Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Mar. 13, 2015 | Jul. 31, 2014 |
Document And Entity Information | |||
Entity Registrant Name | VERINT SYSTEMS INC | ||
Entity Central Index Key | 1166388 | ||
Current Fiscal Year End Date | -30 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Jan-15 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $2,832,767 | ||
Entity Common Stock, Shares Outstanding | 60,904,912 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $285,072 | $378,618 |
Restricted cash and bank time deposits | 36,920 | 6,423 |
Short-term investments | 35,751 | 32,049 |
Accounts receivable, net of allowance for doubtful accounts of $1.1 million and $1.2 million, respectively | 262,092 | 194,312 |
Inventories | 17,505 | 10,693 |
Deferred cost of revenue | 6,722 | 10,818 |
Deferred income taxes | 11,176 | 9,002 |
Prepaid expenses and other current assets | 54,954 | 52,476 |
Total current assets | 710,192 | 694,391 |
Property and equipment, net | 62,490 | 40,145 |
Goodwill | 1,200,817 | 853,389 |
Intangible assets, net | 311,894 | 132,847 |
Capitalized software development costs, net | 10,112 | 8,483 |
Long-term deferred cost of revenue | 14,555 | 9,843 |
Long-term deferred income taxes | 10,778 | 9,783 |
Other assets | 30,158 | 24,026 |
Total assets | 2,350,996 | 1,772,907 |
Current Liabilities: | ||
Accounts payable | 72,885 | 65,656 |
Accrued expenses and other current liabilities | 221,613 | 178,674 |
Current maturities of long-term debt | 23 | 6,555 |
Deferred revenue | 181,259 | 162,124 |
Deferred income taxes | 2,108 | 474 |
Total current liabilities | 477,888 | 413,483 |
Long-term debt | 736,779 | 635,830 |
Long-term deferred revenue | 20,544 | 13,661 |
Long-term deferred income taxes | 30,664 | 13,358 |
Other liabilities | 80,218 | 63,457 |
Total liabilities | 1,346,093 | 1,139,789 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred Stock - $0.001 par value; authorized 2,207,000 shares at January 31, 2015 and 2014, respectively; none issued. | 0 | 0 |
Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 61,253,000 and 53,907,000 shares; outstanding 60,905,000 and 53,605,000 shares at January 31, 2015 and 2014, respectively. | 61 | 54 |
Additional paid-in capital | 1,321,455 | 924,663 |
Treasury stock, at cost - 348,000 and 302,000 shares at January 31, 2015 and 2014, respectively. | -10,251 | -8,013 |
Accumulated deficit | -219,074 | -250,005 |
Accumulated other comprehensive loss | -94,335 | -39,725 |
Total Verint Systems Inc. stockholders' equity | 997,856 | 626,974 |
Noncontrolling interest | 7,047 | 6,144 |
Total stockholders' equity | 1,004,903 | 633,118 |
Total liabilities and stockholders' equity | $2,350,996 | $1,772,907 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts | $1,100 | $1,200 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, authorized (in shares) | 2,207,000 | 2,207,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, issued (in shares) | 61,253,000 | 53,907,000 |
Common stock, outstanding (in shares) | 60,905,000 | 53,605,000 |
Treasury stock, (in shares) | 348,000 | 302,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Revenue: | |||
Product | $487,617 | $416,478 | $389,787 |
Service and support | 640,819 | 490,814 | 449,755 |
Total revenue | 1,128,436 | 907,292 | 839,542 |
Cost of revenue: | |||
Product | 144,870 | 137,558 | 121,748 |
Service and support | 239,274 | 156,593 | 145,444 |
Amortization of acquired technology and backlog | 31,004 | 12,269 | 14,812 |
Total cost of revenue | 415,148 | 306,420 | 282,004 |
Gross profit | 713,288 | 600,872 | 557,538 |
Operating expenses: | |||
Research and development, net | 173,748 | 126,539 | 115,906 |
Selling, general and administrative | 415,266 | 327,385 | 317,637 |
Amortization of other acquired intangible assets | 45,163 | 24,662 | 24,442 |
Total operating expenses | 634,177 | 478,586 | 457,985 |
Operating income | 79,111 | 122,286 | 99,553 |
Other income (expense), net: | |||
Interest income | 1,070 | 963 | 531 |
Interest expense | -36,661 | -29,780 | -31,034 |
Losses on early retirements of debt | -12,546 | -9,879 | 0 |
Other expense, net | -9,571 | -20,275 | -1,286 |
Total other expense, net | -57,708 | -58,971 | -31,789 |
Income before (benefit) provision for income taxes | 21,403 | 63,315 | 67,764 |
(Benefit) provision for income taxes | -14,999 | 4,539 | 8,960 |
Net income | 36,402 | 58,776 | 58,804 |
Net income attributable to noncontrolling interest | 5,471 | 5,019 | 4,802 |
Net income attributable to Verint Systems Inc. | 30,931 | 53,757 | 54,002 |
Dividends on preferred stock | 0 | -174 | -15,472 |
Net income attributable to Verint Systems Inc. common shares | $30,931 | $53,583 | $38,530 |
Net income per common share attributable to Verint Systems Inc. | |||
Basic (in dollars per share) | $0.53 | $1.01 | $0.97 |
Diluted (in dollars per share) | $0.52 | $0.99 | $0.96 |
Weighted-average common shares outstanding | |||
Basic (in shares) | 58,096 | 52,967 | 39,748 |
Diluted (in shares) | 59,374 | 53,878 | 40,312 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Net income | $36,402 | $58,776 | $58,804 |
Other comprehensive income (loss), net of reclassification adjustments: | |||
Foreign currency translation adjustments | -45,600 | 5,283 | 2,002 |
Net unrealized gains on available-for-sale securities | 92 | 9 | 0 |
Net unrealized (losses) gains on derivative financial instruments designated as hedges | -10,547 | -1,227 | 1,993 |
Benefit (provision) for income taxes on net unrealized (losses) gains on derivative financial instruments designated as hedges | 1,070 | 265 | -212 |
Other comprehensive (loss) income | -54,985 | 4,330 | 3,783 |
Comprehensive (loss) income | -18,583 | 63,106 | 62,587 |
Comprehensive income attributable to noncontrolling interest | 5,096 | 4,849 | 5,074 |
Comprehensive (loss) income attributable to Verint Systems Inc. | ($23,679) | $58,257 | $57,513 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Total Verint Systems Inc. Stockholders' Equity | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
In Thousands, except Share data, unless otherwise specified | ||||||||
Balances at Jan. 31, 2012 | $144,295 | $141,425 | $40 | $554,351 | ($7,466) | ($357,764) | ($47,736) | $2,870 |
Balances (in shares) at Jan. 31, 2012 | 38,982,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 58,804 | 54,002 | 54,002 | 4,802 | ||||
Other comprehensive income (loss) | 3,783 | 3,511 | 3,511 | 272 | ||||
Stock-based compensation - equity portion | 20,174 | 20,174 | 20,174 | |||||
Exercises of stock options | 2,222 | 2,222 | 2,222 | |||||
Exercises of stock options (in shares) | 121,000 | 121,000 | ||||||
Common stock issued for stock awards and stock bonuses | 4,073 | 4,073 | 4,073 | 0 | ||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,076,000 | |||||||
Purchases of treasury stock | -615 | -615 | -615 | |||||
Purchases of treasury stock (in shares) | -21,000 | |||||||
Treasury stock retired | 0 | 0 | -68 | -68 | ||||
Dividends to noncontrolling interest | -3,070 | -3,070 | ||||||
Tax effects from stock award plans | 10 | 10 | 10 | |||||
Balances at Jan. 31, 2013 | 229,676 | 224,802 | 40 | 580,762 | -8,013 | -303,762 | -44,225 | 4,874 |
Balances (in shares) at Jan. 31, 2013 | 40,158,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 58,776 | 53,757 | 53,757 | 5,019 | ||||
Other comprehensive income (loss) | 4,330 | 4,500 | 4,500 | -170 | ||||
Stock-based compensation - equity portion | 30,471 | 30,471 | 30,471 | |||||
Exercises of stock options | 10,982 | 10,982 | 10,982 | |||||
Exercises of stock options (in shares) | 384,000 | 384,000 | ||||||
Common stock issued for stock awards and stock bonuses | 2,838 | 2,838 | 1 | 2,837 | ||||
Common stock issued for stock awards and stock bonuses (in shares) | 789,000 | |||||||
Common stock issued for CTI Merger, net | 299,639 | 299,639 | 13 | 299,626 | ||||
Common stock issued for CTI Merger, net (in shares) | 12,274,000 | |||||||
Dividends to noncontrolling interest | -3,579 | -3,579 | ||||||
Tax effects from stock award plans | -15 | -15 | -15 | |||||
Balances at Jan. 31, 2014 | 633,118 | 626,974 | 54 | 924,663 | -8,013 | -250,005 | -39,725 | 6,144 |
Balances (in shares) at Jan. 31, 2014 | 53,605,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 36,402 | 30,931 | 30,931 | 5,471 | ||||
Other comprehensive income (loss) | -54,985 | -54,610 | -54,610 | -375 | ||||
Common stock issued in public offering, net of issuance costs | 264,933 | 264,933 | 6 | 264,927 | ||||
Common stock issued in public offering, net of issuance costs (in shares) | 5,750,000 | |||||||
Equity component of convertible notes, net of issuance costs | 78,209 | 78,209 | 78,209 | |||||
Purchase of convertible note hedges | -60,800 | -60,800 | -60,800 | |||||
Issuance of warrants | 45,188 | 45,188 | 45,188 | |||||
Stock-based compensation - equity portion | 46,963 | 46,963 | 46,963 | |||||
Exercises of stock options | 17,520 | 17,520 | 17,520 | |||||
Exercises of stock options (in shares) | 505,000 | 505,000 | ||||||
Common stock issued for stock awards and stock bonuses | 4,532 | 4,532 | 1 | 4,531 | ||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,091,000 | |||||||
Purchases of treasury stock | -2,238 | -2,238 | -2,238 | |||||
Purchases of treasury stock (in shares) | -46,000 | |||||||
Dividends to noncontrolling interest | -4,193 | -4,193 | ||||||
Tax effects from stock award plans | 254 | 254 | 254 | |||||
Balances at Jan. 31, 2015 | $1,004,903 | $997,856 | $61 | $1,321,455 | ($10,251) | ($219,074) | ($94,335) | $7,047 |
Balances (in shares) at Jan. 31, 2015 | 60,905,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Cash flows from operating activities: | |||
Net income | $36,402 | $58,776 | $58,804 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 99,464 | 55,968 | 57,097 |
Provision for doubtful accounts | 423 | 1,112 | 734 |
Stock-based compensation - equity portion | 46,312 | 30,173 | 21,004 |
Amortization of discount on convertible notes | 6,014 | 0 | 0 |
(Benefit) provision for deferred income taxes | -47,331 | 2,553 | 328 |
Excess tax benefits from stock award plans | -298 | -64 | -139 |
Non-cash (gains) losses on derivative financial instruments, net | -3,986 | -346 | 399 |
Losses on early retirements of debt | 12,546 | 9,879 | 0 |
Other non-cash items, net | 8,928 | -1,964 | -5,297 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | -54,921 | -23,387 | -13,809 |
Inventories | -4,223 | 3,105 | -1,957 |
Deferred cost of revenue | -677 | -6,148 | 11,421 |
Prepaid expenses and other assets | 21,412 | 33,487 | -17,577 |
Accounts payable and accrued expenses | 41,414 | 23,444 | -598 |
Deferred revenue | 24,057 | -1,994 | -6,104 |
Other liabilities | 8,356 | -6,513 | 19,078 |
Other, net | -167 | 203 | 1 |
Net cash provided by operating activities | 193,725 | 178,284 | 123,385 |
Cash flows from investing activities: | |||
Cash paid for business combinations, including adjustments, net of cash acquired | -605,279 | -32,767 | -660 |
Purchases of property and equipment | -23,134 | -15,725 | -16,045 |
Purchases of investments | -21,175 | -197,749 | -13,593 |
Sales and maturities of investments | 13,653 | 178,820 | 0 |
Settlements of derivative financial instruments not designated as hedges | 3,858 | -359 | -270 |
Cash paid for capitalized software development costs | -6,083 | -6,668 | -3,916 |
Change in restricted cash and bank time deposits, including long-term portion | -36,291 | 7,677 | -1,212 |
Other investing activities | -2,384 | 2,575 | 0 |
Net cash used in investing activities | -676,835 | -64,196 | -35,696 |
Cash flows from financing activities: | |||
Proceeds from borrowings, net of original issuance discount | 1,526,750 | 646,750 | 384 |
Repayments of borrowings and other financing obligations | -1,361,852 | -586,126 | -22,035 |
Proceeds from public issuance of common stock | 274,563 | 0 | 0 |
Proceeds from issuance of warrants | 45,188 | 0 | 0 |
Payments for convertible note hedges | -60,800 | 0 | 0 |
Payments of debt issuance and other debt-related costs | -29,164 | -7,754 | -217 |
Proceeds from exercises of stock options | 17,606 | 10,896 | 2,605 |
Cash received in CTI Merger | 0 | 10,370 | 0 |
Dividends paid to noncontrolling interest | -4,193 | -3,579 | -3,070 |
Purchases of treasury stock | -2,238 | 0 | -615 |
Excess tax benefits from stock award plans | 298 | 64 | 139 |
Payments of contingent consideration for business combinations (financing portion) | -10,445 | -16,087 | -6,497 |
Net cash provided by (used in) financing activities | 395,713 | 54,534 | -29,306 |
Effect of exchange rate changes on cash and cash equivalents | -6,149 | 23 | 928 |
Net (decrease) increase in cash and cash equivalents | -93,546 | 168,645 | 59,311 |
Cash and cash equivalents, beginning of period | 378,618 | 209,973 | 150,662 |
Cash and cash equivalents, end of period | $285,072 | $378,618 | $209,973 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Description of Business | |||||||||||||
Unless the context otherwise requires, the terms "Verint", "we", "us", and "our" in these notes to consolidated financial statements refer to Verint Systems Inc. and its consolidated subsidiaries. | |||||||||||||
Verint 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 timely and effective decisions. Today, more than 10,000 organizations in over 180 countries, including over 80 percent of the Fortune 100, use Verint solutions to improve enterprise performance and make the world a safer place. Verint’s vision is to create A Smarter World with Actionable Intelligence®. | |||||||||||||
Our Actionable Intelligence solutions help organizations address three important challenges: Customer Engagement Optimization; Security Intelligence; and Fraud, Risk, and Compliance. We help our customers capture large amounts of information from numerous data types and sources, use analytics to glean insights from the information, and leverage the resulting Actionable Intelligence to help achieve their customer engagement, enhanced security, and risk mitigation goals. | |||||||||||||
Headquartered in Melville, New York, we support our customers around the globe directly and with an extensive network of selling and support partners. | |||||||||||||
Significant Change in Ownership | |||||||||||||
For the periods presented in these consolidated financial statements through and including January 31, 2013, Comverse Technology, Inc. ("CTI"), beneficially owned a majority of our common stock (assuming the conversion of CTI’s preferred stock holdings into common stock) and held a majority of the voting power of our common stock. On February 4, 2013, CTI was merged with and into our new, wholly owned subsidiary, eliminating CTI's majority ownership and control of us (the "CTI Merger"). Further details are provided in Note 15, "Merger with CTI". | |||||||||||||
During the year ended January 31, 2013, CTI did not provide us with material levels of corporate or administrative services. | |||||||||||||
Principles of Consolidation | |||||||||||||
The accompanying consolidated financial statements include the accounts of Verint Systems Inc., our wholly owned subsidiaries, and a joint venture in which we hold a 50% equity interest. This joint venture functions as a systems integrator for Asian markets and is a variable interest entity in which we are the primary beneficiary. The noncontrolling interest in this joint venture is reflected within stockholders’ equity on our consolidated balance sheet, but separately from our equity. Investments in companies in which we have less than a 20% ownership interest and do not exercise significant influence are accounted for at cost. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
Cash primarily consists of cash on hand and bank deposits. Cash equivalents primarily consist of interest-bearing money market accounts, commercial paper, and other highly liquid investments with remaining maturities of 90 days or less when purchased. | |||||||||||||
Restricted Cash and Restricted Bank Time Deposits | |||||||||||||
Restricted cash and restricted bank time deposits are pledged as collateral or otherwise restricted as to use for vendor payables, general liability insurance, workers’ compensation insurance, warranty programs, and other obligations. Restricted bank time deposits generally consist of certificates of deposit with original maturities of between 30 and 360 days. | |||||||||||||
Investments | |||||||||||||
Our investments generally consist of bank time deposits, and marketable debt securities of corporations, the U.S. government, and agencies of the U.S. government, all with remaining maturities in excess of 90 days at the time of purchase. We do not invest in auction rate securities as a matter of policy. | |||||||||||||
Investments in marketable securities which are classified as available-for-sale are stated at fair value based on market quotes. Investments in time deposits and in certain marketable debt securities which are classified as held-to-maturity are stated at amortized cost. Occasionally, investments with stated maturities beyond one year are classified as short-term if the securities are highly marketable and readily convertible into cash for current operations, although we held no such securities at January 31, 2015 and 2014. Unrealized gains and losses on available-for-sale securities, net of applicable deferred income taxes, are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Gains or losses realized upon sale of short-term investments and declines in value deemed to be other than temporary, if applicable, are recorded in other income (expense), net in our consolidated statement of operations, using the specific identification method. Interest on short-term investments is recognized within income when earned. | |||||||||||||
We periodically review our investments for indications of possible impairment in value. Factors considered in determining whether a loss is other than temporary include the length of time and extent to which fair value has been below the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. | |||||||||||||
Concentrations of Credit Risk | |||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, bank time deposits, short-term investments, and trade accounts receivable. We invest our cash in bank accounts, certificates of deposit, and money market accounts with major financial institutions, in U.S. Treasury and agency obligations, and in debt securities of corporations. By policy, we seek to limit credit exposure on investments through diversification and by restricting our investments to highly rated securities. | |||||||||||||
We grant credit terms to our customers in the ordinary course of business. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising our customer base and their dispersion across different industries and geographic areas. | |||||||||||||
Accounts Receivable, Net | |||||||||||||
Trade accounts receivable are recorded at the invoiced amount and are not interest-bearing. | |||||||||||||
Accounts receivable, net, includes costs in excess of billings and estimated earnings on arrangements recognized under contract | |||||||||||||
accounting methods, representing revenue recognized on contracts for which billing will occur in subsequent periods, in accordance with the terms of the contracts. Costs in excess of billings and estimated earnings on such contracts were $30.2 million and $22.5 million at January 31, 2015 and 2014, respectively. | |||||||||||||
The application of our revenue recognition policies sometimes results in circumstances for which we are unable to recognize revenue relating to sales transactions that have been billed, but the related account receivable has not been collected. For consolidated balance sheet presentation purposes, we do not recognize the deferred revenue or the related account receivable and no amounts appear in our consolidated balance sheets for such transactions. Only to the extent that we have received cash for a given deferred revenue transaction is the amount included in deferred revenue on the consolidated balance sheets. | |||||||||||||
Allowance for Doubtful Accounts | |||||||||||||
We estimate the collectability of our accounts receivable balances each accounting period and adjust our allowance for doubtful | |||||||||||||
accounts accordingly. Considerable judgment is required in assessing the collectability of accounts receivable, including consideration of the creditworthiness of each customer, their collection history, and the related aging of past due accounts receivable balances. We evaluate specific accounts when we learn that a customer may be experiencing a deteriorating financial condition due to lower credit ratings, bankruptcy, or other factors that may affect its ability to render payment. We write-off an account receivable and charge it against its recorded allowance at the point when it is considered uncollectible. | |||||||||||||
The following table summarizes the activity in our allowance for doubtful accounts for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Balance at beginning of period | $ | 1,187 | $ | 1,775 | $ | 2,929 | |||||||
Provisions charged to expense | 423 | 1,100 | 250 | ||||||||||
Amounts written off | (461 | ) | (1,700 | ) | (1,520 | ) | |||||||
Other, including fluctuations in foreign exchange rates | (50 | ) | 12 | 116 | |||||||||
Balance at end of period | $ | 1,099 | $ | 1,187 | $ | 1,775 | |||||||
Inventories | |||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using the weighted-average method of inventory accounting. The valuation of our inventories requires us to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for our products. Although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of our inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue. | |||||||||||||
Property and Equipment, net | |||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method based over the estimated useful lives of the assets. The vast majority of equipment, furniture and other is depreciated over periods ranging from three to seven years. Software is depreciated over periods ranging from three to four years. Buildings are depreciated over periods ranging from ten to twenty-five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. | |||||||||||||
