 million of our 2017 Term Loan. In April 2021, we also amended the 2017 Credit Agreement and refinanced our 2017 Revolving Credit Facility, which would have matured on June 29, 2022, resulting in the three months ended October 31, 2017. write off of $0.5 million of unamortized deferred debt issuance costs related to certain lenders who will no longer provide commitments under the 2021 Revolving Credit Facility. Further discussion regarding our 2017 Credit Agreement, 2017 Term Loan and 2021 Revolving Credit Facility appears in Note 7, “Long-term Debt” to our condensed consolidated financial statements included under Part I, Item 1 of this report.

Interest expense increased from $8.7 million in the three months ended October 31, 2016 to $8.9 million in the three months ended October 31, 2017 primarily due to higher interest rates on outstanding borrowings.


We recorded $1.5$0.5 million of net foreign currency losses in the three months ended October 31, 2017April 30, 2021 compared to $2.2$1.8 million of net foreign currency losses in the three months ended October 31, 2016.  ForeignApril 30, 2020. Our foreign currency losses in the three months ended October 31, 2017current period resulted primarily from the strengtheningweakening of the U.S dollar against the British pound sterling against the euro, from January 31, 2021 to April 30, 2021,
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resulting in foreign currency losses on euro-denominatedU.S. dollar-denominated net assets in certain entities which use a British pound sterling functional currency, andcurrency.

During the strengthening of the U.S. dollar against the Singapore dollar, resulting in foreign currency losses on Singapore dollar-denominated net assets in certain entities which use a U.S. dollar functional currency.

Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Total other expense, net, decreased by $3.3 million from $27.9 million in the ninethree months ended October 31, 2016 to $24.6 million in the nine months ended October 31, 2017. 

Interest expense increased from $26.0 million in the nine months ended October 31, 2016 to $27.0 million in the nine months ended October 31, 2017 primarily due to higher interest rates on outstanding borrowings.


In the nine months ended October 31, 2017April 30, 2021, we entered into a new credit agreement with certain lenders and terminated our prior credit agreement. In connection with these transactions, we recorded a $1.9$14.4 million loss on early retirement of debt. There were no comparable charges in the nine months ended October 31, 2016.

We recorded $2.4 million of net foreign currency gains in the nine months ended October 31, 2017 compared to $1.9 million of net foreign currency gains in the nine months ended October 31, 2016.  Foreign currency gains in the nine months ended October 31, 2017 resulted primarily from the weakening of the U.S. dollar against the euro from January 31, 2017 to October 31, 2017, resulting in foreign currency gains on U.S dollar-denominated net liabilities in certain entities which use a euro functional currency, and the weakening of the U.S. dollar against the British pound sterling, resulting in foreign currency gains on U.S. dollar-denominated net payables in certain entities which use a British pound sterling functional currency.

In the nine months ended October 31, 2017, there were net gains on derivative financial instruments (not designated as hedging instruments) of $0.3 million, compared to net losses of $0.7 million on such instruments for the nine months ended October 31, 2016.  The net gains in the current year primarily reflected gains on our interest rate swap agreement, partially offset by losses on contracts executed to hedge movementsas a result of the partial early retirement of our 2017 Term Loan, with no comparable transaction in the exchange rate betweenprior period.

During the U.S. dollar andthree months ended April 30, 2021, we recorded a non-cash Future Tranche Right revaluation gain of $15.8 million. This non-cash gain for the Singapore dollar.

Other net expenses decreased $3.7 millionperiod relates to the final mark-to-market adjustment of the Future Tranche Right (right of the Apax Investor to purchase Series B Preferred Stock at a future date), issued in connection with the closing of the Series A Preferred Stock on May 7, 2020. The change in fair value was primarily due to a write-offdecrease in our stock price from January 31, 2021 to immediately prior to the issuance of the Series B Preferred Stock, which decreased the estimated fair value of the Future Tranche Right. Our diluted net loss per common share for the three months ended April 30, 2021 would have been $0.24 larger without this non-cash gain. Upon the issuance of the Series B Preferred Stock on April 6, 2021, the Future Tranche Right was settled and no further charges (or benefits) will be recorded. Please refer to Note 9, “Convertible Preferred Stock” and Note 12, “Fair Value Measurements” to our condensed consolidated financial statements included under Part I, Item 1 of this report for additional information regarding the Future Tranche Right.

We recorded $3.2 million of income within other, net in the three months ended April 30, 2021, primarily due to the recognition of a $2.4$3.1 million cost-basisunrealized gain from a fair value adjustment to a noncontrolling equity investment in our Cyber Intelligence segmentrelated to an observable price change in the nine months ended October 31, 2016, with no comparable charges in the nine months ended October 31, 2017. Also contributing to the decrease in other net expenses was resolution of a previously accrued sales tax contingency in our APAC region in the nine months ended October 31, 2017.period.


(Benefit from) Provision for Income Taxes
 
The following table sets forth our (benefit from) provision forfrom income taxes for the three and nine months ended October 31, 2017April 30, 2021 and 2016:2020:

 Three Months Ended
October 31,
 % Change Nine Months Ended October 31, % Change Three Months Ended
April 30,
% Change
(in thousands) 2017 2016 2017 - 2016 2017 2016 2017 - 2016(in thousands)202120202021-2020
Provision for income taxes $5,944
 $3,359
 77%
$9,504
 $4,747
 100%
(Benefit from) provision for income taxes(Benefit from) provision for income taxes$(72)$347 *

* Percentage is not meaningful.
 
Three Months Ended October 31, 2017April 30, 2021 compared to Three Months Ended October 31, 2016.April 30, 2020. Our effective income tax rate was 66.0%negative 7.0% for the three months ended October 31, 2017,April 30, 2021, compared to a negative effective income tax rate of 82.4%2.5% for the three months ended October 31, 2016.  April 30, 2020. 

For the three months ended October 31, 2017,April 30, 2021, the pre-tax incomeeffective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the impact of U.S. taxation of certain foreign activities and the adjustment of certain unrecognized tax benefits, offset by a change in our profitable jurisdictions, where we recorded income tax provisions, was higher than the pre-tax lossesfair value of the Future Tranche Right associated with the Preferred Stock issuance and by lower statutory rates in our domestic andseveral foreign jurisdictions where we maintain valuation allowances and did not record the related income tax benefits.jurisdictions. The result was an income tax provisionbenefit of $5.9$0.1 million on pre-taxpretax income of $9.0 million, which represented an effective income tax rate of 66.0%.

For the three months ended October 31, 2016, pre-tax income in our profitable jurisdictions, where we recorded income tax provisions, was lower than the pre-tax losses in our domestic and foreign jurisdictions where we maintain valuation allowances and did not record the related tax benefits. The result was an income tax provision of $3.4 million on a pre-tax loss of $4.1$1.0 million, which represented a negative effective income tax rate of 82.4%7.0%.