The cost of maintenance and repairs of property and equipment is charged to operations as incurred. When assets are retired or | |||||||||||||
disposed of, the cost and accumulated depreciation or amortization thereon are removed from the consolidated balance sheet and any resulting gain or loss is recognized in the consolidated statement of operations. | |||||||||||||
Goodwill, Other Acquired Intangible Assets, and Long-Lived Assets | |||||||||||||
We record goodwill when the purchase price of net tangible and identifiable intangible assets we acquire exceeds their fair value. Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development ("IPR&D"). We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of ten years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. | |||||||||||||
We regularly perform reviews to determine if the carrying values of our goodwill and other intangible assets are impaired. | |||||||||||||
We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. As of January 31, 2015, our reporting units are consistent with our operating segments identified in Note 18, "Segment, Geographic, and Significant Customer Information". | |||||||||||||
We review goodwill for impairment utilizing either a qualitative assessment or a two-step process. If we decide that it is appropriate to perform a qualitative assessment and conclude that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is performed. For reporting units where we perform the two-step process, the first step requires us to estimate the fair value of each reporting unit and compare that fair value to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired and no further evaluation is performed. If the carrying value is higher than the estimated fair value, there is an indication that impairment may exist and the second step is performed, in which case the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment charge. | |||||||||||||
For reporting units where we decide to perform a qualitative assessment, we assess and make judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and our stock price, among others. We then consider the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit’s fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. | |||||||||||||
For reporting units where we perform the two-step process, we utilize some or all of three primary approaches to assess fair value: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using multiples of comparable companies, and (c) a transaction-based approach, using multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of each reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the public company and the market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts. | |||||||||||||
Further information regarding our annual goodwill impairment reviews appears in Note 5, "Intangible Assets and Goodwill". | |||||||||||||
Acquired IPR&D projects which have not reached technological feasibility at the date of acquisition are considered indefinite-lived intangible assets and are not subject to amortization until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, the IPR&D assets are amortized over their estimated useful lives. If a project is abandoned rather than completed, the IPR&D asset is written-off. IPR&D assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. | |||||||||||||
We review finite-lived intangible assets and other long-lived assets when an event occurs indicating the potential for impairment. If any indicators are present, we perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the assets in question to their carrying amounts. If the undiscounted cash flows used in the test for recoverability are less than the long-lived assets carrying amount, we determine the fair value of the long-lived asset and recognize an impairment loss if the carrying amount of the long-lived asset exceeds its fair value. The impairment loss recognized is the amount by which the carrying amount of the long-lived asset exceeds its fair value. | |||||||||||||
Fair Values of Financial Instruments | |||||||||||||
Our recorded amounts of cash and cash equivalents, restricted cash and restricted bank time deposits, accounts receivable, investments, and accounts payable approximate fair value, due to the short-term nature of these instruments. We measure certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value disclosures regarding our money market funds, short-term investments, derivative financial instruments, contingent consideration obligations, and long-term debt are included in Note 12, "Fair Value Measurements". | |||||||||||||
Derivative Financial Instruments | |||||||||||||
As part of our risk management strategy, when considered appropriate, we use derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. Our intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, we do not enter into speculative positions with derivative instruments. | |||||||||||||
The criteria we use for designating a derivative as a hedge include contemporaneous and ongoing documentation of the instrument’s effectiveness in risk reduction and direct matching of the financial instrument to the underlying transaction. We record all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. | |||||||||||||
The counterparties to our derivative financial instruments consist of several major international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. We do not anticipate any such losses. | |||||||||||||
For the years ended January 31, 2015, 2014, and 2013, certain foreign currency forward contracts qualified for accounting as hedges and accordingly, the effective portions of the changes in fair value of these instruments were recorded in accumulated other comprehensive income (loss) in our consolidated balance sheets, net of income taxes, and are reclassified to the consolidated statements of operations when the effects of the item being hedged are recognized in the consolidated statements of operations. The ineffective portion, if any, of these contracts is reported in other income (expense), net. For derivative financial instruments not accounted for as hedges, gains and losses from changes in their fair values are reported in other income (expense), net. See Note 13, "Derivative Financial Instruments", for further details. | |||||||||||||
Long-term Debt | |||||||||||||
We capitalize debt issuance costs, as well as costs incurred for subsequent modification of debt, incurred in connection with our long-term borrowings and credit facilities. We amortize these costs as an adjustment to interest expense over the remaining contractual life of the associated long-term borrowing or credit facility using the effective interest method for term loans and convertible debt borrowings, and the straight-line method for revolving credit facilities. When unscheduled principal payments are made, we adjust the amortization of our deferred debt-related costs to reflect the expected remaining terms of the borrowing. | |||||||||||||
Segment Reporting | |||||||||||||
Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources and in assessing performance. | |||||||||||||
We conduct our business through three operating segments, which are also our reportable segments, Enterprise Intelligence Solutions ("Enterprise Intelligence"), Communications and Cyber Intelligence Solutions ("Communications Intelligence"), and Video and Situation Intelligence Solutions ("Video Intelligence"). Organizing our business through three operating segments allows us to align our resources and domain expertise to effectively address the Actionable Intelligence market. We determine our reportable segments based on a number of factors our management uses to evaluate and run our business operations, including similarities of customers, products and technology. Our Chief Executive Officer is our CODM, who regularly reviews segment revenue and segment operating contribution when assessing financial results of segments and allocating resources. | |||||||||||||
We measure the performance of our operating segments based upon segment revenue and segment contribution. Segment contribution includes segment revenue and expenses incurred directly by the segment, including material costs, service costs, research and development and selling, marketing, and administrative expenses. We do not allocate certain expenses, which include the majority of general and administrative expenses, facilities and communication expenses, purchasing expenses, manufacturing support and logistic expenses, depreciation and amortization, amortization of capitalized software development costs, stock-based compensation, and special charges such as restructuring costs when calculating segment contribution. These expenses are included within unallocated expenses in our presentation of segment operating results. Revenue from transactions between our operating segments is not material. See Note 18, "Segment, Geographic, and Significant Customer Information", for further details. | |||||||||||||
Revenue Recognition | |||||||||||||
We derive and report our revenue in two categories: (a) product revenue, including sale of hardware products (which include software that works together with the hardware to deliver the product's essential functionality) and licensing of software products, and (b) service and support revenue, including revenue from installation services, post-contract customer support ("PCS"), project management, hosting services, software-as-a-service ("SaaS"), product warranties, consulting and training services. | |||||||||||||
Our revenue recognition policy is a critical component of determining our operating results and is based on a complex set of | |||||||||||||
accounting rules that require us to make significant judgments and estimates. Our customer arrangements typically include several elements, including products, services, and support. Revenue recognition for a particular arrangement is dependent upon such factors as the level of customization within the solution and the contractual delivery, acceptance, payment, and support terms with the customer. Significant judgment is required to conclude whether collectability of fees is reasonably assured and whether fees are fixed and determinable. | |||||||||||||
For arrangements that do not require significant modification or customization of the underlying products, we recognize revenue when we have persuasive evidence of an arrangement, the product has been delivered or the services have been provided to the customer, the sales price is fixed or determinable and collectability is reasonably assured. In addition, our multiple-element arrangements must be carefully reviewed to determine the selling price of each element. | |||||||||||||
Our multiple-element arrangements consist of a combination of our product and service offerings that may be delivered at various points in time. For arrangements within the scope of the multiple-deliverable accounting guidance, a deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered elements. For multiple-element arrangements comprised only of tangible products containing software components and non-software components and related services, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. The total transaction revenue is allocated to the multiple elements based on each element's relative selling price compared to the total selling price. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. | |||||||||||||
Our policy for establishing VSOE for installation, consulting, and training is based upon an analysis of separate sales of services. We utilize either the substantive renewal rate approach or the bell-shaped curve approach to establish VSOE for our PCS offerings, depending upon the business segment, geographical region, or product line. | |||||||||||||
TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in stand-alone sales to similarly situated customers. However, as most of our products contain a significant element of proprietary technology offering substantially different features and functionality, the comparable pricing of products with similar functionality typically cannot be obtained. Additionally, as we are unable to reliably determine what competitors products' selling prices are on a stand-alone basis, we are typically not able to determine TPE. | |||||||||||||
If we are unable to determine the selling price because VSOE or TPE does not exist, we determine ESP for the purposes of allocating the arrangement's revenue by considering several external and internal factors including, but not limited to, pricing practices, similar product offerings, margin objectives, geographies in which we offer our products and services, internal costs, competition, and product life cycle. The determination of ESP is made through consultation with and approval by our management, taking into consideration our go-to-market strategies. We have established processes to update ESP for each element, when appropriate, to ensure that it reflects recent pricing experience. | |||||||||||||
For multiple-element arrangements comprised only of software products and related services, a portion of the total purchase price is allocated to the undelivered elements, primarily installation services, PCS, consulting and training services, using VSOE of fair value of the undelivered elements. The remaining portion of the total transaction value is allocated to the delivered software, referred to as the residual method. If we are unable to establish VSOE for the undelivered elements of the arrangement, revenue recognition is deferred for the entire arrangement until all elements of the arrangement are delivered. However, if the only undelivered element is PCS, we recognize the arrangement fee ratably over the PCS period. | |||||||||||||
For multiple-element arrangements that contain software and software-related elements for which we are unable to establish VSOE of 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 revenue for financial reporting purposes. | |||||||||||||
For multiple-element arrangements that are comprised of a combination of hardware and software elements, the total transaction value is bifurcated between the hardware elements and the software elements that are not essential to the functionality of the hardware, based on the relative selling prices of the hardware elements and the software elements as a group. Revenue is then recognized for the hardware and hardware-related services following the hardware revenue recognition methodology outlined above and revenue for the software and software-related services is recognized following the residual method or ratably over the PCS period if VSOE for PCS does not exist. | |||||||||||||
PCS revenue is derived from providing technical software support services and unspecified software updates and upgrades to | |||||||||||||
customers on a when-and-if-available basis. PCS revenue is recognized ratably over the term of the maintenance period, which in most cases is one year. | |||||||||||||
Under the substantive renewal rate approach, we believe it is necessary to evaluate whether both the support renewal rate and term are substantive and whether the renewal rate is being consistently applied to subsequent renewals for a particular customer. We establish VSOE under this approach through analyzing the renewal rate stated in the customer agreement and determining whether that rate is above the minimum substantive VSOE renewal rate established for that particular PCS offering. The minimum substantive VSOE rate is determined based upon an analysis of renewal rates associated with historical PCS contracts. For multiple-element software arrangements that do not contain a stated renewal rate, revenue associated with the entire bundled arrangement is recognized ratably over the PCS term. Multiple-element software arrangements that have a renewal rate below the minimum substantive VSOE rate are deemed to contain a more than insignificant discount element, for which VSOE cannot be established. We recognize aggregate contractual revenue for these arrangements over the period that the customer is entitled to renew its PCS at the discounted rate, but not to exceed the estimated economic life of the product. We evaluate many factors in determining the estimated economic life of our products, including the support period of the product, technological obsolescence, and customer expectations. We have concluded that our software products have estimated economic lives ranging from five to seven years. | |||||||||||||
Under the bell-shaped curve approach of establishing VSOE, we perform VSOE compliance tests to ensure that a substantial | |||||||||||||
majority of our actual PCS renewals are within a narrow range of pricing. | |||||||||||||
Some of our arrangements require significant customization of the product to meet the particular requirements of the customer. For these arrangements, revenue is recognized under contract accounting principles, typically using the percentage-of-completion ("POC") method. Under the POC method, revenue recognition is generally based upon the ratio of hours incurred to date to the total estimated hours required to complete the contract. Profit estimates on long-term contracts are revised periodically based on changes in circumstances, and any losses on contracts are recognized in the period that such losses become evident. If the range of profitability cannot be estimated, but some level of profit is assured, revenue is recognized to the extent of costs incurred, until such time that the project's profitability can be estimated or the services have been completed. In the event some level of profitability on a contract cannot be assured, the completed-contract method of revenue recognition is applied. | |||||||||||||
Our SaaS multiple-element arrangements are typically comprised of subscription and support fees from customers accessing our software, set-up fees, and fees for consultation services. We do not provide the customer the contractual right to take possession of the software at any time during the hosting period under these arrangements. We recognize revenue for subscription and support services over the contract period originating when the subscription service is made available to the customer and the contractual hosting period has commenced. The initial set-up fees are recognized over the longer of the initial contract period or the period the customer is expected to benefit from payment of the up-front fees. Revenue from consultation services is generally recognized as services are completed. | |||||||||||||
If an arrangement includes customer acceptance criteria, revenue is not recognized until we can objectively demonstrate that the software or services meet the acceptance criteria, or the acceptance period lapses, whichever occurs earlier. If an arrangement containing software elements obligates us to deliver specified future software products or upgrades, revenue related to the software elements under the arrangement is initially deferred and is recognized only when the specified future software products or upgrades are delivered, or when the obligation to deliver specified future software products expires, whichever occurs earlier. | |||||||||||||
We record provisions for estimated product returns in the same period in which the associated revenue is recognized. We base these estimates of product returns upon historical levels of sales returns and other known factors. Actual product returns could be different from our estimates, and current or future provisions for product returns may differ from historical provisions. Concessions granted to customers are recorded as reductions to revenue in the period in which they were granted. The vast majority of our contracts are successfully completed, and concessions granted to customers are minimal in both dollar value and frequency. | |||||||||||||
Product revenue derived from shipments to resellers and original equipment manufacturers ("OEMs") who purchase our products for resale are generally recognized when such products are shipped (on a "sell-in" basis) since we do not expect our resellers or OEMs to carry inventory of our products. We have historically experienced insignificant product returns from resellers and OEMs, and our payment terms for these customers are similar to those granted to our end-users. If a reseller or OEM develops a pattern of payment delinquency, or seeks payment terms longer than generally accepted, we defer the recognition of revenue until the receipt of cash. Our arrangements with resellers and OEMs are periodically reviewed as our business and products change. | |||||||||||||
In instances where revenue is derived from sale of third-party vendor services and we are a principal in the transaction, we generally record revenue on a gross basis and record costs related to a sale within cost of revenue. Though uncommon, in cases where we act as an agent between the customer and the vendor, revenue is recorded net of costs. | |||||||||||||
Multiple contracts with a single counterparty executed within close proximity of each other are evaluated to determine if the contracts should be combined and accounted for as a single arrangement. We record reimbursements from customers for out-of-pocket expenses as revenue. Shipping and handling fees and expenses that are billed to customers are recognized in revenue and the costs associated with such fees and expenses are recorded in cost of revenue. Historically, these fees and expenses have not been material. Taxes collected from customers and remitted to government authorities are excluded from revenue. | |||||||||||||
Cost of Revenue | |||||||||||||
Our cost of revenue includes costs of materials, compensation and benefit costs for operations and service personnel, subcontractor costs, royalties and license fees, depreciation of equipment used in operations and service, amortization of capitalized software development costs and certain purchased intangible assets, and related overhead costs. | |||||||||||||
Where revenue is recognized over multiple periods in accordance with our revenue recognition policies, we have made an accounting policy election whereby cost of product revenue, including hardware and third-party software license fees, are capitalized and recognized in the same period that product revenue is recognized, while installation and other service costs are generally expensed as incurred, except for certain contracts that are accounted for using contract accounting principles. | |||||||||||||
Deferred cost of revenue is classified in its entirety as current or long-term based on whether the related revenue will be recognized within twelve months of the origination date of the arrangement. | |||||||||||||
For certain contracts accounted for using contract accounting principles, revisions in estimates of costs and profits are reflected in the accounting period in which the facts that require the revision become known, if such facts become known subsequent to the issuance of the consolidated financial statements. If such facts become known before the issuance of the consolidated financial statements, the requisite revisions in estimates of costs and profits are reflected in the consolidated financial statements. At the time a loss on a contract becomes evident, the entire amount of the estimated loss is accrued. Related contract costs include all direct material and labor costs and those indirect costs related to contract performance. | |||||||||||||
Customer acquisition and origination costs, including sales commissions, are recorded in selling, general and administrative expenses. These costs are expensed as incurred, with the exception of certain sales referral fees in our Communications Intelligence segment which are capitalized and amortized ratably over the revenue recognition period. | |||||||||||||
Research and Development, net | |||||||||||||
With the exception of certain software development costs, all research and development costs are expensed as incurred, and consist primarily of personnel and consulting costs, travel, depreciation of research and development equipment, and related overhead and other costs associated with research and development activities. | |||||||||||||
We receive non-refundable grants from the Israel Office of the Chief Scientist ("OCS") that fund a portion of our research and development expenditures. We currently only enter into non-royalty-bearing arrangements with the OCS which do not require us to pay royalties. Funds received from the OCS are recorded as a reduction to research and development expense. Royalties, to the extent paid, are recorded as part of our cost of revenue. | |||||||||||||
We also periodically derive benefits from participation in certain government-sponsored programs in other jurisdictions, for the support of research and development activities conducted in those locations. | |||||||||||||
Software Development Costs | |||||||||||||
Costs incurred to acquire or develop software to be sold, leased or otherwise marketed are capitalized after technological feasibility is established, and continue to be capitalized through the general release of the related software product. Amortization of capitalized costs begins in the period in which the related product is available for general release to customers and is recorded on a straight-line basis, which approximates the pattern in which the economic benefits of the capitalized costs are expected to be realized, over the estimated economic lives of the related software products, generally four years. | |||||||||||||
Internal-Use Software | |||||||||||||
We capitalize costs associated with internal-use software systems that have reached the application development stage. These | |||||||||||||
capitalized costs include external direct costs utilized in developing or obtaining the applications and expenses for employees who are directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and continues until the project is substantially complete and is ready for its intended purpose. Capitalized costs of computer software developed for internal use are amortized over estimates useful lives of four years on a straight-line basis, which best represents the pattern of the software’s use. | |||||||||||||
Income Taxes | |||||||||||||
We account for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statement and tax bases of our assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. | |||||||||||||
We are subject to income taxes in the United States and numerous foreign jurisdictions. The calculation of our tax provision involves the application of complex tax laws and requires significant judgment and estimates. | |||||||||||||
We evaluate the realizability of our deferred tax assets for each jurisdiction in which we operate at each reporting date, and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. We consider all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that our deferred tax assets are not more-likely-than-not realizable, we establish a valuation allowance. | |||||||||||||
We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that we believe is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. Our policy is to include interest (expense and/or income) and penalties related to unrecognized income tax benefits as a component of income tax expense. | |||||||||||||
Functional Currencies and Foreign Currency Transaction Gains and Losses | |||||||||||||
The functional currency for most of our foreign subsidiaries is the applicable local currency, although we have several subsidiaries with functional currencies that differ from their local currency, of which the most notable exceptions are our subsidiaries in Israel, whose functional currencies are the U.S. dollar. One of our subsidiaries operates in two economic environments which have differing foreign exchange risks, and therefore uses a different functional currency in each environment. | |||||||||||||
Transactions denominated in currencies other than a functional currency are converted to the functional currency on the transaction date, and any resulting assets or liabilities are further translated at each reporting date and at settlement. Gains and losses recognized upon such translations are included within other income (expense), net in the consolidated statements of operations. We recorded net foreign currency losses of $13.4 million and $6.1 million for the years ended January 31, 2015 and 2014, respectively, and net foreign currency gains of $1.0 million for the year ended January 31, 2013. | |||||||||||||
For consolidated reporting purposes, in those instances where a foreign subsidiary has a functional currency other than the U.S. dollar, revenue and expenses are translated into U.S. dollars using average exchange rates for the reporting period, while assets and liabilities are translated into U.S. dollars using period-end rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the award. We recognize the fair value of the award as compensation expense over the period during which an employee is required to provide service in exchange for the award. | |||||||||||||
When stock options are awarded, the fair value of the option is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility and expected term are input factors to that model that can require significant management judgment. Expected volatility is estimated utilizing daily historical volatility over a period that equates to the expected life of the option. The expected life (estimated period of time outstanding) is estimated using the historical exercise behavior of employees. The risk-free interest rate is the implied daily yield currently available on U.S. Treasury issues with a remaining term closely approximating the expected term used as the input to the Black-Scholes option pricing model. | |||||||||||||
Net Income Per Common Share Attributable to Verint Systems Inc. | |||||||||||||
Shares used in the calculation of basic net income per common share are based on the weighted-average number of common shares outstanding during the accounting period. Shares used in the calculation of basic net income per common share include vested but unissued shares underlying awards of restricted stock units when all necessary conditions for earning those shares have been satisfied at the award's vesting date, but exclude unvested shares of restricted stock because they are contingent upon future service conditions. | |||||||||||||
Shares used in the calculation of diluted net income per common share are based on the weighted-average number of common shares outstanding, adjusted for potentially dilutive common shares outstanding during the period. Potentially dilutive common shares from warrants and stock-based compensation plans are determined using the treasury stock method. | |||||||||||||
We have the option to pay cash, issue shares of common stock, or any combination thereof for the aggregate amount due upon conversion of our 1.50% convertible senior notes due June 1, 2021 (the “Notes”), further details for which appear in Note 6, “Long-Term Debt”. We currently intend to settle the principal amount of the Notes in cash upon conversion and as a result, only the amounts payable in excess of the principal amounts of the Notes, if any, are assumed to be settled with shares of common stock for purposes of computing diluted net income per share. | |||||||||||||
Potentially dilutive common shares also included the assumed conversion of our Series A Convertible Perpetual Preferred Stock ("Preferred Stock"), if dilutive, for periods prior to cancellation of the Preferred Stock on February 4, 2013 in connection with the CTI Merger. The CTI Merger is further discussed in Note 15, "Merger with CTI". | |||||||||||||
In periods for which we report a net loss, basic net loss per common share and diluted net loss per common share are identical | |||||||||||||
since the effect of potential common shares is anti-dilutive and therefore excluded. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
New Accounting Pronouncements Implemented | |||||||||||||
In March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This new standard is intended to resolve diversity in practice regarding the release into net income of a cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU No. 2013-05 was effective prospectively for us on February 1, 2014. The adoption of this standard did not impact our consolidated financial statements. | |||||||||||||
New Accounting Pronouncements To Be Implemented | |||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU No. 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It was effective for us on February 1, 2015. We do not expect the adoption of this standard to materially impact our consolidated financial statements, absent any disposals of components or groups of components that have a material effect on our financial results in future periods. | |||||||||||||
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 customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities may choose from two adoption methods, with certain practical expedients. We are currently reviewing this standard to assess the impact on our future consolidated financial statements and evaluating the available adoption methods. | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU No. 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities from GAAP and it eliminates an exception provided in the consolidation guidance for development stage enterprises. It is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, although early adoption is permitted. We are currently reviewing this standard to assess the impact on our future consolidated financial statements. | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. ASU No. 2014-12 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, although early adoption is permitted. We are currently reviewing this standard to assess the impact on our future consolidated financial statements. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This ASU defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The provisions of ASU No. 2014-15 are effective for annual periods ending after December 15, 2016 and for annual and interim periods thereafter, and early adoption is permitted. The adoption of ASU No. 2014-15 is not expected to have a material effect on our future consolidated financial statements. | |||||||||||||
In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU No. 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to separately present an extraordinary item on its statement of operations, net of tax, after income from continuing operations or to disclose income taxes and net income per share data applicable to an extraordinary item. However, ASU No. 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU No. 2015-01 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, although early adoption is permitted. We do not expect the adoption of this standard to materially impact our consolidated financial statements, absent any material transactions in future periods that would have qualified for extraordinary item presentation under the prior guidance. |
NET_INCOME_PER_COMMON_SHARE_AT
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | ||||||||||||
The following table summarizes the calculation of basic and diluted net income per common share attributable to Verint Systems Inc. for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands, except per share amounts) | 2015 | 2014 | 2013 | ||||||||||
Net income | $ | 36,402 | $ | 58,776 | $ | 58,804 | |||||||
Net income attributable to noncontrolling interest | 5,471 | 5,019 | 4,802 | ||||||||||
Net income attributable to Verint Systems Inc. | 30,931 | 53,757 | 54,002 | ||||||||||
Dividends on Preferred Stock | — | (174 | ) | (15,472 | ) | ||||||||
Net income attributable to Verint Systems Inc. for basic net income per common share | 30,931 | 53,583 | 38,530 | ||||||||||
Dilutive effect of dividends on Preferred Stock | — | — | — | ||||||||||
Net income attributable to Verint Systems Inc. for diluted net income per common share | $ | 30,931 | $ | 53,583 | $ | 38,530 | |||||||
Weighted-average shares outstanding: | |||||||||||||
Basic | 58,096 | 52,967 | 39,748 | ||||||||||
Dilutive effect of employee equity award plans | 1,278 | 911 | 564 | ||||||||||
Dilutive effect of 1.50% convertible senior notes | — | — | — | ||||||||||
Dilutive effect of warrants | — | — | — | ||||||||||
Dilutive effect of assumed conversion of Preferred Stock | — | — | — | ||||||||||
Diluted | 59,374 | 53,878 | 40,312 | ||||||||||
Net income per common share attributable to Verint Systems Inc.: | |||||||||||||
Basic | $ | 0.53 | $ | 1.01 | $ | 0.97 | |||||||
Diluted | $ | 0.52 | $ | 0.99 | $ | 0.96 | |||||||
We excluded the following weighted-average common shares underlying stock-based awards and the assumed conversion of our Preferred Stock from the calculations of diluted net income per common share because their inclusion would have been anti-dilutive: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Common shares excluded from calculation: | |||||||||||||
Stock options and restricted stock-based awards | 226 | 247 | 749 | ||||||||||
1.50% convertible senior notes | 3,876 | — | — | ||||||||||
Warrants | 3,876 | — | — | ||||||||||
Preferred Stock | — | 123 | 11,043 | ||||||||||
The Notes will not impact the calculation of diluted net income per share unless the average price of our common stock, as calculated in accordance with the terms of the indenture governing the Notes, exceeds the conversion price of $64.46 per share. Likewise, diluted net income per share will not include any effect from the Warrants unless the average price of our common stock, as calculated under the terms of the Warrants, exceeds the exercise price of $75.00 per share. Further details regarding the Notes and the Warrants appear in Note 6, "Long-Term Debt". | |||||||||||||
The Preferred Stock was canceled in conjunction with the CTI Merger on February 4, 2013, as further discussed in Note 9, "Convertible Preferred Stock" and Note 15, "Merger with CTI". The weighted-average common shares underlying the assumed conversion of the Preferred Stock for the year ended January 31, 2014 in the table above reflect Preferred Stock as outstanding for only four days during that period. |
CASH_CASH_EQUIVALENTS_AND_SHOR
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |||||||||||||||||
Cash, Cash Equivalents and Short-term Investments | CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||||||||||||||||
The following tables summarize our cash, cash equivalents and short-term investments as of January 31, 2015 and 2014: | |||||||||||||||||
31-Jan-15 | |||||||||||||||||
(in thousands) | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash and bank time deposits | $ | 281,890 | $ | — | $ | — | $ | 281,890 | |||||||||
Money market funds | 183 | — | — | 183 | |||||||||||||
Commercial paper | 2,999 | — | — | 2,999 | |||||||||||||
Total cash and cash equivalents | $ | 285,072 | $ | — | $ | — | $ | 285,072 | |||||||||
Short-term investments: | |||||||||||||||||
Commercial paper and corporate debt securities (available-for-sale) | $ | 13,741 | $ | 101 | $ | — | $ | 13,842 | |||||||||
Bank time deposits | 21,909 | — | — | 21,909 | |||||||||||||
Total short-term investments | $ | 35,650 | $ | 101 | $ | — | $ | 35,751 | |||||||||
31-Jan-14 | |||||||||||||||||
(in thousands) | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash and bank time deposits | $ | 314,604 | $ | — | $ | — | $ | 314,604 | |||||||||
Money market funds | 14,023 | — | — | 14,023 | |||||||||||||
Commercial paper | 49,986 | 5 | — | 49,991 | |||||||||||||
Total cash and cash equivalents | $ | 378,613 | $ | 5 | $ | — | $ | 378,618 | |||||||||
Short-term investments: | |||||||||||||||||
Commercial paper and corporate debt securities (available-for-sale) | $ | 9,402 | $ | 4 | $ | — | $ | 9,406 | |||||||||
Bank time deposits | 22,643 | $ | — | $ | — | 22,643 | |||||||||||
Total short-term investments | $ | 32,045 | $ | 4 | $ | — | $ | 32,049 | |||||||||
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. | |||||||||||||||||
As of January 31, 2015 and 2014, all of our available-for-sale investments had contractual maturities of less than one year. | |||||||||||||||||
Gains and losses on sales of available-for-sale securities during the years ended January 31, 2015, 2014, and 2013 were not significant. | |||||||||||||||||
During the years ended January 31, 2015 and 2014, proceeds from sales and maturities of available-for-sale securities were $13.7 million and $178.8 million, respectively, and were not significant for the year ended January 31, 2013. | |||||||||||||||||
We believe that the investments we held at January 31, 2015 were not other-than-temporarily impaired. We held no available-for-sale securities with unrealized losses at January 31, 2015. We do not intend to sell our available-for-sale securities and it is not more likely than not that we will be required to sell them before recovery at par, which may be at maturity. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS | ||||||||
Year Ended January 31, 2015 | |||||||||
KANA Software, Inc. | |||||||||
On February 3, 2014, we completed the acquisition of KANA Software, Inc. and its subsidiaries through the merger of KANA Software, Inc.'s parent holding company, Kay Technology Holdings, Inc. (collectively, "KANA"), with an indirect, wholly owned subsidiary of Verint, with Kay Technology Holdings, Inc. continuing as the surviving company and as our wholly owned subsidiary. The purchase price consisted of $542.4 million of cash paid at the closing, partially offset by $25.1 million of KANA’s cash received in the acquisition, and a $0.7 million post-closing purchase price adjustment, resulting in net cash consideration of $516.6 million. The post-closing purchase price adjustment resulted from the final determination of KANA's February 3, 2014 cash, debt, net working capital, transaction expenses and taxes, and was received in cash in May 2014. | |||||||||
The merger consideration was funded by a combination of cash on hand, $300.0 million of incremental term loans incurred in connection with an amendment to our Credit Agreement, and $125.0 million of borrowings under our 2013 Revolving Credit Facility (further details for which appear in Note 6, "Long-Term Debt"). | |||||||||
KANA, based in Sunnyvale, California and with global operations, is a leading provider of on-premises and cloud-based solutions which create differentiated, personalized, and integrated customer experiences for large enterprises and mid-market organizations. KANA has been substantially integrated into our Enterprise Intelligence operating segment. | |||||||||
Among the factors contributing to the recognition of goodwill as a component of the KANA purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Enterprise Intelligence segment and while generally not deductible for income tax purposes, certain goodwill related to previous business combinations by KANA will be deductible for income tax purposes. | |||||||||
In connection with the purchase price allocation for KANA, the estimated fair value of undelivered performance obligations under customer contracts assumed in the merger 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 $7.9 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 an $18.6 million asset within prepaid expenses and other current assets as a component of the purchase price allocation. We are amortizing this asset over the underlying delivery periods for these obligations as a reduction to revenue, which reduces the revenue we recognize for providing these services to its estimated fair value. | |||||||||
As a result of the substantial integration of KANA into our Enterprise Intelligence operating segment, we are unable to provide a meaningful measure of the impact on revenue and net income attributable to KANA in our consolidated statements of operations for the year ended January 31, 2015. | |||||||||
Transaction and related costs directly related to the acquisition of KANA, consisting primarily of professional fees and integration expenses, were $10.0 million for the year ended January 31, 2015, and were expensed as incurred and are included in selling, general and administrative expenses. | |||||||||
UTX Technologies Limited | |||||||||