Nine Months Ended October 31, 2017 compared to Nine Months Ended October 31, 2016. Our effectiveFor the three months ended April 30, 2020, the income tax rate was negative 77.7% fordiffers from the nine months ended October 31, 2017, comparedU.S. federal statutory rate of 21% primarily due to the impact of U.S. taxation of certain foreign activities, offset by lower statutory rates in several foreign jurisdictions and a deferred tax benefit due to a negative effective income tax rate of 15.8% for the nine months ended October 31, 2016.  For the nine months ended October 31, 2017, pre-tax incomechange in our profitable jurisdictions, where we recorded income tax provisions, was lower than the pre-tax losses in our domestic anda foreign jurisdictions where we maintain valuation allowances and did not record the related income tax benefits.jurisdiction. The result was an income tax provision of $9.5$0.3 million on a pre-taxpretax loss of $12.2$14.1 million, which represented a negative effective income tax rate of 77.7%.

For the nine months ended October 31, 2016, pre-tax income in our profitable jurisdictions, where we recorded income tax provisions, was significantly lower than the pre-tax losses in our domestic and foreign jurisdictions where we maintain valuation allowances and did not record the related tax benefits. The result was an income tax provision of $4.7 million on a pre-tax loss of $30.0 million, which represented a negative effective income tax rate of 15.8%2.5%.


BacklogNet Income from Discontinued Operations


For mostAs more fully described in Note 2, "Discontinued Operations” to our condensed consolidated financial statements included under Part I, Item 1 of this report, on February 1, 2021, we completed the Spin-Off of our transactions, delivery generally occurs within several months following receipt of the order. However, certain projects, particularly in our Cyber Intelligence segment, can extend over longer periods of time, delivery under which, for various reasons, may be delayed, modified, or canceled.Cognyte Business into an independent public company, Cognyte. As a result, we believe thatthe historical results of operations for Cognyte have been included within discontinued operations in our backlog at any particular time is not meaningful because it is not necessarily indicative of future revenue.condensed consolidated financial statements.





Liquidity and Capital Resources
 
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Overview
 
Our primary recurring source of cash is the collection of proceeds from the sale of products and services to our customers, including cash periodically collected in advance of delivery or performance.


On December 4, 2019, we announced that an affiliate of Apax Partners 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 Apax Investor purchased $200.0 million of our Series A Preferred Stock in an issuance that closed on May 7, 2020, with an initial conversion price of $53.50 per share. In accordance with the Investment Agreement, the Series A Preferred Stock did not participate in the Spin-Off distribution of the Cognyte shares described above 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. In connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock in an issuance that closed on April 6, 2021. The Series B Preferred Stock is convertible at a conversion price of $50.25, based in part on our trading price over the 20 trading day period following the Spin-Off. As of April 30, 2021, Apax’s ownership in us on an as-converted basis is approximately 12.9%.

Each series of Preferred Stock pays dividends at an annual rate of 5.2% until the 48-month anniversary of the closing of the Series A Preferred Stock investment, and thereafter at a rate of 4.0%, subject to adjustment under certain circumstances. Dividends will be cumulative and payable semiannually in arrears in cash. All dividends that are not paid in cash will remain accumulated dividends with respect to each share of preferred stock. We used the proceeds from the Apax investment to repay outstanding indebtedness, to fund a portion of our stock repurchase programs (as described below under “Liquidity and Capital Resources Requirements”), and/or for general corporate purposes. Please refer to Note 9, “Convertible Preferred Stock”, to our condensed consolidated financial statements included under Part I, Item 1 of this report for more information regarding the Apax convertible preferred stock investment.

Our primary recurring use of cash is payment of our operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities and overhead costs, and capital expenditures. We also utilize cash for debt service, under our Credit Agreementstock repurchases, dividends on the convertible preferred stock, and our Notes, and periodically for business acquisitions. Cash generated from operations, along with our existing cash, cash equivalents, and short-term investments, are our primary sources of operating liquidity, and we believe that our operating liquidity is currently sufficient to support our current business operations, including debt service, and capital expenditure requirements.requirements, and dividends on the convertible preferred stock.


On June 29, 2017, we entered into a newthe 2017 Credit Agreement (the “2017 Credit Agreement”) with certain lenders and terminated our Prior Credit Agreement.a prior credit agreement. The 2017 Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan maturingwas amended on January 31, 2018 (the “2018 Amendment”), again on June 29, 20248, 2020 (the “2017 Term Loan”“2020 Amendment”), and a $300.0 million revolving credit facility maturingagain on June 29, 2022April 9, 2021 (the “2017 Revolving Credit Facility”“2021 Amendment”), subject to increase and reduction from time to time according. Pursuant to the terms of2020 Amendment, we were permitted to effect the Spin-Off within the parameters set forth in the 2017 Credit Agreement. The majorityAgreement, as amended, and our 2014 Notes would not be deemed to be outstanding if such 2014 Notes were cash collateralized in accordance with the 2017 Credit Agreement, as amended, for purposes of the proceeds fromdetermination of the maturity dates of the 2017 Term Loan were used to repay all $406.9and the 2017 Revolving Credit Facility. On February 26, 2021, we deposited approximately $390.0 million owed underof cash, representing the full principal amount of the 2014 Term LoansNotes then outstanding as well as the final interest payment on the 2014 Notes due at June 29, 2017 upon terminationmaturity, into an escrow account in satisfaction of the Prior Credit Agreement. There were no borrowings undercash collateralization provisions of the Prior Revolving Credit Facility at2020 Amendment. On June 29, 2017.1, 2021, the maturity date of the 2014 Notes, we used the escrowed cash to settle the principal amount, including the final interest payment, and the incremental conversion value of $57.7 million was settled with approximately 1,250,000 shares of common stock. Further discussion of our 2017 Credit Agreement as amended, appears below, under "Financing Arrangements"“Financing Arrangements”.


We have historically expanded our business in part by investing in strategic growth initiatives, including acquisitions of products, technologies, and businesses. We may finance such acquisitions using cash, debt, stock, or a combination of the foregoing, however, we have used cash as consideration for substantially all of our historical business acquisitions, including approximately $28.1 million and $72.3 million of net cash expended foracquisitions. There were no business acquisitions during the ninethree months ended OctoberApril 30, 2021 or the year ended January 31, 2017 and 2016, respectively.2021.


We continually examine our options with respect to terms and sources of existing and future short-term and long-term capital resources to enhance our operating results and to ensure that we retain financial flexibility, and may from time to time elect to raise capital through the issuance of additional equity or debtthe incurrence of additional debt. During the three months ended April 30, 2021, in connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock in an issuance that closed on April 6, 2021. Additionally, 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, on April 9, 2021 (the “2021 Notes”). We used a portion of the net proceeds from the issuance of the 2021 Notes to pay the costs of the capped call transactions. We also used a portion of the net proceeds from the issuance of the 2021 Notes, together with the
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net proceeds from the April 6, 2021 issuance of the Series B Preferred Stock, to repay a portion of the outstanding indebtedness under our 2017 Credit Agreement, to terminate an interest rate swap agreement, and to repurchase shares of our common stock. The remainder is being used for working capital in the capital markets.and other general corporate purposes.