On March 31, 2014, we completed the acquisition of all of the outstanding shares of UTX Technologies Limited (“UTX”), a provider of certain mobile device tracking solutions for security applications, from UTX Limited. UTX Limited was our supplier of these products to our Communications Intelligence operating segment prior to the acquisition. The purchase price consisted of $82.9 million of cash paid at closing, and up to $1.5 million of potential future contingent consideration payments to UTX Limited, the acquisition date fair value of which was estimated to be $1.3 million. | |||||||||
UTX is based in the Europe, the Middle East and Africa (“EMEA”) region and has been integrated into our Communications Intelligence operating segment. | |||||||||
Among the factors contributing to the recognition of goodwill as a component of the UTX purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. This goodwill has been assigned to our Communications Intelligence segment and is not deductible for income tax purposes. | |||||||||
For year ended January 31, 2015, we recorded a charge of $0.2 million within selling, general and administrative expenses to increase the fair value of the UTX contingent consideration obligation to $1.5 million, in consideration of UTX achieving certain performance targets. This amount was paid to UTX Limited prior to January 31, 2015. | |||||||||
Revenue and income before provision for income taxes attributable to UTX from March 31, 2014 through January 31, 2015 were not significant to our consolidated operating results. | |||||||||
Transaction and related costs directly related to the acquisition of UTX, consisting primarily of professional fees, integration expenses and related adjustments, were $2.5 million for the year ended January 31, 2015 and were expensed as incurred and are included in selling, general and administrative expenses. | |||||||||
As a result of the UTX acquisition, we recorded a $2.6 million charge for the impairment of certain capitalized software development costs during the year ended January 31, 2015, reflecting strategy changes in certain product development initiatives. This charge is reflected within cost of product revenue. | |||||||||
Other Business Combinations | |||||||||
We completed two separate acquisitions of certain technologies and other assets for use in our Communications Intelligence operating segment on April 16, 2014 and January 15, 2015, respectively, in transactions that qualified as business combinations. These business combinations were not material to our consolidated financial statements, individually or in the aggregate. | |||||||||
Purchase Price Allocations | |||||||||
The purchase price allocations for the business combinations completed during the year ended January 31, 2015 were initially prepared on a preliminary basis, subject to change as additional information became available during the respective measurement periods (up to one year from the respective acquisition dates). The purchase price allocation for KANA is now complete, but the purchase price allocation for UTX remains preliminary. Fair values still under review for UTX include values assigned to identifiable intangible assets, deferred income taxes and reserves for uncertain income tax positions. Through January 31, 2015, adjustments identified and recorded subsequent to the initial purchase price allocations for both KANA and UTX were not material. | |||||||||
The purchase prices were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The fair values 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. | |||||||||
The following table sets forth the components and the allocations of the purchase prices for our acquisitions of KANA and UTX, including adjustments identified subsequent to the respective acquisition dates: | |||||||||
(in thousands) | KANA | UTX | |||||||
Components of Purchase Prices: | |||||||||
Cash, including post-closing adjustments | $ | 541,685 | $ | 82,901 | |||||
Fair value of contingent consideration | — | 1,347 | |||||||
Total purchase prices | $ | 541,685 | $ | 84,248 | |||||
Allocation of Purchase Prices: | |||||||||
Net tangible assets (liabilities): | |||||||||
Accounts receivable | $ | 18,473 | $ | — | |||||
Other current assets, including cash acquired | 49,798 | 3,836 | |||||||
Other assets | 12,203 | 924 | |||||||
Current and other liabilities | (17,851 | ) | (263 | ) | |||||
Deferred revenue - current and long-term | (7,932 | ) | (340 | ) | |||||
Deferred income taxes - current and long-term | (60,879 | ) | (4,882 | ) | |||||
Net tangible liabilities | (6,188 | ) | (725 | ) | |||||
Identifiable intangible assets: | |||||||||
Customer relationships | 152,700 | 2,000 | |||||||
Developed technology | 55,500 | 37,400 | |||||||
Trademarks and trade names | 11,500 | — | |||||||
Other intangible assets | — | 1,100 | |||||||
Total identifiable intangible assets | 219,700 | 40,500 | |||||||
Goodwill | 328,173 | 44,473 | |||||||
Total purchase price allocations | $ | 541,685 | $ | 84,248 | |||||
For the acquisition of KANA, the acquired customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of five to ten years, three to five years, and five years, respectively, the weighted average of which is approximately 8.1 years. | |||||||||
For the acquisition of UTX, the acquired customer relationships, developed technology and other intangible assets were assigned estimated useful lives of three years, four years, and four years, respectively, the weighted average of which is approximately 4.0 years. | |||||||||
The weighted-average estimated useful life of all finite-lived identifiable intangible assets acquired during the year ended January 31, 2015 is 7.4 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. | |||||||||
We have included the financial results of these business combinations in our consolidated financial statements from their respective acquisition dates. | |||||||||
Pro Forma Information | |||||||||
The following table provides unaudited pro forma operating results for the years ended January 31, 2015 and 2014, as if KANA and UTX had been acquired on February 1, 2013. These unaudited pro forma results reflect certain adjustments related to these acquisitions, including amortization expense on finite-lived intangible assets acquired from KANA and UTX, interest expense and fees associated with additional long-term debt incurred to partially fund the acquisition of KANA, and adjustments to recognize the fair value of revenue associated with performance obligations assumed in the acquisition of KANA. | |||||||||
For purposes of the following unaudited pro forma operating results, a $44.4 million income tax benefit resulting from a reduction of valuation allowances associated from the acquisition of KANA is reflected in the pro forma operating results for the year ended January 31, 2014. The actual tax benefit was recorded during the year ended January 31, 2015, as further described in Note 11, "Income Taxes". | |||||||||
The unaudited pro forma results do not include any operating efficiencies or potential cost savings which may result from these business combinations. Accordingly, such unaudited pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on February 1, 2013, nor are they indicative of future operating results. | |||||||||
Year Ended January 31, | |||||||||
(in thousands, except per share amounts) | 2015 | 2014 | |||||||
Revenue | $ | 1,158,141 | $ | 1,032,733 | |||||
Net income | $ | 29,644 | $ | 50,432 | |||||
Net income attributable to Verint Systems Inc. | $ | 24,173 | $ | 45,413 | |||||
Net income per common share attributable to Verint Systems Inc.: | |||||||||
Basic | $ | 0.42 | $ | 0.85 | |||||
Diluted | $ | 0.41 | $ | 0.84 | |||||
Year Ended January 31, 2014 | |||||||||
On February 4, 2013, we completed the CTI Merger, details for which appear in Note 15, "Merger with CTI". | |||||||||
Other Business Combinations | |||||||||
During the year ended January 31, 2014, in addition to the CTI Merger, we completed five business combinations: | |||||||||
• | On August 1, 2013, we acquired certain technology and other assets for use in our Communications Intelligence operating segment in a transaction that qualified as a business combination. | ||||||||
• | On October 4, 2013, we acquired all of the outstanding shares of a privately held company specializing in performance improvements in customer contact centers, based in the EMEA region, that has been integrated into our Enterprise Intelligence operating segment. | ||||||||
• | On November 6, 2013, we acquired certain technology and other assets for use in our Communications Intelligence operating segment in a transaction that qualified as a business combination. | ||||||||
• | On December 6, 2013, we acquired all of the outstanding shares of a privately held management consulting and performance management company, based in the Americas region, that has been integrated into our Enterprise Intelligence operating segment. | ||||||||
• | On December 19, 2013, we acquired all of the outstanding shares of a privately held provider of fraud prevention and identity authentication solutions, based in the Americas region, that has been integrated into our Enterprise Intelligence operating segment. | ||||||||
These business combinations were not individually material to our consolidated financial statements. | |||||||||
We have included the financial results of these business combinations in our consolidated financial statements from their respective acquisition dates. | |||||||||
The combined consideration for these business combinations was approximately $46.1 million, including $34.2 million of combined cash paid at the closings. We also agreed to make potential additional cash payments to the respective former shareholders or asset owners aggregating up to approximately $27.4 million, contingent upon the achievement of certain performance targets over periods ending through January 2019. The combined fair values of these contingent consideration obligations were estimated to be $11.9 million as of the respective acquisition dates. | |||||||||
The $11.9 million acquisition date combined fair values of the contingent consideration obligations were 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 included probability assessments with respect to the likelihood of achieving the performance targets and discount rates consistent with the level of risk of achievement. At each reporting date, we revalue the contingent consideration obligations to their fair values and record increases and decreases in fair value within selling, general and administrative expenses in our consolidated statements of operations. Changes in the fair value of the contingent consideration obligations result from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. For the years ended January 31, 2015 and 2014, we recorded charges of $0.4 million and $0.3 million, respectively, within selling, general and administrative expenses for changes in the fair values of these contingent consideration obligations, which primarily reflected the impacts of revised expectations of achieving the performance targets. As of January 31, 2015, the aggregate fair value of the contingent consideration obligations associated with these acquisitions was $6.8 million, of which $1.3 million was recorded within accrued expenses and other current liabilities, and $5.5 million was recorded within other liabilities. | |||||||||
The purchase prices were allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The fair values assigned to identifiable intangible assets acquired in these business combinations were determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. The acquired identifiable finite-lived intangible assets are being amortized primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. | |||||||||
Included among the factors contributing to the recognition of goodwill in these transactions were synergies in products and technologies, and the addition of skilled, assembled workforces. Of the $19.0 million of goodwill associated with these business combinations, $18.3 million and $0.7 million was assigned to our Enterprise Intelligence and Communications Intelligence segments, respectively. For income tax purposes, $5.3 million of this goodwill is deductible and $13.7 million is not deductible. | |||||||||
Revenue and the impact on net income attributable to these acquisitions for the year ended January 31, 2014 were not significant. | |||||||||
Transaction and related costs, consisting primarily of professional fees and integration expenses, directly related to these acquisitions, totaled $0.9 million and $2.7 million for the years ended January 31, 2015 and 2014, respectively. All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses. | |||||||||
The following table sets forth the components and the allocations of the combined purchase prices for the business combinations completed during the year ended January 31, 2014, other than the CTI Merger. | |||||||||
(in thousands) | Amount | ||||||||
Components of Purchase Prices: | |||||||||
Cash | $ | 34,229 | |||||||
Fair value of contingent consideration | 11,907 | ||||||||
Total purchase prices | $ | 46,136 | |||||||
Allocation of Purchase Prices: | |||||||||
Net tangible assets: | |||||||||
Accounts receivable | $ | 3,687 | |||||||
Other current assets | 3,050 | ||||||||
Other assets | 275 | ||||||||
Current and other liabilities | (2,717 | ) | |||||||
Deferred revenue | (1,310 | ) | |||||||
Deferred income taxes - current and long-term | (2,272 | ) | |||||||
Net tangible assets | 713 | ||||||||
Identifiable intangible assets: | |||||||||
Developed technology | 14,009 | ||||||||
Customer relationships | 11,714 | ||||||||
Trademarks and trade names | 649 | ||||||||
Total identifiable intangible assets | 26,372 | ||||||||
Goodwill | 19,051 | ||||||||
Total purchase price allocations | $ | 46,136 | |||||||
For these acquisitions, customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of from six years to nine years, from three years to five years, and from one year to two years, respectively, the weighted average of which is approximately 5.9 years. | |||||||||
The pro forma impact of these acquisitions was not material to our historical consolidated operating results and is therefore not presented. | |||||||||
Year Ended January 31, 2013 | |||||||||
We did not complete any business combinations during the year ended January 31, 2013. | |||||||||
Other Business Combination Information | |||||||||
For the years ended January 31, 2015, 2014 and 2013, we recorded a charge of $0.3 million and benefits of $2.8 million and $6.2 million, respectively, within selling, general and administrative expenses for changes in the fair values of contingent consideration obligations associated with business combinations completed prior to January 31, 2012. The aggregate fair value of the remaining contingent consideration obligations associated with these acquisitions was not significant at January 31, 2015. | |||||||||
In connection with a business combination completed during the year ended January 31, 2012, we assumed approximately $5.2 million of long-term liabilities associated with uncertain tax positions of the acquired company. A corresponding indemnification asset of $5.2 million was also recorded, recognizing the selling shareholders’ contractual obligation to indemnify us for these pre-acquisition liabilities. As of January 31, 2015 and 2014, these liabilities were $1.4 million and $1.5 million, respectively, and were included within other liabilities. The corresponding indemnification assets as of January 31, 2015 and 2014 were $0.4 million and $0.4 million, respectively, and were included within other assets. During the years ended January 31, 2014 and 2013, we met the criteria required to adjust several of these pre-acquisition uncertain tax positions, and therefore tax liabilities of $1.0 million and $1.1 million were reversed and reflected as components of the provision for income taxes for the years ended January 31, 2014 and 2013, respectively. Because the liabilities for the uncertain tax positions were reversed, we also recorded write-offs of the corresponding indemnification assets of $0.9 million and $1.1 million for the years ended January 31, 2014 and 2013, respectively, which are included in other income (expense), net for those years. In addition, during the years ended January 31, 2014 and 2013, based upon our assessment of the collectibility of the indemnification from the former shareholders of the acquired company, we recognized impairments of $0.9 million and $0.4 million, respectively, of the indemnification assets associated with these liabilities, which are included in other income (expense), net for those years. No liability reversals or impairments were recorded for the year ended January 31, 2015. The carrying values of these assets and liabilities were also impacted by foreign currency exchange rate fluctuations. |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL | ||||||||||||||||
Acquisition-related intangible assets consisted of the following as of January 31, 2015 and 2014: | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
(in thousands) | Cost | Accumulated | Net | ||||||||||||||
Amortization | |||||||||||||||||
Intangible assets, all with finite lives: | |||||||||||||||||
Customer relationships | $ | 378,756 | $ | (176,796 | ) | $ | 201,960 | ||||||||||
Acquired technology | 201,294 | (104,117 | ) | 97,177 | |||||||||||||
Trade names | 18,799 | (9,131 | ) | 9,668 | |||||||||||||
Non-competition agreements | 3,625 | (2,331 | ) | 1,294 | |||||||||||||
Distribution network | 4,440 | (2,645 | ) | 1,795 | |||||||||||||
Total intangible assets | $ | 606,914 | $ | (295,020 | ) | $ | 311,894 | ||||||||||
January 31, 2014 | |||||||||||||||||
(in thousands) | Cost | Accumulated | Net | ||||||||||||||
Amortization | |||||||||||||||||
Intangible assets with finite lives: | |||||||||||||||||
Customer relationships | $ | 240,208 | $ | (141,714 | ) | $ | 98,494 | ||||||||||
Acquired technology | 106,361 | (76,922 | ) | 29,439 | |||||||||||||
Trade names | 13,378 | (11,378 | ) | 2,000 | |||||||||||||
Non-competition agreements | 5,514 | (4,970 | ) | 544 | |||||||||||||
Distribution network | 2,440 | (1,840 | ) | 600 | |||||||||||||
Backlog | 386 | (316 | ) | 70 | |||||||||||||
Total intangible assets with finite lives | 368,287 | (237,140 | ) | 131,147 | |||||||||||||
In-process research and development, with indefinite lives | 1,700 | — | 1,700 | ||||||||||||||
Total intangible assets | $ | 369,987 | $ | (237,140 | ) | $ | 132,847 | ||||||||||
The following table presents net acquisition-related intangible assets by reportable segment as of January 31, 2015 and 2014: | |||||||||||||||||
January 31, | |||||||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||||||
Enterprise Intelligence | $ | 261,354 | $ | 115,928 | |||||||||||||
Communications Intelligence | 49,670 | 14,856 | |||||||||||||||
Video Intelligence | 870 | 2,063 | |||||||||||||||
Total | $ | 311,894 | $ | 132,847 | |||||||||||||
Total amortization expense recorded for acquisition-related intangible assets was $76.2 million, $36.9 million, and $39.3 million for the years ended January 31, 2015, 2014, and 2013, respectively. The reported amount of net acquisition-related intangible assets can fluctuate from the impact of changes in foreign 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 | ||||||||||||||||
2016 | $ | 78,790 | |||||||||||||||
2017 | 72,097 | ||||||||||||||||
2018 | 53,788 | ||||||||||||||||
2019 | 25,277 | ||||||||||||||||
2020 | 19,237 | ||||||||||||||||
2021 and thereafter | 62,705 | ||||||||||||||||
Total | $ | 311,894 | |||||||||||||||
During the year ended January 31, 2014, we recorded a $0.5 million impairment of an acquired intangible asset, which is included within cost of product revenue. No impairments of acquired intangible assets were recorded during the years ended January 31, 2015 and 2013. | |||||||||||||||||
Goodwill activity for the years ended January 31, 2015, and 2014, in total and by reportable segment, was as follows: | |||||||||||||||||
Reportable Segment | |||||||||||||||||
(in thousands) | Total | Enterprise | Communications | Video | |||||||||||||
Intelligence | Intelligence | Intelligence | |||||||||||||||
Year Ended January 31, 2014: | |||||||||||||||||
Goodwill, gross, at January 31, 2013 | $ | 896,774 | $ | 771,738 | $ | 48,233 | $ | 76,803 | |||||||||
Accumulated impairment losses through January 31, 2013 | (66,865 | ) | (30,791 | ) | — | (36,074 | ) | ||||||||||
Goodwill, net, at January 31, 2013 | 829,909 | 740,947 | 48,233 | 40,729 | |||||||||||||
Business combinations | 19,051 | 18,339 | 712 | — | |||||||||||||
Foreign currency translation and other | 4,429 | 5,645 | (1,107 | ) | (109 | ) | |||||||||||
Goodwill, net, at January 31, 2014 | $ | 853,389 | $ | 764,931 | $ | 47,838 | $ | 40,620 | |||||||||
Year Ended January 31, 2015: | |||||||||||||||||
Goodwill, gross, at January 31, 2014 | $ | 920,254 | $ | 795,722 | $ | 47,838 | $ | 76,694 | |||||||||
Accumulated impairment losses through January 31, 2014 | (66,865 | ) | (30,791 | ) | — | (36,074 | ) | ||||||||||
Goodwill, net, at January 31, 2014 | 853,389 | 764,931 | 47,838 | 40,620 | |||||||||||||
Business combinations | 382,422 | 328,173 | 54,249 | — | |||||||||||||
Foreign currency translation and other | (34,994 | ) | (31,582 | ) | (826 | ) | (2,586 | ) | |||||||||
Goodwill, net, at January 31, 2015 | $ | 1,200,817 | $ | 1,061,522 | $ | 101,261 | $ | 38,034 | |||||||||
Balance at January 31, 2015: | |||||||||||||||||
Goodwill, gross, at January 31, 2015 | $ | 1,267,682 | $ | 1,092,313 | $ | 101,261 | $ | 74,108 | |||||||||
Accumulated impairment losses through January 31, 2015 | (66,865 | ) | (30,791 | ) | — | (36,074 | ) | ||||||||||
Goodwill, net, at January 31, 2015 | $ | 1,200,817 | $ | 1,061,522 | $ | 101,261 | $ | 38,034 | |||||||||
Goodwill resulting from a business combination is assigned, at the acquisition date, to those reporting units expected to benefit from the synergies of the combination. | |||||||||||||||||
The results of our goodwill impairment testing as of November 1, 2012 indicated that the estimated fair values of all our reporting units significantly exceeded their carrying values. | |||||||||||||||||