A considerable portion of our operating income is earned outside the United States. Cash, cash equivalents, short-term investments, and restricted cash, cash equivalents, and bank time deposits (excluding any long-term portions) held by our subsidiaries outside of the United States were $331.6were $153.3 million and $282.1$241.1 million as of October 31, 2017April 30, 2021 and January 31, 2017,2021, respectively, and are generally used to fund the subsidiaries’ operating requirements and to invest in growth initiatives, including business acquisitions. These subsidiaries also held long-term restricted cash and cash equivalents, and restricted bank time deposits of $31.5$0.4 million and $54.6$0.6 million, at October 31, 2017April 30, 2021 and January 31, 2017,2021, respectively.

We currently do not anticipate that we will need funds generated fromintend to continue to indefinitely reinvest a portion of the earnings of our foreign operations to fund our domestic operations forsubsidiaries, which, as a result of the next 12 months or for the foreseeable future.2017 Tax Act, may now be repatriated without incurring additional U.S. federal income taxes.


Should other circumstances arise whereby we require more capital in the United States than is generated by our domestic operations, or should we otherwise consider it in our best interests, we could repatriate future earnings from foreign jurisdictions, which could result in higher effective tax rates. If available,As noted above, we currently intend to indefinitely reinvest a portion of the earnings of our NOLs, particularly those in the United States, could reduce potential income tax liabilities that may result from repatriated earnings from foreign jurisdictionssubsidiaries to finance foreign activities. Except to the United States. We generallyextent of the U.S. tax provided on earnings of our foreign subsidiaries as of April 30, 2021, we have not provided for deferred income taxestax on the excessoutside 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 for financial reporting over the tax basis of investments in our foreign subsidiaries because we currently planincome and withholding taxes that would have to indefinitely reinvestbe provided on such earnings outside the United States.earnings.
 
The following table summarizes our total cash, cash equivalents, restricted cash, cash equivalents, and bank time deposits, and short-term investments, as well as our total debt, as of October 31, 2017April 30, 2021 and January 31, 2017:2021:

 October 31, January 31,April 30,January 31,
(in thousands)  2017 2017(in thousands) 20212021
Cash and cash equivalents $312,666
 $307,363
Cash and cash equivalents$359,418 $585,273 
Restricted cash and bank time deposits (excluding long term portions) 63,326
 9,198
Restricted cash and cash equivalents, and restricted bank time deposits (excluding long term portions)Restricted cash and cash equivalents, and restricted bank time deposits (excluding long term portions)389,795 15 
Short-term investments 6,411
 3,184
Short-term investments668 46,300 
Total cash, cash equivalents, restricted cash and bank time deposits, and short-term investments $382,403
 $319,745
Total debt, including current portion $770,558
 $748,871
Total cash, cash equivalents, restricted cash and cash equivalents, restricted bank time deposits, and short-term investmentsTotal cash, cash equivalents, restricted cash and cash equivalents, restricted bank time deposits, and short-term investments$749,881 $631,588 
Total debt, including current portionsTotal debt, including current portions$792,501 $789,494 
 
Capital Allocation Framework

As noted above, after cash utilization required for working capital, capital expenditures, required debt service, and dividends on the convertible preferred stock, we expect that our primary usage of cash will be for business combinations, repayment of outstanding indebtedness, and/or stock repurchases.

Condensed Consolidated Cash Flow Activity

The following table summarizes selected items from our condensed consolidated statements of cash flows for the three months ended October 31, 2017April 30, 2021 and 2016:2020:
 Three Months Ended
April 30,
(in thousands)20212020
Net cash provided by operating activities from continuing operations$37,709 $45,319 
Net cash provided by investing activities from continuing operations39,273 2,523 
Net cash (used in) provided by financing activities from continuing operations(20,056)114,739 
Effect of foreign currency exchange rate changes on cash and cash equivalents218 (3,106)
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents from discontinued operations(8,007)37,429 
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents$49,137 $196,904 
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  Nine Months Ended
October 31,
(in thousands) 2017 2016
Net cash provided by operating activities $96,174
 $71,689
Net cash used in investing activities (88,693) (80,632)
Net cash used in financing activities (1,420) (42,189)
Effect of foreign currency exchange rate changes on cash and cash equivalents (758) (5,144)
Net increase (decrease) in cash and cash equivalents $5,303
 $(56,276)


Our operating activities from continuing operations generated $96.2$37.7 million of cash during the ninethree months ended October 31, 2017,April 30, 2021, which was supplemented by $39.3 million of net cash provided by investing activities from continuing operations, and partially offset by $90.1$20.1 million of net cash used in combined investing and financing activities from continuing operations during this period. Further discussion of these items appears below.


Net Cash Provided by Operating Activities from Continuing Operations
 
Net cash provided by operating activities is driven primarily by our net income or loss, as adjusted for non-cash items and working capital changes. Operating activities from continuing operations generated $96.2$37.7 million of net cash during the ninethree months ended October 31, 2017,April 30, 2021, compared to $71.7$45.3 million generated during the ninethree months ended October 31, 2016.April 30, 2020. Our decreased operating cash flow in the current period was primarily due to $12.8 million of higher combined interest and net income tax payments, a $3.0 million increase in the non-financing portion of payments under contingent consideration arrangements, and a less favorable impact on operating cash flow from changes in operating assets and liabilities as compared to the prior period, partially offset by higher net income and a more favorable impact from the net effect of non-cash items in the current period as compared to the prior period.


Our cash flow from operating activities can fluctuate from period to period due to several factors, including the timing of our billings and collections, the timing and amounts of interest, income tax and other payments, and our operating results.
 
Net Cash Used inProvided by Investing Activities from Continuing Operations


During the ninethree months ended October 31, 2017,April 30, 2021, our investing activities used $88.7from continuing operations provided $39.3 million of net cash, including $28.1$45.6 million of net cash utilized for business acquisitions, $27.4sales and maturities of short-term investments, partially offset by $6.3 million of payments for property, equipment and capitalized software development costs, $3.1 million of net purchases of short-term investments, and $30.2costs.

During the three months ended April 30, 2020, our investing activities provided $2.5 million of net cash, used by other investing activities, consisting primarily of a net increase in restricted cash and bank time deposits during the period. Restricted cash and bank time deposits are typically deposits used to secure bank guarantees in connection with sales contracts, the amounts of which will fluctuate from period to period. However, the net increase in restricted cash and bank time deposits during the nine months ended October 31, 2017 resulted primarily from the deposit of approximately $35.0 million into an escrow account in connection with an immaterial business combination that closed in November 2017. This escrow deposit is classified within restricted cash and bank time deposits at October 31, 2017.