Based upon our November 1, 2014 and 2013 goodwill impairment reviews, we concluded that the estimated fair values of our Enterprise Intelligence and Communications Intelligence reporting units significantly exceeded their carrying values. The estimated fair value of our Video Intelligence reporting unit was approximately 20% and 30% greater than its carrying value at November 1, 2014 and 2013, respectively, and we have therefore concluded that this reporting unit is at more than remote risk of failing step one of future goodwill impairment tests, and is therefore at risk of future impairment in the event of significant unfavorable changes in the assumptions used in our impairment review, including the weighted average cost of capital (discount rate) and growth rates utilized in our discounted cash flow analysis. Although we believe that our current estimates are reasonable and appropriate, our Video Intelligence reporting unit competes in a challenging environment and there can be no assurance that the estimates and assumptions made for purposes of our goodwill impairment test will prove to be accurate predictions of future performance. Delays or declines in spending to install, upgrade or maintain security intelligence systems, technological changes, new competitors, or changes in buying patterns from key customers are examples of circumstances that could adversely impact the fair value of our Video Intelligence reporting unit. | |||||||||||||||||
No changes in circumstances or indicators of potential impairment were identified between November 1 and January 31 in each of the years ended January 31, 2015, 2014 and 2013. | |||||||||||||||||
No goodwill impairment was identified for the years ended January 31, 2015, 2014 and 2013. |
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Long-term Debt, Unclassified [Abstract] | |||||||||||||
LONG-TERM DEBT | LONG-TERM DEBT | ||||||||||||
The following table summarizes our long-term debt at January 31, 2015 and 2014: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
1.50% Convertible Senior Notes: | |||||||||||||
Principal amount | $ | 400,000 | $ | — | |||||||||
Unamortized debt discount | (74,086 | ) | — | ||||||||||
1.50% Convertible Senior Notes, net | 325,914 | — | |||||||||||
February 2014 Term Loans: | |||||||||||||
Gross amount | 130,729 | — | |||||||||||
Unamortized debt discount | (277 | ) | — | ||||||||||
February 2014 Term Loans, net | 130,452 | — | |||||||||||
March 2014 Term Loans | 280,413 | — | |||||||||||
March 2013 Term Loans: | |||||||||||||
Gross amount | — | 645,125 | |||||||||||
Unamortized debt discount | — | (2,827 | ) | ||||||||||
March 2013 Term Loans, net | — | 642,298 | |||||||||||
Other debt | 23 | 87 | |||||||||||
Total debt | 736,802 | 642,385 | |||||||||||
Less: current maturities | 23 | 6,555 | |||||||||||
Long-term debt | $ | 736,779 | $ | 635,830 | |||||||||
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 holders pursuant to their terms. Net proceeds from the Notes after underwriting discounts were $391.9 million. The Notes pay 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 Credit Agreement, as further described below. Additional details regarding our June 18, 2014 issuance of common stock appear in Note 8, “Stockholders’ Equity”. | |||||||||||||
The Notes are unsecured and rank senior in right of payment to our indebtedness that is expressly subordinated in right of payment to 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 extent of the 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, shares of common stock, or 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 of the Notes. | |||||||||||||
The conversion price of the Notes at any time is equal to $1,000 divided by the then-applicable conversion rate. 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. | |||||||||||||
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 which ended 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 period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, is more than 130% of the conversion price of 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% of the closing sale price of our common stock on such date multiplied by 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 any of the foregoing conditions have been satisfied. | |||||||||||||
As of January 31, 2015, the Notes were not convertible. | |||||||||||||
In accordance with accounting guidance for convertible debt with a cash conversion option, we separately accounted for the debt and equity components of the Notes in a manner that reflected our estimated nonconvertible debt borrowing rate. We estimated the carrying amount of the debt component of the Notes to be $319.9 million at the issuance date, assuming a 5.00% non-convertible borrowing rate. The carrying amount of the equity component was determined to be approximately $80.1 million by deducting the carrying amount of the debt component from the principal amount of the Notes, and was recorded as an increase to additional paid-in capital. The excess of the principal amount of the debt component over its carrying amount (the “debt discount”) is being amortized as interest expense over the term of the Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. | |||||||||||||
We allocated transaction costs related to the issuance of the 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 were recorded within other assets and are being amortized as interest expense over the term of the Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital. The carrying amount of the equity component, net of issuance costs, was $78.2 million at January 31, 2015. Including the impact of the debt discount and related deferred debt issuance costs, the effective interest rate on the Notes was approximately 5.29% at January 31, 2015. | |||||||||||||
Based on the closing market price of our common stock on January 31, 2015, the if-converted value of the Notes was less than the aggregate principal amount of the Notes. | |||||||||||||
Note Hedges and Warrants | |||||||||||||
Concurrently with the issuance of the Notes, we entered into convertible note hedge transactions (the “Note Hedges”) and sold warrants (the “Warrants”). The combination of the Note Hedges and the Warrants serves to increase the effective initial conversion price for the Notes to $75.00 per share. The Note Hedges and Warrants are each separate instruments from the Notes. | |||||||||||||
Note Hedges | |||||||||||||
Pursuant to the Note Hedges, we purchased call options on our common stock, under which we have 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 equals the initial conversion price of the Notes. Our exercise rights under the Note Hedges generally trigger upon conversion of the Notes and the Note Hedges terminate upon maturity of the Notes, or the first day the Notes are no longer outstanding. The Note Hedges may be settled in cash, shares of our common stock, or a combination thereof, at our option, and are intended to reduce our exposure to potential dilution upon conversion of the Notes. We paid $60.8 million for the Note Hedges, which was recorded as a reduction to additional paid-in capital. As of January 31, 2015, we had not purchased any shares of our common stock under the Note Hedges. | |||||||||||||
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. 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 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 January 31, 2015, no Warrants had been exercised and all Warrants remained outstanding. | |||||||||||||
The Note Hedges and Warrants both meet the requirements 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 Agreement | |||||||||||||
Background | |||||||||||||
In April 2011, we entered into a credit agreement (together with the subsequent amendments discussed herein, the “Credit Agreement") with our lenders and concurrently terminated a prior credit agreement. The Credit Agreement provided for $770.0 million of secured credit facilities, comprised of $600.0 million of term loans maturing in October 2017 (the “April 2011 Term Loans") and a $170.0 million revolving credit facility maturing in April 2016 (the “2011 Revolving Credit Facility”), subject to increase (up to a maximum increase of $300.0 million) and reduction from time to time. | |||||||||||||
We incurred debt issuance costs of $14.8 million associated with the Credit Agreement, which were deferred and were classified within other assets, and were being amortized as interest expense over the term of the Credit Agreement. | |||||||||||||
2013 Amendment and Restatement of Credit Agreement | |||||||||||||
On March 6, 2013, we entered into an amendment and restatement agreement with our lenders, providing for the amendment and restatement of the Credit Agreement. The amendment and restatement agreement provided for $850.0 million of senior secured credit facilities, comprised of $650.0 million of term loans maturing in September 2019 (the "March 2013 Term Loans") and a $200.0 million revolving credit facility maturing in March 2018 (the “2013 Revolving Credit Facility”), subject to increase (up to a maximum increase of $300.0 million) and reduction from time to time. | |||||||||||||
The March 2013 Term Loans were subject to an original issuance discount of 0.50%, or $3.3 million, resulting in net proceeds of $646.7 million. The discount was being amortized as interest expense over the term of the March 2013 Term Loans using the effective interest method. | |||||||||||||
The majority of the proceeds of the March 2013 Term Loans were used to repay all $576.0 million of outstanding April 2011 Term Loans at the March 6, 2013 closing date of the amendment and restatement agreement. There were no outstanding borrowings under the 2011 Revolving Credit Facility at the March 6, 2013 closing date. | |||||||||||||
As further described below, on March 7, 2014, the March 2013 Term Loans were extinguished and replaced with the March 2014 Term Loans, and the basis for determining the interest rate on borrowings under the 2013 Revolving Credit Facility was also amended. | |||||||||||||
From March 6, 2013 through March 6, 2014, the March 2013 Term Loans and borrowings under the 2013 Revolving Credit Facility, if any, incurred interest, payable quarterly or, in the case of Eurodollar loans with an interest period of three months or shorter, at the end of any interest period, at a per annum rate of, at our election: | |||||||||||||
• | in the case of Eurodollar loans, the Adjusted LIBO Rate plus 3.00% (or, if our corporate credit ratings are BB- and Ba3 or better, 2.75%). The Adjusted LIBO Rate is the greater of (i) 1.00% per annum and (ii) the product of the LIBO Rate and Statutory Reserves (both as defined in the Credit Agreement), and | ||||||||||||
• | in the case of Base Rate loans, the Base Rate plus 2.00% (or, if our corporate credit ratings are BB- and Ba3 or better, 1.75%). The Base Rate is the greatest of (i) the administrative agent's prime rate, (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50% and (iii) the Adjusted LIBO Rate for a one-month interest period plus 1.00%. | ||||||||||||
As of January 31, 2014, the interest rate on the March 2013 Term Loans was 4.00%. | |||||||||||||
At the March 6, 2013 closing date of the amendment and restatement agreement, there were $11.0 million of unamortized deferred debt issuance costs and $2.2 million of unamortized discount associated with the April 2011 Term Loans and the 2011 Revolving Credit Facility. Of the $11.0 million of unamortized deferred debt issuance costs, $3.5 million were associated with commitments under the 2011 Revolving Credit Facility provided by lenders that continued to provide revolving credit commitments under the 2013 Revolving Credit Facility and therefore continued to be deferred, and were being amortized over the remaining term of the Credit Agreement. The remaining $7.5 million of unamortized deferred debt issuance costs and the $2.2 million unamortized discount, all of which related to the April 2011 Term Loans, were written off as a $9.7 million loss on early retirement of debt for the year ended January 31, 2014. | |||||||||||||
We incurred debt issuance costs of approximately $7.5 million associated with the March 2013 Term Loans and the 2013 Revolving Credit Facility, which were deferred and classified within other assets and were being amortized as interest expense over the remaining term of the Credit Agreement. Of these deferred debt issuance costs, $5.0 million were associated with the March 2013 Term Loans and were being amortized using the effective interest rate method, and $2.5 million were associated with the 2013 Revolving Credit Facility and were being amortized on a straight-line basis. | |||||||||||||
We are required to pay a commitment fee equal to 0.50% per annum of the undrawn portion on the 2013 Revolving Credit Facility, payable quarterly, and customary administrative agent and letter of credit fees. These fees were unchanged from the 2011 Revolving Credit Facility. | |||||||||||||
2014 Amendments to Credit Agreement | |||||||||||||
During the year ended January 31, 2015, we entered into five separate amendments to the Credit Agreement as described below. | |||||||||||||
On February 3, 2014, in connection with the acquisition of KANA, we borrowed $125.0 million under the 2013 Revolving Credit Facility and entered into Amendment No. 1 pursuant to which, on such date, we incurred $300.0 million of incremental term loans (the “February 2014 Term Loans”), maturing in September 2019. The net proceeds of these borrowings were used to fund a portion of the KANA purchase price. | |||||||||||||
The February 2014 Term Loans were subject to an original issuance discount of 0.25%, or $0.8 million. In June 2014, we wrote off $0.4 million of the unamortized discount in connection with the early retirement of a portion of the February 2014 Term Loans, as further described below. This discount is amortized as interest expense over the term of the February 2014 Term Loans using the effective interest method. | |||||||||||||
The February 2014 Term Loans bear interest, payable quarterly or, in the case of Eurodollar loans with an interest period of three months or less, at the end of the applicable interest period, at a per annum rate of, at our election: | |||||||||||||
• | in the case of Eurodollar loans, the Adjusted LIBO Rate plus 2.75%. The Adjusted LIBO Rate is the greater of (i) 0.75% per annum and (ii) the product of (x) the LIBO Rate and (y) Statutory Reserves (both as defined in the Credit Agreement), and | ||||||||||||
• | in the case of Base Rate loans, the Base Rate plus 1.75%. The Base Rate is the greatest of (i) the administrative agent’s prime rate, (ii) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50% and (iii) the Adjusted LIBO Rate for a one-month interest period plus 1.00%. | ||||||||||||
We incurred debt issuance costs of approximately $7.1 million associated with the February 2014 Term Loans, which were deferred and classified within other assets. In June 2014, we wrote off $3.8 million of these deferred costs in connection with the early retirement of a portion of the February 2014 Term Loans, as further described below. These deferred costs are amortized as interest expense over the term of the February 2014 Term Loans using the effective interest rate method. | |||||||||||||
On February 3, 2014, we also entered into Amendment No. 2 to, among other things, (i) permit us to increase the permitted amount of additional incremental term loans and revolving credit commitments under the Credit Agreement (beyond the February 2014 Term Loans borrowed under Amendment No. 1) by up to, in the aggregate, $200.0 million plus an additional amount such that the First Lien Leverage Ratio (as defined in Amendment No. 2) would not exceed the specified maximum ratio set forth therein, (ii) increase the size of certain negative covenant basket carve-outs, (iii) permit us to issue Permitted Convertible Indebtedness (as defined in Amendment No. 2), and (iv) permit us to refinance all or a portion of any existing class of term loans under the Credit Agreement with replacement term loans. | |||||||||||||
On February 3, 2014, we also entered into Amendment No. 3 to extend by one year, to January 31, 2016, the step-down date of the leverage ratio covenant applicable to our 2013 Revolving Credit Facility and, subject to the effectiveness of Amendment No. 4 (as described below), reprice the interest rate applicable to borrowings under the 2013 Revolving Credit Facility to the interest rate applicable to the February 2014 Term Loans. | |||||||||||||
On March 7, 2014, we entered into Amendment No. 4 to refinance all $643.5 million of outstanding March 2013 Term Loans at that date with $643.5 million of new term loans (the “March 2014 Term Loans”), maturing in September 2019. The provisions for determining the interest rate on the March 2014 Term Loans are identical to such provisions for the February 2014 Term Loans. The repricing of the interest rate applicable to borrowings under the 2013 Revolving Credit Facility contemplated by Amendment No. 3 became effective on March 7, 2014, upon the effectiveness of Amendment No. 4. | |||||||||||||
The refinancing of the March 2013 Term Loans with the proceeds of the March 2014 Term Loans pursuant to Amendment No. 4 was accounted for as an early retirement of the March 2013 Term Loans and, as a result, $4.3 million of unamortized deferred debt issuance costs and $2.8 million of unamortized discount associated with the March 2013 Term Loans as of the March 7, 2014 effective date of Amendment No. 4 were written off as a $7.1 million loss on early retirement of debt. | |||||||||||||
As of January 31, 2015, the interest rate on both the February 2014 Term Loans and the March 2014 Term Loans was 3.50%. Taking into account the impact of original issuance discounts, if any, and related deferred debt issuance costs, the effective interest rates on the February 2014 Term Loans and March 2014 Term Loans were approximately 4.03% and 3.58%, respectively, at that date. | |||||||||||||
We incurred $2.4 million of debt issuance costs in consideration of Amendment No. 4, which were deferred and classified within other assets. In June 2014, we wrote off $1.3 million of these deferred debt issuance costs in connection with the early retirement of a portion of the March 2014 Term Loans, as further described below. These deferred costs are amortized as interest expense over the remaining term of the March 2014 Term Loans using the effective interest rate method. There was no original issuance discount on the March 2014 Term Loans. | |||||||||||||
On June 18, 2014, we entered into Amendment No. 5, which increased the commitments under the 2013 Revolving Credit Facility to $300.0 million and extended the termination of the 2013 Revolving Credit Facility to September 2018. We incurred $0.7 million of costs in consideration of Amendment No. 5, which were deferred and recorded within other assets, and are being amortized as interest expense on a straight-line basis over the term of the 2013 Revolving Credit Facility. | |||||||||||||
Early Partial Retirement of Term Loans - June 2014 | |||||||||||||
On June 18, 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 February 2014 Term Loans and March 2014 Term Loans, and all $106.0 million of then-outstanding borrowings under the 2013 Revolving Credit Facility. As a result, $3.8 million and $1.3 million of deferred debt issuance costs associated with the February 2014 Term Loans and March 2014 Term Loans, respectively, and $0.4 million of unamortized discount associated with the February 2014 Term Loans, were written off as a $5.5 million loss on early retirement of debt. | |||||||||||||
Borrowings Under 2013 Revolving Credit Facility | |||||||||||||
There were no borrowings under the 2013 Revolving Credit Facility at January 31, 2015 and 2014. The initial interest rate on the February 3, 2014 borrowings under the 2013 Revolving Credit Facility was 4.00%, but was adjusted to 3.50% on March 7, 2014, as further described above. | |||||||||||||
Other Provisions of the Credit Agreement | |||||||||||||
Loans under the Credit Agreement are subject to mandatory prepayment requirements with respect to certain asset sales, excess cash flows (as defined in the Credit Agreement), and certain other events. Optional prepayments of the term loans are permitted without premium or penalty, other than customary breakage costs associated with the prepayment of loans bearing interest based on LIBO Rates. Prepayments are applied first to the eight immediately following scheduled term loan principal payments, then pro rata to other remaining scheduled term loan principal payments, if any, and thereafter as otherwise provided in the Credit Agreement. | |||||||||||||
Our obligations under the Credit Agreement are guaranteed by substantially all of our domestic subsidiaries and certain foreign subsidiaries that have elected to be disregarded for U.S. tax purposes, and are secured by security interests in substantially all of our and the aforementioned subsidiaries' assets, subject to certain exceptions detailed in the Credit Agreement and related ancillary documents. | |||||||||||||
The Credit Agreement contains certain customary affirmative and negative covenants for credit facilities of this type, which include limitations on us and our subsidiaries with respect to indebtedness, liens, nature of business, investments and loans, distributions, acquisitions, dispositions of assets, sale-leaseback transactions and transactions with affiliates. The 2013 Revolving Credit Facility also contains a financial covenant that requires us to maintain a ratio of Consolidated Total Debt to Consolidated EBITDA (each as defined in the Credit Agreement) of no greater than 5.00 to 1 until January 31, 2016 (as amended on February 3, 2014 by Amendment No. 3, as described above) and no greater than 4.50 to 1 thereafter (the "Leverage Ratio Covenant"). The limitations imposed by the covenants are subject to certain exceptions as detailed in the Credit Agreement. | |||||||||||||
The Credit Agreement provides for certain customary events of default with corresponding grace periods. These events of default include failure to pay principal or interest when due under the Credit Agreement, failure to comply with covenants, any representation or warranty made by us proving to be inaccurate in any material respect, defaults under certain other indebtedness of ours or our subsidiaries, the occurrence of a Change of Control (as defined in the Credit Agreement) with respect to us and certain insolvency or receivership events affecting us or our significant subsidiaries. Upon the occurrence of an event of default resulting from a violation of the Leverage Ratio Covenant, the lenders under our 2013 Revolving Credit Facility may require us to immediately repay outstanding borrowings under the 2013 Revolving Credit Facility and may terminate their commitments to provide loans under that facility. A violation of the Leverage Ratio Covenant would not, by itself, result in an event of default under the February 2014 Term Loans or March 2014 Term Loans but may trigger a cross-default under the term loans in the event we are required to repay outstanding borrowings under the 2013 Revolving Credit Facility. Upon the occurrence of other events of default, the lenders may require us to immediately repay all outstanding borrowings under the Credit Agreement and the lenders under our 2013 Revolving Credit Facility may terminate their commitments to provide loans under the facility. | |||||||||||||
Future Principal Payments on Term Loans | |||||||||||||
Prior to June 2014, we were required to make quarterly principal payments on the February 2014 Term Loans and March 2014 Term Loans of $0.8 million and $1.6 million, respectively, through August 1, 2019, with the remaining balances due in September 2019. Following the partial retirements of the February 2014 Term Loans and March 2014 Term Loans in June 2014, future scheduled principal payments on the February 2014 Term Loans and March 2014 Term Loans as of January 31, 2015 were as follows: | |||||||||||||
(in thousands) | Feb-14 | March | |||||||||||
2014 | |||||||||||||
Years Ending January 31, | Term Loans | Term Loans | |||||||||||
2016 | $ | — | $ | — | |||||||||
2017 | 669 | 1,434 | |||||||||||
2018 | 1,337 | 2,869 | |||||||||||
2019 | 1,337 | 2,869 | |||||||||||
2020 | 127,386 | 273,241 | |||||||||||
Total | $ | 130,729 | $ | 280,413 | |||||||||
Interest Expense | |||||||||||||
The following table presents the components of interest expense incurred on the Notes and on borrowings under our Credit Agreement for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
1.50% Convertible Senior Notes: | |||||||||||||
Interest expense at 1.50% coupon rate | $ | 3,717 | $ | — | $ | — | |||||||
Amortization of debt discount | 6,014 | — | — | ||||||||||
Amortization of deferred debt issuance costs | 566 | — | — | ||||||||||
Total - 1.50% Convertible Senior Notes | $ | 10,297 | $ | — | $ | — | |||||||
Borrowings under Credit Agreement: | |||||||||||||
Interest expense at contractual rates | $ | 23,236 | $ | 26,254 | $ | 27,138 | |||||||
Amortization of debt discounts | 116 | 458 | 486 | ||||||||||
Amortization of deferred debt issuance costs | 2,435 | 2,164 | 3,002 | ||||||||||
Total - Borrowings under Credit Agreement | $ | 25,787 | $ | 28,876 | $ | 30,626 | |||||||
SUPPLEMENTAL_CONSOLIDATED_FINA
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | ||||||||||||
Consolidated Balance Sheets | |||||||||||||
Inventories consisted of the following as of January 31, 2015 and 2014: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Raw materials | $ | 6,203 | $ | 3,190 | |||||||||
Work-in-process | 8,481 | 5,645 | |||||||||||
Finished goods | 2,821 | 1,858 | |||||||||||
Total inventories | $ | 17,505 | $ | 10,693 | |||||||||
Property and equipment, net consisted of the following as of January 31, 2015 and 2014: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Land and buildings | $ | 10,932 | $ | 3,781 | |||||||||
Leasehold improvements | 25,747 | 19,438 | |||||||||||
Software | 38,305 | 32,542 | |||||||||||
Equipment, furniture, and other | 76,839 | 62,126 | |||||||||||
151,823 | 117,887 | ||||||||||||
Less: accumulated depreciation and amortization | (89,333 | ) | (77,742 | ) | |||||||||
Total property and equipment, net | $ | 62,490 | $ | 40,145 | |||||||||
Depreciation expense on property and equipment was $17.7 million, $13.5 million and $11.8 million the years ended January 31, 2015, 2014, and 2013, respectively. | |||||||||||||
Other assets consisted of the following as of January 31, 2015 and 2014: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Deferred debt issuance costs, net | $ | 14,894 | $ | 9,598 | |||||||||
Long-term restricted cash and time deposits | 1,959 | 391 | |||||||||||
Other | 13,305 | 14,037 | |||||||||||
Total other assets | $ | 30,158 | $ | 24,026 | |||||||||
Accrued expenses and other current liabilities consisted of the following as of January 31, 2015 and 2014: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Compensation and benefits | $ | 76,736 | $ | 69,122 | |||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 75,414 | 46,569 | |||||||||||
Professional and consulting fees | 7,374 | 8,574 | |||||||||||
Derivative financial instruments - current portion | 9,509 | — | |||||||||||
Distributor and agent commissions | 2,141 | 3,640 | |||||||||||
Taxes other than income taxes | 9,423 | 8,940 | |||||||||||
Interest on indebtedness | 4,597 | 6,595 | |||||||||||
Contingent consideration - current portion | 3,892 | 9,859 | |||||||||||
Other | 32,527 | 25,375 | |||||||||||
Total accrued expenses and other current liabilities | $ | 221,613 | $ | 178,674 | |||||||||
Other liabilities consisted of the following as of January 31, 2015 and 2014: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Unrecognized tax benefits, including interest and penalties | $ | 50,451 | $ | 42,280 | |||||||||
Obligations for severance compensation | 2,664 | 3,036 | |||||||||||
Contingent consideration - long-term portion | 10,615 | 7,448 | |||||||||||
Other | 16,488 | 10,693 | |||||||||||
Total other liabilities | $ | 80,218 | $ | 63,457 | |||||||||
Consolidated Statements of Operations | |||||||||||||
Other expense, net consisted of the following for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Foreign currency (losses) gains, net | $ | (13,402 | ) | $ | (6,057 | ) | $ | 960 | |||||
Gains (losses) on derivative financial instruments, net | 3,986 | 345 | (399 | ) | |||||||||
Derecognition of indemnification asset related to CTI Merger | — | (12,874 | ) | — | |||||||||
Other, net | (155 | ) | (1,689 | ) | (1,847 | ) | |||||||
Total other expense, net | $ | (9,571 | ) | $ | (20,275 | ) | $ | (1,286 | ) | ||||
Consolidated Statements of Cash Flows | |||||||||||||
The following table provides supplemental information regarding our consolidated cash flows for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Cash paid for interest | $ | 29,296 | $ | 24,444 | $ | 27,497 | |||||||
Cash payments (refunds) of income taxes, net | $ | 15,362 | $ | (1,748 | ) | $ | 18,161 | ||||||
Non-cash investing and financing transactions: | |||||||||||||
Accrued but unpaid purchases of property and equipment | $ | 4,258 | $ | 1,161 | $ | 1,058 | |||||||
Inventory transfers to property and equipment | $ | 630 | $ | 757 | $ | 566 | |||||||
Liabilities for contingent consideration in business combinations | $ | 8,347 | $ | 11,907 | $ | — | |||||||
Purchases under supplier financing arrangements, including capital leases | $ | 634 | $ | 637 | $ | — | |||||||
Leasehold improvements funded by lease incentive | $ | 2,242 | $ | — | $ | 5,042 | |||||||
Non-cash net assets acquired in CTI Merger | $ | — | $ | 3,727 | $ | — | |||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY | ||||||||||||||||
Issuance of Common Stock | |||||||||||||||||
On June 18, 2014, we completed a public offering of our common stock pursuant to which we issued and sold 5,750,000 shares of common stock at a price of $47.75 per share. We received aggregate proceeds of $265.6 million from the offering, net of underwriters’ discounts and commissions, but before deducting approximately $0.7 million of other offering expenses. | |||||||||||||||||
Dividends on Common Stock | |||||||||||||||||
We did not declare or pay any dividends on our common stock during the years ended January 31, 2015, 2014, and 2013. Commencing in May 2007, with our issuance of Preferred Stock and our entry into an earlier credit agreement, and continuing currently under the terms of our Credit Agreement, we are subject to certain restrictions on declaring and paying dividends on our common stock. Our previously-outstanding Preferred Stock was canceled on February 4, 2013 in connection with the CTI Merger, further details of which appear in Note 15, "Merger with CTI". | |||||||||||||||||
Treasury Stock | |||||||||||||||||
Repurchased shares of common stock are recorded as treasury stock, at cost. At January 31, 2015, we held approximately 348,000 shares of treasury stock with a cost of $10.3 million, and at January 31, 2014, we held 302,000 shares of treasury stock with a cost of $8.0 million . | |||||||||||||||||
Shares of restricted stock awards that are forfeited when recipients separate from their employment prior to the lapsing of the award’s restrictions are recorded as treasury stock. | |||||||||||||||||
From time to time, our board of directors has approved limited programs to repurchase shares of our common stock from directors or officers in connection with the vesting of restricted stock or restricted stock units to facilitate required income tax withholding by us or the payment of required income taxes by such holders. In addition, the terms of some of our equity award agreements with all grantees provide for automatic repurchases by us for the same purpose if a vesting-related or delivery-related tax event occurs at a time when the holder is not permitted to sell shares in the market. Our stock bonus program contains similar terms. Any such repurchases of common stock occur at prevailing market prices and are recorded as treasury stock. | |||||||||||||||||
During the year ended January 31, 2015, we acquired approximately 46,000 shares of treasury stock from directors, executive officers, and other employees at a cost of $2.2 million. We did not acquire any shares of treasury stock during the year ended January 31, 2014. During the year ended January 31, 2013, we acquired approximately 18,000 shares of treasury stock from certain executive officers and directors at a cost of $0.5 million. | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
Accumulated other comprehensive income (loss) includes items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities and derivative financial instruments designated as hedges. Accumulated other comprehensive income (loss) is presented as a separate line item in the stockholders’ equity section of our consolidated balance sheets. Accumulated other comprehensive income (loss) items have no impact on our net income as presented in our consolidated statements of operations. | |||||||||||||||||
The following table summarizes changes in the components of our accumulated other comprehensive income (loss) by component for the years ended January 31, 2015 and 2014: | |||||||||||||||||
(in thousands) | Unrealized Gains (Losses) on Derivative Financial Instruments Designated as Hedges | Unrealized Gains on Available-for-Sale Investments | Foreign Currency Translation Adjustments | Total | |||||||||||||
Accumulated other comprehensive income (loss) at January 31, 2013 | $ | 2,447 | $ | — | $ | (46,672 | ) | $ | (44,225 | ) | |||||||
Other comprehensive income before reclassifications | 4,062 | 9 | 5,453 | 9,524 | |||||||||||||
Amounts reclassified out of accumulated other comprehensive income (loss) | (5,024 | ) | — | — | (5,024 | ) | |||||||||||
Net other comprehensive (loss) income | (962 | ) | 9 | 5,453 | 4,500 | ||||||||||||
Accumulated other comprehensive income (loss) at January 31, 2014 | 1,485 | 9 | (41,219 | ) | (39,725 | ) | |||||||||||
Other comprehensive (loss) income before reclassifications | (11,035 | ) | 92 | (45,225 | ) | (56,168 | ) | ||||||||||
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,558 | — | — | 1,558 | |||||||||||||
Net other comprehensive (loss) income, current period | (9,477 | ) | 92 | (45,225 | ) | (54,610 | ) | ||||||||||
Accumulated other comprehensive (loss) income at January 31, 2015 | $ | (7,992 | ) | $ | 101 | $ | (86,444 | ) | $ | (94,335 | ) | ||||||
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. | |||||||||||||||||
The amounts reclassified out of accumulated other comprehensive income (loss) into the consolidated statement of operations, with presentation location, for the years ended January 31, 2015, 2014, and 2013 were as follows: | |||||||||||||||||
Year Ended January 31, | Location | ||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||||||
Unrealized losses (gains) on derivative financial instruments: | |||||||||||||||||
Foreign currency forward contracts | $ | 190 | $ | (478 | ) | $ | 73 | Cost of product revenue | |||||||||
159 | (494 | ) | 83 | Cost of service and support revenue | |||||||||||||
1,050 | (3,246 | ) | 418 | Research and development, net | |||||||||||||
458 | (1,501 | ) | 229 | Selling, general and administrative | |||||||||||||
1,857 | (5,719 | ) | 803 | Total, before income taxes | |||||||||||||
(299 | ) | 695 | (85 | ) | (Benefit) provision for income taxes | ||||||||||||
$ | 1,558 | $ | (5,024 | ) | $ | 718 | Total, net of income taxes | ||||||||||
CONVERTIBLE_PREFERRED_STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Jan. 31, 2015 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK | CONVERTIBLE PREFERRED STOCK |
In 2007, our former controlling shareholder, CTI, purchased 293,000 shares of our Series A Convertible Preferred Stock, for $293.0 million in cash. | |
On August 12, 2012, we entered into the CTI Merger Agreement providing for the CTI Merger. The CTI Merger was completed on February 4, 2013 and eliminated CTI's majority ownership and control of us. Upon completion of the CTI Merger, each outstanding share of Preferred Stock, all of which was held by CTI, was canceled. Further details regarding the CTI Merger appear in Note 15, "Merger Agreement with CTI". | |
Cash dividends on the Preferred Stock were cumulative and were calculated quarterly at a specified dividend rate on the liquidation preference in effect at such time. At the time of its cancellation in connection with the CTI Merger on February 4, 2013, the dividend rate on the Preferred Stock was 3.875%, and no dividends had been declared or paid on the Preferred Stock in any period. Other than through these cumulative dividends, the Preferred Stock did not participate in our earnings. | |
Upon cancellation of 293,000 shares of Preferred Stock in connection with the CTI Merger, our authorized shares of preferred stock were reduced from 2,500,000 shares to 2,207,000 shares, in accordance with the Preferred Stock's Certificate of Designation. |
RESEARCH_AND_DEVELOPMENT_NET
RESEARCH AND DEVELOPMENT, NET | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Research and Development [Abstract] | |||||||||||||
RESEARCH AND DEVELOPMENT, NET | RESEARCH AND DEVELOPMENT, NET | ||||||||||||
Our gross research and development expenses for the years ended January 31, 2015, 2014, and 2013, were $178.7 million, $131.6 million, and $121.2 million, respectively. OCS reimbursements amounted to $3.2 million, $3.5 million, and $3.3 million for the years ended January 31, 2015, 2014, and 2013, respectively, which were recorded as reductions of gross research and development expenses. We recorded other reimbursements of research and development expenses of $1.8 million, $1.6 million, and $1.9 million for the years ended January 31, 2015, 2014, and 2013, respectively. | |||||||||||||
We capitalize certain costs incurred to develop our commercial software products, and we then recognize those costs within cost of product revenue as the products are sold. Activity for our capitalized software development costs for the years ended January 31, 2015, 2014, and 2013 was as follows: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Capitalized software development costs, net, beginning of year | $ | 8,483 | $ | 6,343 | $ | 5,846 | |||||||
Software development costs capitalized during the year | 6,083 | 6,668 | 3,916 | ||||||||||
Amortization of capitalized software development costs | (1,666 | ) | (2,482 | ) | (3,089 | ) | |||||||
Impairments, foreign currency translation and other | (2,788 | ) | (2,046 | ) | (330 | ) | |||||||
Capitalized software development costs, net, end of year | $ | 10,112 | $ | 8,483 | $ | 6,343 | |||||||
During the years ended January 31, 2015 and 2014, we recorded $2.6 million and $2.1 million, respectively, for impairment of capitalized software development costs reflecting strategy changes in certain product development initiatives, due primarily to acquisition of technology associated with business combinations. Impairments recorded for the year ended January 31, 2013 were not significant. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | INCOME TAXES | ||||||||||||
The components of income before (benefit) provision for income taxes for the years ended January 31, 2015, 2014, and 2013 were as follows: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Domestic | $ | (53,877 | ) | $ | (37,987 | ) | $ | (11,292 | ) | ||||
Foreign | 75,280 | 101,302 | 79,056 | ||||||||||
Total income before (benefit) provision for income taxes | $ | 21,403 | $ | 63,315 | $ | 67,764 | |||||||
The (benefit) provision for income taxes for the years ended January 31, 2015, 2014, and 2013 consisted of the following: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Current provision (benefit) for income taxes: | |||||||||||||
Federal | $ | 342 | $ | (12,966 | ) | $ | 15 | ||||||
State | 1,575 | 664 | 523 | ||||||||||
Foreign | 30,415 | 14,288 | 8,094 | ||||||||||
Total current provision for income taxes | 32,332 | 1,986 | 8,632 | ||||||||||
Deferred (benefit) provision for income taxes: | |||||||||||||
Federal | (40,007 | ) | 2,187 | 3,880 | |||||||||
State | (2,610 | ) | 493 | 226 | |||||||||
Foreign | (4,714 | ) | (127 | ) | (3,778 | ) | |||||||
Total deferred (benefit) provision for income taxes | (47,331 | ) | 2,553 | 328 | |||||||||
Total (benefit) provision for income taxes | $ | (14,999 | ) | $ | 4,539 | $ | 8,960 | ||||||
The reconciliation of the U.S. federal statutory rate to our effective tax rate on income before (benefit) provision for income taxes for the years ended January 31, 2015, 2014, and 2013 was as follows: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
U.S. federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
Income tax provision at the U.S. federal statutory rate | $ | 7,489 | $ | 22,160 | $ | 23,717 | |||||||
State tax (benefit) provision | (1,739 | ) | 982 | 1,055 | |||||||||
Foreign tax rate differential | (9,650 | ) | (15,756 | ) | (12,471 | ) | |||||||
Tax incentives | (14,865 | ) | (14,390 | ) | (29,171 | ) | |||||||
Valuation allowances | (10,922 | ) | 10,597 | 4,844 | |||||||||
Stock-based and other compensation | 4,222 | 3,163 | 1,833 | ||||||||||
Non-deductible expenses | 2,156 | 4,969 | 1,329 | ||||||||||
Tax credits | (2,461 | ) | (2,277 | ) | (4,170 | ) | |||||||
Tax contingencies | 9,891 | (5,102 | ) | 17,546 | |||||||||
U.S. tax effects of foreign operations | 1,451 | 1,197 | 3,854 | ||||||||||
Other, net | (571 | ) | (1,004 | ) | 594 | ||||||||
Total (benefit) provision for income taxes | $ | (14,999 | ) | $ | 4,539 | $ | 8,960 | ||||||
Effective income tax rate | (70.1 | )% | 7.2 | % | 13.2 | % | |||||||
Our operations in Israel have been granted "Approved Enterprise" status by the Investment Center of the Israeli Ministry of Industry, Trade and Labor, which makes us eligible for tax benefits under the Israeli Law for Encouragement of Capital Investments, 1959. Under the terms of the program, income attributable to an approved enterprise is exempt from income tax for a period of two years and is subject to a reduced income tax rate for the subsequent five to eight years (generally 10-25%, depending on the percentage of foreign investment in the company). These tax incentives decreased our effective tax rates by 64.0%, 22.7%, and 43.0% for the years ended January 31, 2015, 2014, and 2013, respectively. | |||||||||||||
Deferred tax assets and liabilities consisted of the following at January 31, 2015 and 2014: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Deferred tax assets: | |||||||||||||
Accrued expenses | $ | 5,876 | $ | 6,800 | |||||||||
Deferred revenue | 10,058 | 12,387 | |||||||||||
Loss carryforwards | 153,351 | 137,565 | |||||||||||
Tax credits | 9,290 | 8,795 | |||||||||||
Stock-based and other compensation | 16,609 | 15,060 | |||||||||||
Capitalized research and development expenses | 4,883 | 3,914 | |||||||||||
Other, net | 1,745 | 910 | |||||||||||
Total deferred tax assets | 201,812 | 185,431 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Goodwill and other intangible assets | (62,815 | ) | (32,134 | ) | |||||||||
Unremitted earnings of foreign subsidiaries | (15,817 | ) | — | ||||||||||
Other, net | (2,089 | ) | (1,484 | ) | |||||||||
Total deferred tax liabilities | (80,721 | ) | (33,618 | ) | |||||||||
Valuation allowance | (131,909 | ) | (146,860 | ) | |||||||||
Net deferred tax (liabilities) assets | $ | (10,818 | ) | $ | 4,953 | ||||||||
Recorded as: | |||||||||||||
Current deferred tax assets | $ | 11,176 | $ | 9,002 | |||||||||
Long-term deferred tax assets | 10,778 | 9,783 | |||||||||||
Current deferred tax liabilities | (2,108 | ) | (474 | ) | |||||||||
Long-term deferred tax liabilities | (30,664 | ) | (13,358 | ) | |||||||||
Net deferred tax (liabilities) assets | $ | (10,818 | ) | $ | 4,953 | ||||||||