During the nine months ended October 31, 2016, our investing activities used $80.6$9.0 million of net cash, including $72.3 millionsales and maturities of net cash utilized for business acquisitions, $22.3short-term investments, partially offset by $6.5 million of payments for property, equipment and capitalized software development costs, and $31.7 million of net cash used in other investing activities, consisting primarily of an increase in restricted cash and bank time deposits during the period. The increase in restricted cash and bank time deposits during the nine months ended October 31, 2016 reflected increased restricted cash associated with several large sales contracts. Partially offsetting those uses were $45.7 million of net proceeds from sales and maturities of short-term investments.costs.


We had no significant commitments for capital expenditures at October 31, 2017.April 30, 2021.



Net Cash Used in(Used in) Provided by Financing Activities
 
For the ninethree months ended October 31, 2017,April 30, 2021, our financing activities used $1.4$20.1 million of net cash. On June 29, 2017, we entered into the 2017 Credit Agreement with certain lenders,cash, primarily due to $310.1 million of repayments of borrowings under which we received net proceeds of $424.5 million from the 2017 Term Loan, the majority of which was used to repay all $406.9 million owed under the 2014 Term Loans at June 29, 2017 upon termination of the Prior Credit Agreement. Additionally, we made a $1.1 million quarterly principal payment on our 2017 Term Loan, during$114.7 million of net cash transferred to Cognyte upon the three months ended October 31, 2017. Other financing activities duringcompletion of the nine months ended October 31, 2017 included $7.1Spin-Off, $75.0 million of payments to repurchase common stock, $41.0 million of payments to purchase the capped calls in connection with the issuance of our 2021 Notes, $16.5 million paid to terminate our interest rate swap, $9.4 million paid for debtdebt-related issuance costs, $7.2fees, $5.2 million of payments of Series A Preferred Stock dividends, $2.9 million for the financing portion of payments under contingent consideration arrangements related to prior business combinations, and a $0.7$0.5 million dividend payment to a noncontrolling shareholder of onefinance lease payments, partially offset by $315.0 million of net proceeds from the issuance of our subsidiaries.2021 Notes, $200.0 million of net proceeds from the issuance of preferred stock, and $40.2 million of a dividend and other settlements received from Cognyte in connection with the Spin-Off during the period.


For the ninethree months ended October 31, 2016,April 30, 2020, our financing activities used $42.2generated $114.7 million of net cash, the most significant portions of which were payments of $35.9primarily due to a $155.0 million increase in borrowings under our revolving credit facility, partially offset by $36.8 million of purchasespayments to repurchase common stock, $1.9 million repayments of treasury stock under our share repurchase program,borrowings and $3.2other financing obligations, $1.3 million for the financing portion of payments under contingent consideration arrangements related to prior business combinations.combinations, and $0.2 million of distributions and dividends to a noncontrolling shareholder of one of our subsidiaries.

Liquidity and Capital Resources Requirements
 
Based on past performance and current expectations, we believe that our cash, cash equivalents, short-term investments and cash generated from operations will be sufficient to meet anticipated operating costs, required payments of principal and interest, dividends on convertible preferred stock, working capital needs, ordinary course capital expenditures, research and development spending, and other commitments for at least the next 12 months. Currently, we have no plans to pay any cash dividends on our common stock, which are not permittedsubject to certain restrictions under our 2017 Credit Agreement.


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Our liquidity could be negatively impacted by a decrease in demand for our products and service and support, including the impact of changes in customer buying behavior due to circumstances over which we have no control.control, including, but not limited to, the effects of the COVID-19 pandemic. If we determine to make additional business acquisitions or otherwise require additional funds, we may need to raise additional capital, which could involve the issuance of additional equity or debt securities.securities or increase our borrowings under our credit facility.


On March 29, 2016,December 4, 2019, we announced that our board of directors had authorized a sharestock repurchase program whereby we may makewere authorized to repurchase up to $150$300.0 million in purchases of our outstanding shares of common stock over the two years followingperiod ending on February 1, 2021. During the dateyear ended January 31, 2021, we acquired approximately 613,000 shares of announcement. Underour common stock at a cost of $34.0 million under this program. Total repurchases under the shareprogram, which expired on February 1, 2021, were $150.1 million.

On March 31, 2021, we announced that our board of directors had authorized a new stock repurchase program purchases can be made from timewhereby we were authorized to time usingrepurchase up to a varietynumber of methods, which may include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations, including the amount of cash generated in the U.S. and other potential uses of cash, such as acquisitions. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The authorization of the share repurchase program does not obligate us to acquire any particular amountshares of common stock andapproximately equal to the program maynumber of shares to be suspended or discontinued at any time.

We did not acquire anyissued as equity compensation during the fiscal year ending January 31, 2022. During the three months ended April 30, 2021, we acquired approximately 1,600,000 shares of treasuryour common stock during the nine months ended October 31, 2017at a cost of $75.4 million under this program.program, of which $0.4 million was settled in cash in May 2021. No further repurchases are expected under this program for the year ending January 31, 2022.


Financing Arrangements


0.25% Convertible Senior Notes

On April 9, 2021, we issued $315.0 million in aggregate principal amount of 0.25% convertible senior notes due April 15, 2026 (the “2021 Notes”), 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, 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 April 30, 2021, the 2021 Notes were not convertible.

Based on the closing market price of our common stock on April 30, 2021, the if-converted value of the 2021 Notes was less than their aggregate principal amount.

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 intended generally 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. The Capped Calls have the economic effect of increasing the conversion price of the 2021 Notes from $62.08 per share to $100.00 per share. 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 April 30, 2021, no Capped Calls have been exercised.

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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 $41.0 million for the Capped Calls, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital.

1.50% Convertible Senior Notes


On June 18, 2014, we issued $400.0 million in aggregate principal amount of 1.50% convertible senior notes due June 1, 2021 unless earlier converted by(the "2014 Notes"). Net proceeds from the holders pursuant to their terms.2014 Notes after underwriting discounts were $391.9 million. The 2014 Notes paypaid interest in cash semiannually in arrears at a rate of 1.50% per annum.


The 2014 Notes were issued concurrently with our public issuance of 5,750,000 shares of common stock, the majority of the combined net proceeds of which were used to partially repay certain indebtedness under our Credit Agreement, as further described below.a prior credit agreement.


The Notes are unsecured and rank senior in rightOn February 26, 2021, we deposited approximately $390.0 million of payment to our indebtedness that is expressly subordinated in right of payment tocash, representing the Notes; equal in right of payment to our indebtedness that is not so subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extentfull 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, we used the escrowed cash to settle the principal amount, including the final interest payment, and the incremental conversion value of the assets securing such indebtedness; and structurally subordinated to indebtedness and other liabilities of our subsidiaries.

The Notes are convertible into, at our election, cash,$57.7 million was settled with approximately 1,250,000 shares of common stock, orstock.

As of January 31, 2021, the 2014 Notes had a combination of both, subject to satisfaction of specified conditions and during specified periods, as described below. If converted, we currently intend to pay cash in respect of the principal amount.

The conversion price of the Notes at any time is equal to $1,000 divided by the then-applicable conversion rate. The Notes have an initial conversion rate of 15.5129 shares of common stock per $1,000 principal amount of 2014 Notes, which representsrepresented an initial effective conversion price of approximately $64.46 per share of common stock and would resulthave resulted in the issuance of approximately 6,205,0006,002,000 shares of common stock if all of the 2014 Notes were converted. Throughout the termAs a result of the Notes,Spin-Off, the conversion rate may bewas adjusted upon the occurrenceto 24.6622 shares of certain events.

Holders may surrender their Notes for conversion at any time prior to the close of business on the business day immediately preceding December 1, 2020, only under the following circumstances:

during any calendar quarter commencing after the calendar quarter ending on September 30, 2014, if the closing sale price of our common stock for at least 20 trading days (whether or not consecutive) in the periodper $1,000 principal amount of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, is more than 130% of the2014 Notes, which represents an effective conversion price of $40.55 per share of common stock and would have resulted in the Notes in effect on each applicable trading day;

during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Notes for each such trading day was less than 98%issuance of approximately 9,541,000 shares of common stock if all of the 2014 Notes had been converted. Based on the closing salemarket price of our common stock on such date multiplied byApril 30, 2021, the then-current conversion rate; or

upon the occurrence of specified corporate events, as described in the indenture governing the Notes, such as a consolidation, merger, or binding share exchange.

On or after December 1, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may surrender their Notes for conversion regardless of whether anyif-converted value of the foregoing conditions have been satisfied. Holders of2014 Notes was approximately $76.5 million greater than the Notes may require us to purchase for cash all or any portion of their Notes upon the occurrence of a “fundamental change” at a price equal to 100% of theaggregate principal amount of the 2014 Notes.

During the year ended January 31, 2021, we repurchased $13.1 million principal amount of our 2014 Notes being purchased, plus accrued and unpaid interest.

in open market transactions for an aggregate of $13.0 million in cash. As of October 31, 2017,April 30, 2021, the outstanding principal of the Notes was $386.9 million, which is classified within current maturities of long-term debt on our consolidated balance sheet as the Notes were not convertible.due June 1, 2021.


Note Hedges and Warrants


Concurrently with the issuance of the 2014 Notes, we entered into convertible note hedge transactions (the "Note Hedges"“Note Hedges”) and sold warrants (the "Warrants"“Warrants”). ThePrior to the Spin-Off, the combination of the Note Hedges and the Warrants servesserved 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 the 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 are 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 havehad 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 equalsequaled the initial conversion price of the 2014 Notes. Our exercise rights under the Note Hedges generally trigger upon conversionAs a result of the Notes andSpin-Off, on February 1, 2021, the Note Hedges terminate upon maturitycall 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 was equal to the adjusted conversion price of the Notes, or the first day the Notes are no longer outstanding.2014 Notes. The Note Hedges may becould have been settled in cash, shares of our common stock, or a combination thereof, at our option, and arewere intended to reduce our exposure to potential dilution upon conversion of the 2014 Notes. Our exercise rights under the Note Hedges were automatically triggered upon conversion of the 2014 Notes and the Note Hedges terminated upon maturity of the 2014 Notes on June 1, 2021. In connection with the maturity of the 2014 Notes, we received approximately 1,250,000 shares of common stock from the counterparties under the Note Hedges, which we used to offset the potential dilution resulting from the 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. We paid $60.8 million for the Note Hedges, which was recorded as a reduction to additional paid-in capital. As of October 31, 2017,April 30, 2021, we had not purchased any shares of our common stock under the Note Hedges.


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The 2014 Note repurchases executed during the year ended January 31, 2021 described above did not change the number of common shares subject to the Note Hedges as the counterparties agreed 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 related to the reimbursement for the in-the-money portion of the Repurchased 2014 Notes under the Note Hedge agreement.

Warrants


We sold the Warrants to several counterparties. The Warrants provide 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 Warrants now provide the counterparties rights to acquire from us up to approximately 9,865,000 shares of our common stock at a price of $47.18 per share. The Warrants expire incrementally on a series of expiration dates beginning in August 2021. At expiration, if the market price per share of our common stock exceeds the strike price of the Warrants, we will be obligated to issue shares of our common stock having a value equal to such excess. The proceedsOur Warrants would have a dilutive effect on our diluted per share calculations to the extent that we earned income for the applicable period and the average market value of our common stock exceeds the strike price of the Warrants. Proceeds from the sale of the Warrants were $45.2 million and were recorded as additional paid-in capital. As of October 31, 2017,April 30, 2021, no Warrants had been exercised and all Warrants remained outstanding.


Credit Agreements
 

On June 29, 2017, we entered into a new Credit Agreement (the “2017 Credit Agreement”)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 Prior“2017 Credit Agreement.Agreement”).


The 2017 Credit Agreement currently 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 April 30, 2021 and January 31, 2021, respectively, and a $300.0 million revolving credit facility maturing on June 29, 2022April 9, 2026 (the “2017“2021 Revolving Credit Facility”), subject to increase and reduction from time to time according to the terms of the 2017 Credit Agreement.

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.

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 condensed consolidated statement of operations for the three months ended April 30, 2021.

On April 9, 2021, we amended the 2017 Credit Agreement (the “2021 Amendment”), pursuant to which we refinanced our $300.0 million 2017 Revolving Credit Facility, which would have matured on June 29, 2022, with the $300.0 million 2021 Revolving Credit Facility. The 2021 Amendment also provides that for purposes of the acceleration of the maturity of the 2017 Term Loan and 2021 Revolving Credit Facility, neither the 2014 Notes nor the 2021 Notes will be deemed to be outstanding if such notes are cash collateralized in accordance with the 2017 Credit Agreement. As noted above, we cash collateralized the 2014 Notes prior to settlement, and we currently intend to cash collateralize, or otherwise refinance or repurchase, the 2021 Notes prior to their maturity.