At January 31, 2015 and 2014, we had U.S. federal net operating loss ("NOL") carryforwards of approximately $656.5 million and $631.2 million, respectively. These loss carryforwards expire in various years ending from January 31, 2018 to 2034. We had state NOL carryforwards of approximately $247.5 million and $211.3 million in the same respective years, expiring in years ending from January 31, 2015 to 2034. We had foreign NOL carryforwards of approximately $61.8 million and $51.9 million in the same respective years. At January 31, 2015, all but $5.3 million of these foreign loss carryforwards had indefinite carryforward periods. Certain of these federal, state, and foreign loss carryforwards and credits are subject to Internal Revenue Code Section 382 or similar provisions, which impose limitations on their utilization following certain changes in ownership of the entity generating the loss carryforward. The NOL carryforwards for tax return purposes are different from the NOL carryforwards for financial statement purposes, primarily due to the reduction of NOL carryforwards for financial statement purposes under the authoritative guidance on accounting for uncertainty in income taxes. We had U.S. federal, state and foreign tax credit carryforwards of approximately $18.1 million and $14.4 million at January 31, 2015 and 2014, respectively, the utilization of which is subject to limitation. At January 31, 2015, approximately $2.7 million of these tax credit carryforwards may be carried forward indefinitely. The balance of $15.4 million expires in various years ending from January 31, 2016 to 2034. | |||||||||||||
As of January 31, 2015, we have not provided for deferred taxes on the excess of financial reporting over the tax basis of investments in certain foreign subsidiaries in the amount of $398.7 million because we plan to reinvest such earnings indefinitely outside the United States. If these earnings were repatriated in the future, additional income and withholding tax expense would be incurred. Due to complexities in the laws of the foreign jurisdictions and the assumptions that would have to be made, it is not practicable to estimate the total amount of income taxes that would have to be provided on such earnings. | |||||||||||||
As required by the authoritative guidance on accounting for income taxes, we evaluate the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting 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 tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, we establish a valuation allowance. We have recorded valuation allowances in the amounts of $131.9 million and $146.9 million at January 31, 2015 and 2014, respectively. The $15.0 million decrease in the valuation allowance between January 31, 2014 and January 31, 2015 arose primarily as a result of the KANA acquisition. In connection with the acquisition of KANA on February 3, 2014, we recorded deferred income tax liabilities primarily attributable to acquired intangible assets to the extent the amortization will not be deductible for income tax purposes. Under accounting guidelines, because the amortization of the intangible assets in future periods provides a source of taxable income, we expect to realize a portion of our existing deferred income tax assets. As such, we reduced the valuation allowance recorded on our deferred income tax assets to the extent of the deferred income tax liabilities recorded. Because the valuation allowance related to existing Verint deferred income tax assets, the impact of the release was reflected as a discrete income tax benefit and not as a component of the KANA acquisition accounting. The decrease in the valuation allowance caused by the KANA acquisition was offset by increases in net deferred tax assets primarily related to amortization of acquired intangibles, loss carryforwards, and equity compensation. | |||||||||||||
Activity in the recorded valuation allowance consisted of the following for the years ended January 31, 2015 and 2014: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Valuation allowance, beginning of year | $ | (146,860 | ) | $ | (104,757 | ) | |||||||
(Benefit) provision for income taxes | 10,922 | (10,597 | ) | ||||||||||
Additional paid-in capital | 6,913 | 75 | |||||||||||
Acquisitions | (3,473 | ) | (30,268 | ) | |||||||||
Cumulative translation adjustment | 589 | (1,313 | ) | ||||||||||
Valuation allowance, end of year | $ | (131,909 | ) | $ | (146,860 | ) | |||||||
In accordance with the authoritative guidance for accounting for stock-based compensation, we use a "with-and-without" approach to applying the intra-period allocation rules in accordance with accounting for income taxes. Under this approach, the windfall tax benefit is calculated based on the incremental tax benefit received from deductions related to stock-based compensation. The amount is measured by calculating the tax benefit both "with" and "without" the excess tax deduction; the resulting difference between the two calculations is considered the windfall. We did not recognize windfall benefits in our U.S. federal income tax (benefit) provisions for the years ended January 31, 2015, 2014, and 2013. | |||||||||||||
In accordance with the authoritative guidance on accounting for uncertainty in income taxes, differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements, determined by applying the prescribed methodologies of accounting for uncertainty in income taxes, represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. | |||||||||||||
For the years ended January 31, 2015, 2014, and 2013, the aggregate changes in the balance of gross unrecognized tax benefits were as follows: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Gross unrecognized tax benefits, beginning of year | $ | 145,408 | $ | 55,412 | $ | 36,377 | |||||||
Increases related to tax positions taken during the current year | 15,522 | 11,013 | 8,909 | ||||||||||
Increases as a result of acquisitions | 4,744 | 83,523 | — | ||||||||||
Increases related to tax positions taken during prior years | 1,927 | — | 15,575 | ||||||||||
Increases (decreases) related to foreign currency exchange rate | (3,900 | ) | 1,255 | (375 | ) | ||||||||
Reductions for tax positions of prior years | (3,440 | ) | (4,491 | ) | (3,602 | ) | |||||||
Lapses of statutes of limitations | (613 | ) | (1,304 | ) | (1,472 | ) | |||||||
Gross unrecognized tax benefits, end of year | $ | 159,648 | $ | 145,408 | $ | 55,412 | |||||||
As of January 31, 2015, we had $159.6 million of unrecognized tax benefits, of which $153.1 million represents the amount that, if recognized, would impact the effective income tax rate in future periods. We recorded $1.9 million of expense, a $10.5 million benefit, and $0.6 million of expense for interest and penalties related to uncertain tax positions in our provision for income taxes for the years ended January 31, 2015, 2014, and 2013, respectively. Accrued liabilities for interest and penalties were $10.9 million and $8.7 million at January 31, 2015 and 2014, respectively. Interest and penalties (expense and/or benefit) are recorded as a component of the (benefit) provision for income taxes in the consolidated financial statements. | |||||||||||||
Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. In the United States, with the exception of years in which are currently under examination, we are no longer subject to federal income tax examination for years prior to January 31, 2012. In Israel, we are no longer subject to income tax examination for years prior to January 31, 2007. In the United Kingdom, with the exception of years which are currently under examination, we are no longer subject to income tax examination for years prior to January 31, 2014. | |||||||||||||
As of January 31, 2015, income tax returns are under examination in the following significant tax jurisdictions: | |||||||||||||
Jurisdiction | Tax Years | ||||||||||||
Canada | January 31, 2011 - January 31, 2012 | ||||||||||||
United Kingdom | December 31, 2006; January 31, 2008 | ||||||||||||
India | March 31, 2006 - March 31, 2008; March 31, 2010 - March 31, 2013 | ||||||||||||
United States | December 31, 2011, December 31, 2012 | ||||||||||||
We regularly assess the adequacy of our provisions for income tax contingencies. As a result, we may adjust the reserves for unrecognized 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 expiration. We believe that it is reasonably possible that the total amount of unrecognized tax benefits at January 31, 2015 could decrease by approximately $4.7 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 taxes, the adjustment of certain deferred taxes including the need for additional valuation allowances and the recognition of tax benefits. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS | ||||||||||||
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. | |||||||||||||
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This fair value hierarchy consists of three levels of inputs that may be used to measure fair value: | |||||||||||||
•Level 1: quoted prices in active markets for identical assets or liabilities; | |||||||||||||
• | Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or | ||||||||||||
• | Level 3: unobservable inputs that are supported by little or no market activity. | ||||||||||||
We review the fair value hierarchy classification of our applicable assets and liabilities at each reporting period. Changes in the observability of valuation inputs may result in transfers within the fair value measurement hierarchy. We did not identify any transfers between levels of the fair value measurement hierarchy during the years ended January 31, 2015 and 2014. | |||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||
Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of January 31, 2015 and 2014: | |||||||||||||
January 31, 2015 | |||||||||||||
Fair Value Hierarchy Category | |||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Money market funds | $ | 183 | $ | — | $ | — | |||||||
Commercial paper (1) | — | 2,999 | — | ||||||||||
Short-term investments, classified as available-for-sale | — | 13,842 | — | ||||||||||
Foreign currency forward contracts | — | 763 | — | ||||||||||
Total assets | $ | 183 | $ | 17,604 | $ | — | |||||||
Liabilities: | |||||||||||||
Foreign currency forward contracts | $ | — | $ | 9,540 | $ | — | |||||||
Contingent consideration - business combinations | — | — | 14,507 | ||||||||||
Total liabilities | $ | — | $ | 9,540 | $ | 14,507 | |||||||
31-Jan-14 | |||||||||||||
Fair Value Hierarchy Category | |||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Money market funds | $ | 14,023 | $ | — | $ | — | |||||||
Commercial paper (1) | — | 49,991 | — | ||||||||||
Short-term investments, classified as available-for-sale | — | 9,406 | — | ||||||||||
Foreign currency forward contracts | — | 2,466 | — | ||||||||||
Total assets | $ | 14,023 | $ | 61,863 | $ | — | |||||||
Liabilities: | |||||||||||||
Foreign currency forward contracts | $ | — | $ | 846 | $ | — | |||||||
Contingent consideration - business combinations | — | — | 17,307 | ||||||||||
Total liabilities | $ | — | $ | 846 | $ | 17,307 | |||||||
(1) Commerical paper investments with remaining maturities of 90 days or less at time of purchase, classified within cash and cash equivalents. | |||||||||||||
The following table presents the changes in the estimated fair values of our liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the years ended January 31, 2015 and 2014: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Fair value measurement at beginning of period | $ | 17,307 | $ | 25,041 | |||||||||
Contingent consideration liabilities recorded for business combinations | 8,347 | 11,907 | |||||||||||
Changes in fair values, recorded in operating expenses | 900 | (2,588 | ) | ||||||||||
Payments of contingent consideration | (11,974 | ) | (17,094 | ) | |||||||||
Foreign currency translation and other | (73 | ) | 41 | ||||||||||
Fair value measurement at end of period | $ | 14,507 | $ | 17,307 | |||||||||
Our estimated liability for contingent consideration represents potential payments of additional consideration for business combinations, payable if certain defined performance goals are achieved. Changes in fair value of contingent consideration are recorded in the consolidated statements of operations within selling, general and administrative expenses. | |||||||||||||
Fair Value Measurements | |||||||||||||
Money Market Funds - We value our money market funds using quoted active market prices for such funds. | |||||||||||||
Short-term Investments and Commercial Paper - The fair values of short-term investments, as well as commercial paper classified as cash equivalents, are estimated using observable market prices for identical securities that are traded in less-active markets, if available. When observable market prices for identical securities are not available, we value these short-term investments using non-binding market price quotes from brokers which we review for reasonableness using observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model. | |||||||||||||
Foreign Currency Forward Contracts - The estimated fair value of foreign currency forward contracts is based on quotes received from the counterparties thereto. These quotes are reviewed for reasonableness by discounting the future estimated cash flows under the contracts, considering the terms and maturities of the contracts and market exchange rates using readily observable market prices for similar contracts. | |||||||||||||
Contingent Consideration - Business Combinations - The fair value of the contingent consideration related to business combinations 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 2.0% to 41.7% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2015. We utilized discount rates ranging from 1.1% to 27.0% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2014. | |||||||||||||
Other Financial Instruments | |||||||||||||
The carrying amounts of accounts receivable, accounts payable, and accrued liabilities and other current liabilities approximate fair value due to their short maturities. | |||||||||||||
The estimated fair values of our term loan borrowings were $409.0 million and $647.0 million at January 31, 2015 and 2014, 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 participations in our term loans are traded. The indicative prices provided to us as at each of January 31, 2015 and 2014 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 January 31, 2015 and 2014. | |||||||||||||
The estimated fair value of our Notes was approximately $427 million at January 31, 2015. The estimated fair value of the Notes is determined based on quoted bid and ask prices in the over-the-counter market in which the 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 and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. Further details regarding our regular impairment reviews appear in Note 1, "Summary of Significant Accounting Policies". |
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended | ||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||||||||||||||||
Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes. | |||||||||||||||||||||||
Foreign Currency Forward Contracts | |||||||||||||||||||||||
Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, primarily the Israeli shekel and the Canadian dollar. 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 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. | |||||||||||||||||||||||
Notional Amounts of Derivative Financial Instruments | |||||||||||||||||||||||
Our outstanding derivative financial instruments consisted only of foreign currency forward contracts with notional amounts of $156.8 million and $127.6 million as of January 31, 2015 and 2014, respectively. | |||||||||||||||||||||||
Fair Values of Derivative Financial Instruments | |||||||||||||||||||||||
The fair values of our derivative financial instruments as of January 31, 2015 and 2014 were as follows: | |||||||||||||||||||||||
31-Jan-15 | |||||||||||||||||||||||
Assets | Liabilities | ||||||||||||||||||||||
(in thousands) | Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||||||||||||
Classification | Classification | ||||||||||||||||||||||
Derivative financial instruments designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 164 | Accrued expenses and other liabilities | $ | 9,194 | |||||||||||||||||
Total derivative financial instruments designated as hedging instruments | $ | 164 | $ | 9,194 | |||||||||||||||||||
Derivative financial instruments not designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 599 | Accrued expenses and other liabilities | $ | 345 | |||||||||||||||||
Total derivative financial instruments not designated as hedging instruments | $ | 599 | $ | 345 | |||||||||||||||||||
31-Jan-14 | |||||||||||||||||||||||
Assets | Liabilities | ||||||||||||||||||||||
(in thousands) | Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||||||||||||
Classification | Classification | ||||||||||||||||||||||
Derivative financial instruments designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 2,245 | Accrued expenses and other liabilities | $ | 769 | |||||||||||||||||
Total derivative financial instruments designated as hedging instruments | $ | 2,245 | $ | 769 | |||||||||||||||||||
Derivative financial instruments not designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 221 | Accrued expenses and other liabilities | $ | 77 | |||||||||||||||||
Total derivative financial instruments not designated as hedging instruments | $ | 221 | $ | 77 | |||||||||||||||||||
Derivative Financial Instruments in Cash Flow Hedging Relationships | |||||||||||||||||||||||
The effects of derivative financial instruments designated as cash flow hedging instruments for the years ended January 31, 2015 and 2014 were as follows: | |||||||||||||||||||||||
Net (Losses) Gains Recognized in | Classification of Net (Losses) Gains Reclassified from Other Comprehensive Loss | Net (Losses) Gains Reclassified | |||||||||||||||||||||
Accumulated Other | into the Consolidated Statements of Operations | from Other Comprehensive Loss | |||||||||||||||||||||
Comprehensive Loss | into the Consolidated | ||||||||||||||||||||||
Statements of Operations | |||||||||||||||||||||||
January 31, | Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
Foreign currency forward contracts | $ | (7,992 | ) | $ | 1,485 | Operating Expenses | $ | (1,857 | ) | $ | 5,719 | $ | (803 | ) | |||||||||
There were no gains or losses from ineffectiveness of these hedges recorded for the years ended January 31, 2015, 2014, and 2013. All of the foreign currency forward contracts underlying the $8.0 million of net unrealized losses recorded in our accumulated other comprehensive loss at January 31, 2015 mature within twelve months, and therefore we expect all such losses to be reclassified into earnings within the next twelve months. | |||||||||||||||||||||||
Derivative Financial Instruments Not Designated as Hedging Instruments | |||||||||||||||||||||||
Gains (losses) recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended January 31, 2015, 2014 and 2013 were as follows: | |||||||||||||||||||||||
Classification in Consolidated Statements of Operations | Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||||||||||||
Foreign currency forward contracts | Other income (expense), net | $ | 3,986 | $ | 346 | $ | (399 | ) | |||||||||||||||
STOCKBASED_COMPENSATION_AND_OT
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | 12 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | |||||||||||||||||||||
Stock-Based Compensation Plans | ||||||||||||||||||||||
Plan Summaries | ||||||||||||||||||||||
We issue stock-based incentive awards to eligible employees, directors and consultants under the terms of our outstanding stock benefit plans (the "Plans" or "Stock Plans") and/or forms of equity award agreements approved by our board of directors. Our various Plans permit us to grant a variety of award types, including stock options (both incentive and non-qualified), restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance awards, stock appreciation rights, and other awards. | ||||||||||||||||||||||
As of January 31, 2015, all Plans other than those described herein are either terminated or otherwise no longer active. | ||||||||||||||||||||||
In July 2004, our stockholders approved the 2004 Stock Incentive Compensation Plan (the "2004 Plan") and in October 2010, approved the 2010 Long-Term Incentive Plan (the "2010 Plan"). Both the 2004 Plan and the 2010 Plan were subsequently modified to increase or transfer the number of shares authorized for issuance under the Plans. No further grants can be made under the 2004 Plan. Grants are permitted under the 2010 Plan through June 15, 2022. | ||||||||||||||||||||||
In August 2011, in connection with the acquisition of Vovici Corporation, we assumed the Vovici 2006 Amended and Restated Stock Plan, as amended (the "Vovici Plan"), which will continue in effect until July 28, 2020. We do not expect to use the shares available for grant under the Vovici Plan for future awards. | ||||||||||||||||||||||
In February 2013, in connection with the CTI Merger, we assumed the Comverse Technology, Inc. Stock Incentive Compensation Plan (the "CTI Plan"), which will continue in effect until September 7, 2021. | ||||||||||||||||||||||
The table below summarizes key information for Plans with shares under outstanding grants and/or shares available for grant as of January 31, 2015: | ||||||||||||||||||||||
(in thousands) | Number of | Number of | Number of | |||||||||||||||||||
Shares Reserved | Shares Under | Shares Available | ||||||||||||||||||||
for Grants | Outstanding Grants | for Grants | ||||||||||||||||||||
2004 Plan | 3,000 | 41 | — | |||||||||||||||||||
2010 Plan | 8,700 | 2,260 | 2,714 | |||||||||||||||||||
CTI Plan | 2,700 | 250 | 2,435 | |||||||||||||||||||
Vovici Plan | 317 | 3 | — | |||||||||||||||||||
Total | 2,554 | 5,149 | ||||||||||||||||||||
As presented in the table above, the number of shares under outstanding grants excludes, and the number of shares available for grants has not been reduced for, approximately 0.1 million RSUs with performance conditions awarded to officers for which the performance criteria has not yet been established by our board. Under applicable accounting guidance, if an award is subject to a performance vesting condition, an accounting grant date for the award is generally not established until the performance vesting condition has been defined and communicated. The table also excludes approximately 0.3 million shares available for grants under the Vovici Plan which, as noted above, are not expected to be used for future awards. | ||||||||||||||||||||||