The maturity dates of the 2017 Term Loan and 2017 Revolving Credit Facility will bewould have been accelerated to March 1, 2021 if on such date any 2014 Notes remain outstanding.
The majorityremained 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 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 if such 2014 Notes were cash collateralized in accordance with the 2017 Credit Agreement for purposes of the proceeds fromdetermination of the maturity dates of the 2017 Term Loan were used to repay all $406.9 million owed underand the 2014 Term Loans at June 29, 2017 upon termination of the Prior Credit Agreement. There were no borrowings under the Prior Revolving Credit Facility at June 29, 2017.discussed above. 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. In connection with, the maturity of the 2014 Notes, we used the escrowed cash to settle the principal amount, including the final interest payment, and the incremental conversion value of $57.7 million was settled with approximately 1,250,000 shares of our common stock.

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As of October 31, 2017,April 30, 2021, the interest rate on the 2017 Term Loan was 3.56%2.12%. 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 3.74%2.32% at October 31, 2017.April 30, 2021. As of January 31, 20172021, the weighted-average interest rate on the 2014 Terms Loans was 3.58%.
On February 11, 2016, 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 term loans, under which we will pay interest at a fixed rate of 4.143% and receive variable interest of three-month LIBOR (subject to a minimum of 0.75%), plus a spread of 2.75%, on a notional amount of $200.0 million. Although the Prior Credit Agreement was terminated on June 29, 2017, the interest rate swap agreement remains in effect, and serves as an economic hedge to partially mitigate the risk of higher borrowing costs under our 2017 Credit Agreement resulting from increases in market interest rates. The interest rate swap agreement is no longer formally designated as a cash flow hedge for accounting purposes, and therefore settlements are reported within other income (expense), net on the condensed consolidated statement of operations, not within interest expense.

The 2017 Term Loan requires quarterly principal payments of approximately $1.1 million, which commenced on August 1,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, we are required to pay a commitment fee with respect to unused availability under the remaining balance due on June 29, 2024. 2017 Revolving Credit Facility at rates per annum determined by reference to our Leverage Ratio.

Optional prepayments of loans under the 2017 Credit Agreement are generally permitted without premium or penalty.

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. At October 31, 2017,April 30, 2021, our Leverage Ratio was approximately 2.81.1 to 1. The limitations imposed by the covenants are subject to certain exceptions as detailed in the 2017 Credit Agreement.
Contractual Obligations

Our Annual Report on Form 10-KThe 2017 Credit Agreement provides for the year ended January 31, 2017 includes a table summarizingevents 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 contractual obligations of approximately $1.1 billion as of January 31, 2017, including approximately $900 million for long-term debt obligations, including projected future interest. That table appearsowed under Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the report. As described above under "Financing Arrangements", during the nine months ended October 31, 2017, we entered into the 2017 Credit Agreement may be declared immediately due and terminatedpayable, and the lenders’ commitments to make loans under the 2017 Credit Agreement may be terminated.

Interest Rate Swap

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, 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 Credit Agreement.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 condensed consolidated balance sheet and were reclassified into the condensed 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 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 tax, at May 1, 2020 that were previously recorded as a component of accumulated other comprehensive loss, were being amortized to interest expense in the condensed consolidated statement of operations over the remaining term of the 2018 Swap, as the hedged interest payments occur.

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. Upon settlement, we recorded an unrealized gain of $1.3 million in other income (expense), net to adjust the interest rate 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 condensed consolidated statement of operations for the three months ended April 30, 2021. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and included within other liabilities on our condensed consolidated balance sheet as of April 30, 2021.

Contractual Obligations

Our principal commitments primarily consist of long-term debt, dividends on convertible preferred stock, leases for office space and open non-cancellable purchase orders. As of April 30, 2021, our total operating lease liabilities were $66.0 million, of
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which $14.6 million is included within accrued expenses and other current liabilities (current portions), and $51.4 million is included as operating lease liabilities (long-term portions), on our condensed consolidated balance sheets. We have no current plans to lease significant additional office space and many of our existing lease agreements provide us with the option to renew.

As of April 30, 2021, our unconditional purchase obligations including projected futuretotaled approximately $161.8 million. Our purchase obligations are primarily commitments to vendors for the procurement of goods and services in the ordinary course of business, commitments with contract manufacturers, and data center hosting services. Agreements to purchase goods or services that have cancellation provisions with no penalties are excluded from these purchase obligations.

It is not our business practice to enter into off-balance sheet arrangements. However, in the normal course of business, we enter into contracts in which we make representations and warranties that guarantee the performance of our products and services. Historically, there have been no significant losses related to such guarantees.

Our consolidated balance sheet at April 30, 2021 included $15.0 million of non-current tax reserves, net of related benefits (including interest (assuming future interest rates remain consistent with current interest rates), have increased from approximately $900 million at January 31, 2017and penalties of $3.1 million) for uncertain tax positions. We do not expect to approximately $950 million at October 31, 2017. Detailsmake any significant payments for these uncertain tax positions within the next 12 months.

For additional information regarding our long-term debt, obligations are providedconvertible preferred stock, and our commitments and contingencies, see Note 7, “Long-Term Debt,” Note 9, “Convertible Preferred Stock,” and Note 15, “Commitments and Contingencies” in Note 6, "Long-Term Debt"the notes to our condensed consolidated financial statements included underin Item I, Part I, Item 1 of this report.

Other than the impact of the transactions described above, we believe that our contractual obligations and commercial commitments did not materially change during the nine months ended October 31, 2017.

Contingent Payments Associated with Business Combinations
 
In connection with certain of our business combinations, we have agreed to make contingent cash payments to the former owners of the acquired companies based upon achievement of performance targets following the acquisition dates.


For the ninethree months ended October 31, 2017,April 30, 2021, we made $9.4$7.6 million of payments under contingent consideration arrangements. As of October 31, 2017,April 30, 2021, potential future cash payments, and earned consideration expected to be paid, subsequent to October 31, 2017April 30, 2021 under contingent consideration arrangements total $101.8$15.6 million, the estimated fair value of which was $48.7$8.3 million,

including $10.9$5.2 million reported in accrued expenses and other current liabilities, and $37.8$3.1 million reported in other liabilities. The performance periods associated with these potential payments extend through January 2022.
 
Off-Balance Sheet Arrangements
As of October 31, 2017, we did not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Recent Accounting Pronouncements


For a description of recent accounting pronouncements, and the potential impact of these pronouncements on our condensed consolidated financial statements, see Note 1, “Basis of Presentation and Significant Accounting Policies” to the condensed consolidated financial statements in Part I, Item 1 of this report.




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. We are exposed to market risk related to changes in interest rates and foreign currency exchange rate fluctuations. To manage the volatility relating to interest rate and foreign currency risks, we periodically enter into derivative instruments including foreign currency forward exchange contracts and interest rate swap agreements. It is our policy to enter intouse derivative transactionsinstruments only to the extent considered necessary to meet our risk management objectives. We use derivative instruments solely to reduce the financial impact of these risks and do not use derivative instruments for speculative purposes.


Interest Rate Risk on Our Debt

On June 29, 2017, we entered into the 2017 Credit Agreement with certain lenders and terminated our Prior Credit Agreement.
The 2017 Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan maturingbears interest at variable rates based on June 29, 2024 (the “2017 Term Loan”) and a $300.0 million revolving credit facility maturing on June 29, 2022 (the “2017 Revolving Credit Facility”), subject to increase and reduction from time to time according to the terms of the 2017 Credit Agreement.

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),LIBOR plus in each case a margin. The margin for the 2017 Term Loan is fixed at 2.25%2.00% for Eurodollar loans, and at 1.25%1.00% for ABR loans. For loans under the 20172021 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. Because the interest rates applicable to borrowings under the 2017 Credit Agreement are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing.

As of October 31, 2017, the interest rate on 2017 Term Loan was 3.56%. There were no borrowings outstanding under the 2017 Revolving Credit Facility at that date.


To partially mitigate risks associated with the variable interest ratesrate on the term loan borrowings under our Prior Credit Agreement,2017 Term Loan, in February 2016April 2018, we executed a pay-fixed, receive-variable interest rate swap agreement, with a multinational financial institution under which we pay interest at a fixed rate of 4.143% and receive variable interest of three-month LIBOR (subjectwas originally set to a minimum of 0.75%), plus a spread of 2.75%, on a notional amount of $200.0 million. Although the Prior Credit Agreement was terminatedexpire on June 29, 2017,2024. On April 13, 2021, we paid $16.5 million to the counterparty to early-settle the interest rate swap agreement remains in effect, and serves as an economic hedge to partially mitigate theour interest rate risk exposure had been significantly reduced as we repaid $309.0 million of higher borrowing costs under our 2017 Credit Agreement resulting from increasesTerm Loan, reducing the outstanding balance to $100 million, during the three months ended April 30, 2021.

The Financial Conduct Authority of the United Kingdom plans to phase out LIBOR by the end of 2021, and we are considering the impact the planned phase out would have on this facility. The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate (“SOFR”) as its recommended alternative to LIBOR. However, it is currently uncertain what, if any, alternative reference interest rates, including SOFR, or other reforms will be enacted in market interest rates. The interest rate swap agreementresponse to the planned phase out, and we cannot assure you that an alternative to LIBOR (on which the Eurodollar Rate is no longer formally designated as a cash flow hedge for accounting purposes, and therefore settlements are reported within other income (expense), net on the condensed consolidated statement of operations, not within interest expense.based) that we find acceptable will be available to us.

Settlements with the counterparty under the interest rate swap agreement occur quarterly, and the agreement will terminate on September 6, 2019.


The section entitled "Quantitative“Quantitative and Qualitative Disclosures About Market Risk"Risk” under Part II, Item 7A of our Annual Report on Form 10-K for the year ended January 31, 20172021 provides detailed quantitative and qualitative discussions of the market risks

affecting our operations. Other than as described above under "Interest“Interest Rate Risk on Our Debt",Debt” and the market risk that is created by the global market disruptions and uncertainties resulting from COVID-19, we believe that our market risk profile did not materially change during the ninethree months ended October 31, 2017.April 30, 2021.




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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of October 31, 2017.April 30, 2021. Disclosure controls and procedures are those controls and other procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of October 31, 2017.April 30, 2021.

Changes in Internal Control Over Financial Reporting


During the three months ended April 30, 2021, we shifted from hosting our existing global Oracle-based enterprise resource planning (“ERP”) system on premises to a hosted cloud platform. There was no significant change in processes and controls that resulted from this change. We also deployed a new Human Capital Management (“HCM”) system with Oracle Cloud HCM. As a result of this system change, modifications to the specific processes and controls that are supported by the data within the HCM system were made to adapt to the changes arising from the new system.

There were no other changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended October 31, 2017,April 30, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Due to the COVID-19 pandemic, a significant number of our employees are still working from home. The design of our financial reporting processes, systems, and controls allows for remote execution with accessibility to secure data.

Inherent Limitations on Effectiveness of Controls


Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be achieved. Further, the design of a control system must reflect the impact of resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the possibility that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by individual acts, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all possible conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part II


Item 1. Legal Proceedings


See Note 13, "Commitments15, “Commitments and Contingencies"Contingencies” of the Notes to the condensed consolidated financial statements under Part I, Item 1 for information regarding our legal proceedings.




Item 1A.Risk Factors

ThereOther than as discussed below, there have been no material changes to the Risk Factors described in Part I "Item“Item 1A. Risk Factors"Factors” in our Annual Report on Form 10-K for the year ended January 31, 2017.2021. In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in our Annual Report on Form 10-K, which could materially affect our business, financial condition, or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing us, however. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition, or operating results in the future.



We have a significant amount of indebtedness, which exposes us to leverage risks and subjects us to covenants which may adversely affect our operations.

As of April 30, 2021, we had total outstanding indebtedness of approximately $801.9 million under our 2017 Credit Agreement, our 2014 Notes, and our 2021 Notes. In addition, we have the ability to borrow additional amounts under our 2017 Credit Agreement, including the revolving credit facility, for a variety of purposes, including, among others, acquisitions and stock repurchases. On May 28, 2021, we repaid the full amount (of approximately $390.0 million) of principal and the final interest payment due under the 2014 Notes.

Our leverage position may, among other things:

limit our ability to obtain additional debt financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes;

require us to dedicate a substantial portion of our cash flow from operations to debt service, reducing the availability of our cash flow for other purposes;

require us to repatriate cash for debt service from our foreign subsidiaries resulting in dividend tax costs or require us to adopt other disadvantageous tax structures to accommodate debt service payments; or

increase our vulnerability to economic downturns, limit our ability to capitalize on significant business opportunities, and restrict our flexibility to react to changes in market or industry conditions.

In addition, because our indebtedness under our 2017 Credit Agreement bears interest at a variable rate, we are exposed to risk from fluctuations in interest rates. 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. The Financial Conduct Authority of the United Kingdom plans to phase out LIBOR by the end of 2021, though the ICE Benchmark Administration, the administrator of LIBOR, announced that it would consider ceasing the publication of the one week and two-month U.S. dollar LIBOR settings at the end of 2021 and phase out the remaining U.S. dollar LIBOR settings by June 30, 2023. The transition from LIBOR to a new replacement benchmark is uncertain at this time and the consequences of such developments cannot be entirely predicted but could result in an increase in the cost of our borrowings under our existing credit facility and any future borrowings.

The revolving credit facility under our 2017 Credit Agreement contains a financial covenant that requires us to satisfy a leverage ratio test. Our ability to comply with the leverage ratio covenant is dependent upon our ability to continue to generate sufficient earnings each quarter, or in the alternative, to reduce expenses and/or reduce the level of our outstanding debt, and we cannot assure that we will be successful in any or all of these regards.

Our 2017 Credit Agreement also includes several restrictive covenants which limit our ability to, among other things:

incur additional indebtedness or liens or issue preferred stock;

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pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness;

engage in transactions with affiliates;

engage in sale-leaseback transactions;

sell certain assets;

change our lines of business;

make investments, loans, or advances; and

engage in consolidations, mergers, liquidations, or dissolutions.

These covenants could limit our ability to plan for or react to market conditions, to meet our capital needs, or to otherwise engage in transactions that might be considered beneficial to us.

If certain events of default occur under our 2017 Credit Agreement, our lenders could declare all amounts outstanding to be immediately due and payable. An acceleration of indebtedness under our 2017 Credit Agreement may also result in an event of default under the indenture governing the 2021 Notes. Additionally, if a change of control as defined in our 2017 Credit Agreement were to occur, the lenders under our credit facilities would have the right to require us to repay all our outstanding obligations under the facilities.

In connection with the maturity of our debt obligations or if any of the events described above were to occur, we may need to seek an amendment of and/or waiver under our debt agreements, raise additional capital through securities offerings, asset sales, or other transactions, or seek to refinance or restructure our debt. In such a case, there can be no assurance that we will be able to consummate such a transaction on reasonable terms or at all.

We consider other financing and refinancing options from time to time; however, we cannot assure you that such options will be available to us on reasonable terms or at all. If one or more rating agencies were to downgrade our credit ratings, that could also impede our ability to refinance our existing debt or secure new debt, increase our future cost of borrowing, and create third-party concerns about our financial condition or results of operations.

The prices of our common stock and the 2021 Notes may be volatile and your investment could lose value.

The prices of our common stock and the 2021 Notes may be volatile. Those prices could be affected by any of the Risk Factors described in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2021. In addition, other factors that could impact the prices of our common stock and/or the 2021 Notes include:

announcements by us or our competitors regarding, among other things, strategic changes, expectations regarding our cloud transition, new products, product enhancements or technological advances, acquisitions, major transactions, significant litigation or regulatory matters, stock repurchases, or management changes;

press or analyst publications, including with respect to changes in recommendations or earnings estimates or growth rates by financial analysts, changes in investors’ or analysts’ valuation measures for our securities, our credit ratings, speculation regarding strategy or M&A, or market trends unrelated to our performance;

stock sales by our directors, officers, or other significant holders, or stock repurchases by us;

hedging or arbitrage trading activity by third parties, including by the counterparties to the Capped Call transactions that we entered into in connection with the issuance of the 2021 Notes; and

dilution that may occur upon any conversion of the 2021 Notes.

A significant drop in the price of our common stock or the 2021 Notes could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management’s attention and resources, which could adversely affect our business.

Apax owns a substantial portion of our equity and its interests may not be aligned with yours.
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On December 4, 2019, we announced that the Apax Investor, an affiliate of Apax Partners, would make an investment in us in an amount of up to $400 million. Under the terms of the Investment Agreement, on May 7, 2020, the Apax Investor purchased $200.0 million of our Series A Preferred Stock. In connection with the completion of the Spin-Off, on April 6, 2021, the Apax Investor purchased $200.0 million of our Series B Preferred Stock. As of April 30, 2021, Apax’s ownership in us on an as-converted basis is approximately 12.9%. Additionally, under the Investment Agreement, Apax has the right to designate one director to our Board and the right to mutually select with us a second independent director. Circumstances may occur in which the interests of Apax could conflict with the interests of our other stockholders. For example, the existence of Apax as a significant stockholder and Apax’s board appointment rights may have the effect of limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of the Company.


Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds


Unregistered Sales of Equity Securities and Use of Proceeds

On April 6, 2021, we completed the sale of 200,000 shares of our Series B Preferred Stock to the Apax Investor for an aggregate purchase price of $200.0 million in a private placement that was exempt from registration under the Securities Act. See Note 9, "Convertible Preferred Stock" in our notes to our unaudited condensed consolidated financial statements for more information regarding our Preferred Stock.

On April 9, 2021, we issued $315.0 million in aggregate principal amount of our 2021 Notes. The 2021 Notes were sold to the initial purchasers in a private placement that was exempt from registration under the Securities Act. See Note 7, "Long-Term Debt" in our notes to our unaudited condensed consolidated financial statements for more information regarding our 2021 Notes.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


On March 29, 2016,31, 2021, we announced that our board of directors had authorized a sharenew stock repurchase program whereby we may makewere authorized to repurchase up to $150 million in purchasesa number of our outstanding shares of common stock overapproximately equal to the two years followingnumber of shares to be issued as equity compensation during the date of announcement. Under the share repurchase program, purchases can be made from time to time using a variety of methods, which may include open market purchases. The specific timing, price and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations, including the amount of cash generated in the U.S. and other potential uses of cash, such as acquisitions. Purchases may be made through a Rule 10b5-1 plan pursuant to pre-determined metrics set forth in such plan. The authorization of the share repurchase program does not obligate us to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time. There was no share repurchase activity duringfiscal year ending January 31, 2022. During the three months ended OctoberApril 30, 2021, we acquired 1,600,000 shares of common stock at a cost of $75.4 million under this program. No further repurchases are expected under this program for the year ending January 31, 2017.2022.


We periodically purchaseFrom time to time, we have purchased treasury stock from directors, officers, and other employees to facilitate income tax withholding and payment requirements upon vesting of equity awards during a company-imposedCompany-imposed trading blackout or lockup periods. There was no suchShare repurchase activity during the three months ended October 31, 2017.April 30, 2021 was as follow:



PeriodTotal Number Shares PurchasedAverage Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that My Yet Be Purchased Under the Plans or Programs
(in thousands)
February 1, 2021 - February 28, 2021— $— — $— 
March 1, 2021 - March 31, 20211,436 47.50 — — 
April 1, 2021 - April 30, 20211,600,000 47.11 1,600,000 — 
1,601,436 $47.11 1,600,000 $— 

(1) Represents the approximate weighted-average price paid per share.

Item 3. Defaults Upon Senior Securities


None.




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Item 4. Mine Safety Disclosures
 
Not applicable.




Item 5. Other Information


Not applicable.

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Item 6.  Exhibits


The following exhibit list includes agreements that we entered into or that became effective during the three months ended October 31, 2017:
April 30, 2021:
NumberDescription
Filed Herewith /

Incorporated by

Reference from
101.INSXBRL Instance DocumentFiled herewith
101.SCHXBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
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101.LABNumberDescriptionFiled Herewith /
Incorporated by
Reference from
101.LABXBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
 
(1)These exhibits are being "furnished"“furnished” with this periodic report and are not deemed "filed"“filed” with the SEC and are not incorporated by reference in any filing of the company under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.



* Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 6 of this report.

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Signature




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Verint Systems Inc.
December 6, 2017June 9, 2021/s/ Douglas E. Robinson
Douglas E. Robinson
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)



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