Awards are generally subject to multi-year vesting periods. We recognize compensation expense for awards on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods, reduced by estimated forfeitures. Upon exercise of stock options, issuance of restricted stock, or issuance of shares under the Plans, we generally issue new shares of common stock, but occasionally may issue treasury shares. | ||||||||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||||||||
We recognized stock-based compensation expense in the following line items on the consolidated statements of operations for the years ended January 31, 2015, 2014 and 2013: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Component of income before (benefit) provision for income taxes: | ||||||||||||||||||||||
Cost of revenue - product | $ | 1,228 | $ | 759 | $ | 771 | ||||||||||||||||
Cost of revenue - service and support | 5,028 | 1,678 | 2,086 | |||||||||||||||||||
Research and development, net | 6,421 | 3,417 | 2,636 | |||||||||||||||||||
Selling, general and administrative | 41,781 | 29,137 | 19,715 | |||||||||||||||||||
Total stock-based compensation expense | 54,458 | 34,991 | 25,208 | |||||||||||||||||||
Income tax benefits related to stock-based compensation (before consideration of valuation allowances) | 12,364 | 8,171 | 6,456 | |||||||||||||||||||
Total stock-based compensation, net of taxes | $ | 42,094 | $ | 26,820 | $ | 18,752 | ||||||||||||||||
The following table summarizes stock-based compensation expense by type of award for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Component of stock-based compensation expense: | ||||||||||||||||||||||
Restricted stock units and restricted stock awards | $ | 46,634 | $ | 30,115 | $ | 20,425 | ||||||||||||||||
Stock options | 15 | 176 | 289 | |||||||||||||||||||
Phantom stock units | 129 | 128 | 516 | |||||||||||||||||||
Stock bonus program | 7,680 | 4,572 | 3,978 | |||||||||||||||||||
Total stock-based compensation expense | $ | 54,458 | $ | 34,991 | $ | 25,208 | ||||||||||||||||
Total stock-based compensation expense by classification was as follows for the years ended January 31, 2015, 2014 and 2013: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Equity-classified awards | $ | 46,963 | $ | 30,471 | $ | 20,174 | ||||||||||||||||
Stock bonus program and other reclassifications | (651 | ) | (298 | ) | 830 | |||||||||||||||||
Total equity-settled awards | 46,312 | 30,173 | 21,004 | |||||||||||||||||||
Other liability-classified awards | 8,146 | 4,818 | 4,204 | |||||||||||||||||||
Total stock-based compensation expense | $ | 54,458 | $ | 34,991 | $ | 25,208 | ||||||||||||||||
The increase in stock-based compensation expense during the year ended January 31, 2015, compared to the corresponding prior-year periods, resulted primarily from the combination of an increase in the number of outstanding RSUs, higher expenses associated with performance-based RSU's, a general increase in the price of our common stock, which is used to determine the grant-date fair value of an RSU, and a bonus share program, further details for which appear below under "Bonus Share Program". | ||||||||||||||||||||||
Awards under our stock bonus program 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. Our other liability-classified awards include our phantom stock awards and certain discretionary bonuses. Upon settlement of other liability-classified awards with equity, compensation expense associated with those awards is reported within equity-classified awards in the table above. | ||||||||||||||||||||||
Net excess tax benefits resulting from our Stock Plans were $0.3 million for the year ended January 31, 2015, and nominal for the years ended January, 2014 and 2013. Excess tax benefits represent a reduction in income taxes, otherwise payable during the period, attributable to the actual gross tax benefits in excess of the expected tax benefits, and are recorded as increases to additional paid-in capital. | ||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||
We did not grant stock options during the years ended January 31, 2015, 2014, and 2013. | ||||||||||||||||||||||
The following table summarizes stock option activity under the Plans for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
(in thousands, except exercise prices) | Stock Options | Weighted-Average Exercise Price | Stock Options | Weighted-Average Exercise Price | Stock Options | Weighted-Average Exercise Price | ||||||||||||||||
Beginning balance | 516 | $ | 34.6 | 924 | $ | 31.88 | 1,114 | $ | 30.4 | |||||||||||||
Exercised | (505 | ) | $ | 34.71 | (384 | ) | $ | 28.61 | (121 | ) | $ | 18.35 | ||||||||||
Forfeited | — | $ | — | (8 | ) | $ | 8.71 | (23 | ) | $ | 30.07 | |||||||||||
Expired | (2 | ) | $ | 32.13 | (16 | ) | $ | 35.27 | (46 | ) | $ | 32.73 | ||||||||||
Ending balance | 9 | $ | 28.74 | 516 | $ | 34.6 | 924 | $ | 31.88 | |||||||||||||
Stock options exercisable | 9 | $ | 28.74 | 515 | $ | 34.64 | 907 | $ | 32.32 | |||||||||||||
As of January 31, 2015, the aggregate intrinsic value for the options vested and exercisable was $0.2 million with a weighted-average remaining contractual life of 2.1 years. Additionally, there were 9,000 options vested and expected to vest with a weighted-average exercise price of $28.74 per share and an aggregate intrinsic value of $0.2 million with a weighted-average remaining contractual life of 2.1 years. | ||||||||||||||||||||||
The unrecognized compensation expense calculated under the fair value method for options expected to vest (unvested shares net of expected forfeitures) as of January 31, 2015 was not significant. | ||||||||||||||||||||||
Options outstanding and exercisable at January 31, 2015 had a weighted average remaining contractual life of 2.1 years. | ||||||||||||||||||||||
The following table summarizes certain key data for exercised options: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Intrinsic value of options exercised | $ | 8,759 | $ | 3,817 | $ | 1,450 | ||||||||||||||||
Cash received from the exercise of stock options | $ | 17,606 | $ | 10,896 | $ | 2,605 | ||||||||||||||||
Tax benefits realized from stock options exercised | $ | 2,306 | $ | 780 | $ | 339 | ||||||||||||||||
Fair value of options vested | $ | 178 | $ | 10,524 | $ | 17,832 | ||||||||||||||||
Restricted Stock Units and Restricted Stock Awards | ||||||||||||||||||||||
We periodically award RSUs and RSAs to our directors, officers, and other employees. The fair value of these awards is equivalent to the market value of our common stock on the grant date. The principal difference between these instruments is that RSUs are not shares of our common stock and do not have any of the rights or privileges thereof, including voting or dividend rights. On the applicable vesting date, the holder of an RSU becomes entitled to a share of our common stock. Both RSAs and RSUs are subject to certain restrictions and forfeiture provisions prior to vesting. | ||||||||||||||||||||||
Service-based RSUs typically vest based upon continued service, and we amortize the fair value of such time-based RSUs on a straight-line basis over the requisite service periods. | ||||||||||||||||||||||
We periodically award RSUs to executive officers and certain employees that vest upon the achievement of specified performance goals (“PRSUs”). For some of these awards, the performance goals are established by our board subsequent to the award date. As noted above, for PRSUs, an accounting grant date for the award is generally not established until the performance vesting condition has been defined and communicated. We separately recognize compensation expense for each tranche of a PRSU award as if it were a separate award with its own vesting date. Therefore, for certain PRSUs, a grant date has been established but the requisite service period has not yet begun as of January 31, 2015. | ||||||||||||||||||||||
Once the performance vesting condition has been defined and communicated, and the requisite service period has begun, our estimate of the fair value of PRSUs requires an assessment of the probability that the specified performance criteria will be achieved, which we update at each reporting date and adjust our estimate of the fair value of the PRSUs, if necessary. | ||||||||||||||||||||||
RSUs that settle, or are expected to settle, with cash payments upon vesting are reflected as liabilities on our consolidated balance sheets. | ||||||||||||||||||||||
The following table summarizes activity for RSAs and RSUs (including PRSUs) under the Plans for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
(in thousands, except grant date fair values) | Shares or Units | Weighted-Average Grant-Date Fair Value | Shares or Units | Weighted-Average Grant-Date Fair Value | Shares or Units | Weighted-Average Grant-Date Fair Value | ||||||||||||||||
Beginning balance | 2,250 | $ | 33.77 | 1,536 | $ | 31.42 | 1,450 | $ | 30.25 | |||||||||||||
Granted | 1,504 | $ | 46.11 | 1,533 | $ | 34.84 | 1,141 | $ | 29.53 | |||||||||||||
Released | (1,009 | ) | $ | 33.11 | (720 | ) | $ | 31.63 | (959 | ) | $ | 27.3 | ||||||||||
Forfeited | (200 | ) | $ | 38.46 | (99 | ) | $ | 31.87 | (96 | ) | $ | 32.59 | ||||||||||
Ending balance | 2,545 | $ | 40.96 | 2,250 | $ | 33.77 | 1,536 | $ | 31.42 | |||||||||||||
We granted 0.3 million, 0.5 million, and 0.1 million PRSUs during the years ended January 31, 2015, 2014, and 2013, respectively. Shares of common stock earned and issued and under PRSU grants totaled 0.2 million, 0.1 million, and 0.2 million during the years ended January 31, 2015, 2014, and 2013, respectively. As of January 31, 2015, there were 0.5 million unvested PRSUs outstanding. | ||||||||||||||||||||||
With respect of 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 2010 Plan 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. Further details appear below under “Stock Bonus Program”. | ||||||||||||||||||||||
As of January 31, 2015, unrecognized compensation expense related to 2.4 million unvested RSUs expected to vest subsequent to January 31, 2015 was approximately $58.8 million, with remaining weighted-average vesting periods of approximately 1.5 years, over which such expense is expected to be recognized. The unrecognized compensation expense does not include compensation expense related to shares for which a grant date has been established but the requisite service period has not begun. The total fair values of restricted stock units vested during the years ended January 31, 2015, 2014, and 2013 were $33.4 million, $24.9 million, and $29.1 million, respectively. | ||||||||||||||||||||||
Phantom Stock Units | ||||||||||||||||||||||
We have periodically issued phantom stock units to certain non-officer employees that settle, or are expected to settle, with cash payments upon vesting. Like equity-settled awards, phantom stock units are awarded with vesting conditions and are subject to certain forfeiture provisions prior to vesting. | ||||||||||||||||||||||
During the year ended January 31, 2013, we made $2.3 million of cash payments to plan participants upon vesting of phantom stock units. | ||||||||||||||||||||||
All other phantom stock unit activity for the years ended January 31, 2015, 2014 and 2013 was not significant. | ||||||||||||||||||||||
Stock Bonus Program | ||||||||||||||||||||||
In September 2011, our board of directors approved a stock bonus program under which eligible employees may receive a portion of their bonuses, otherwise payable in cash, in the form of discounted shares of our common stock. Executive officers have been eligible to participate in this program from and after the year ended January 31, 2014 to the extent that shares remained available for awards following the enrollment of all other participants. Shares awarded to executive officers with respect to the discount feature of the program are subject to a one-year vesting period. This program is subject to annual funding approval by our board of directors and an annual cap on the number of shares that can be issued. Subject to these limitations, the number of shares to be issued under the program for a given year is determined using a five-day trailing average price of our common stock when the awards are calculated, reduced by a discount to be determined by the board of directors each year (the "discount"). To the extent that this program is not funded in a given year or the number of shares of common stock needed to fully satisfy employee enrollment exceeds the annual cap, the applicable portion of the employee bonuses will generally revert to being paid in cash. Obligations under this program are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of common stock determined using a discounted average price of our common stock, as described above. | ||||||||||||||||||||||
The following table summarizes certain key data for the stock bonus program for the years ended January 31, 2015, 2014 and 2013: | ||||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands, except discount) | 2015 | 2014 | 2013 | |||||||||||||||||||
Maximum stock bonus program shares, as approved by board of directors | 125 | 150 | 150 | |||||||||||||||||||
Discount | 15 | % | 15 | % | 15 | % | ||||||||||||||||
Shares in lieu of cash bonus - granted and released | 82 | 69 | 116 | |||||||||||||||||||
Shares in respect of discount: | ||||||||||||||||||||||
Granted | 12 | 12 | 28 | |||||||||||||||||||
Released | 9 | 12 | 28 | |||||||||||||||||||
Shares granted in a particular year, as presented in the table above, represent the shares earned under the prior year's stock bonus program authorization. Awards earned under the stock bonus program in respect of the performance period ended January 31, 2015 are expected to be issued during the first half of the year ending January 31, 2016. | ||||||||||||||||||||||
The total accrued liability for the Stock Bonus Program was $3.4 million and $4.9 million as of January 31, 2015 and 2014, respectively. | ||||||||||||||||||||||
On March 19, 2015, our board of directors approved up to 125,000 shares of common stock, and a discount of 15%, for awards under our stock bonus program for the year ending January 31, 2016. Executive officers will be permitted to participate in this program for the year ending January 31, 2016, but only 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 15% discount will be subject to a one-year vesting period. | ||||||||||||||||||||||
Bonus Share Program | ||||||||||||||||||||||
In February 2015, the board of directors authorized the use of shares of common stock available under our equity incentive plans to award up to approximately $4.7 million in bonuses in respect of performance during the year ended January 31, 2015, to employees other than executive officers, subject to certain limitations on the aggregate number of shares that may be issued. 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. The liability for these bonuses is included within accrued expenses and other current liabilities at January 31, 2015. | ||||||||||||||||||||||
Shares in respect of this bonus program are expected to be issued during the first half of the year ending January 31, 2016. There is no discount feature associated with these bonus share awards. | ||||||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||||||
Effective September 1, 2002, we adopted and implemented the 2002 Employee Stock Purchase Plan (the "ESPP"). The ESPP, use of which had been suspended since 2006, was terminated by the board of directors during the year ended January 31, 2015. | ||||||||||||||||||||||
Other Benefit Plans | ||||||||||||||||||||||
401(k) Plan and Other Retirement Plans | ||||||||||||||||||||||
We maintain a 401(k) Plan for our full-time employees in the United States. The plan allows eligible employees who attain the age of 21 with three months of service to elect to contribute up to 60% of their annual compensation, subject to the prescribed maximum amount. We match employee contributions at a rate of 50%, up to a maximum annual matched contribution of $2,000 per employee. | ||||||||||||||||||||||
Employee contributions are always fully vested, while our matching contributions for each year vest on the last day of the calendar year provided the employee remains employed with us on that day. | ||||||||||||||||||||||
Our matching contribution expenses for our 401(k) Plan were $2.1 million, $1.8 million, and $1.7 million for the years ended January 31, 2015, 2014, and 2013, respectively. | ||||||||||||||||||||||
We provide retirement benefits for non-U.S. employees as required by local laws or to a greater extent as we deem appropriate through plans that function similar to 401(k) plans. Funding requirements for programs required by local laws are determined on an individual country and plan basis and are subject to local country practices and market circumstances. | ||||||||||||||||||||||
Severance Pay | ||||||||||||||||||||||
We are obligated to make severance payments for the benefit of certain employees of our foreign subsidiaries. Severance payments made to Israeli employees are considered significant compared to all other subsidiaries with severance payment arrangements. Under Israeli law, we are obligated to make severance payments to employees of our Israeli subsidiaries, subject to certain conditions. In most cases, our liability for these severance payments is fully provided for by regular deposits to funds administered by insurance providers and by an accrual for the amount of our liability which has not yet been deposited. | ||||||||||||||||||||||
Severance expenses for the years ended January 31, 2015, 2014, and 2013 were $6.8 million, $5.8 million, and $4.9 million, respectively. |
MERGER_WITH_CTI
MERGER WITH CTI | 12 Months Ended |
Jan. 31, 2015 | |
MERGER AGREEMENT WITH CTI [Abstract] | |
MERGER WITH CTI | MERGER WITH CTI |
Overview | |
Prior to February 4, 2013, CTI beneficially owned a majority of our common stock (assuming the conversion of CTI’s holdings of our Series A Convertible Preferred Stock into common stock) and held a majority of the voting power of our common stock. As of January 31, 2013, shortly before the CTI Merger (as described below), CTI’s beneficial ownership position in us was approximately 53.5%. | |
On August 12, 2012, we entered into an agreement and plan of merger agreement with CTI (the "CTI Merger Agreement"), providing for the merger of CTI with and into our new, wholly owned subsidiary. The CTI Merger was completed on February 4, 2013. The CTI Merger eliminated CTI's majority ownership and control of us. | |
At the closing of the CTI Merger, approximately 28.6 million newly issued shares of our common stock were exchanged for approximately 220.0 million issued and outstanding shares of CTI common stock. In addition, the 16.3 million shares of our common stock and all shares of our Preferred Stock held by CTI at the time of the CTI Merger were canceled. | |
Holders of shares of our common stock immediately prior to the completion of the CTI Merger, other than CTI, continued to own their existing shares, which were not affected by the CTI Merger. | |
Expenses incurred in connection with this matter were not significant during the years ended January 31, 2015 and 2014. During the year ended January 31, 2013, we incurred expenses associated with this matter of $16.1 million, consisting primarily of legal and other professional fees, which were expensed as incurred and are reflected within selling, general and administrative expenses. | |
The CTI Merger qualified as a tax-free reorganization for U.S. federal income tax purposes. | |
Prior to the CTI Merger, CTI had distributed to its shareholders or otherwise disposed of substantially all of its assets, other than its interests in us, including the distribution of all of the outstanding common stock of its subsidiary, Comverse, Inc. ("Comverse") to its shareholders (the “Comverse share distribution”). As a result, at the time of the CTI Merger, the net assets of CTI consisted primarily of its controlling equity interests in Verint, as well as certain residual cash and cash equivalents and other sundry net assets. In addition, CTI had NOL carryforwards for income tax reporting purposes, and other tax attributes. No CTI employees, operations or business processes moved to the combined company in the CTI Merger. As a result, our existing net assets and operations represented the vast majority of the net assets and all of the operations of the combined company. | |
In connection with the Comverse share distribution, CTI and Comverse entered into several agreements to govern certain ongoing relationships between CTI and Comverse after the Comverse share distribution and to provide for an orderly transition. | |
In one of these agreements, Comverse agreed to indemnify CTI and its affiliates (including Verint following the CTI Merger) against certain losses arising as a result of the CTI Merger and the Comverse share distribution. Certain of Comverse's indemnification obligations are capped at $25.0 million and certain obligations are uncapped. Pursuant to this agreement, at the closing of the CTI Merger, CTI placed $25.0 million into an escrow account to support indemnification claims to the extent made against Comverse by CTI and its affiliates (including Verint after the CTI Merger). The balance of such escrow account was released to Comverse on August 4, 2014. | |
Consolidated Financial Statement Impact | |
For financial reporting purposes, the CTI Merger was accounted for as our acquisition of CTI in a combination of entities under common control. We are the continuing reporting entity. As a result, upon completion of the CTI Merger on February 4, 2013, our consolidated stockholders' equity was adjusted to reflect the $285.5 million carrying value of our Preferred Stock, all of which was held by CTI, and the $14.1 million carrying value of CTI's net assets (other than its equity interests in us), as increases to our additional paid-in capital. Prior to the CTI Merger, our Preferred Stock had been classified as mezzanine equity on our consolidated balance sheet. | |
As noted above, CTI's net assets also included net deferred tax assets primarily relating to CTI's NOL carryforwards for income tax purposes. The net deferred tax assets were fully offset by unrecognized tax benefits and valuation allowances. Also included in CTI's net assets were $15.8 million of liabilities primarily related to certain unrecognized tax benefits (not offsetting NOL carryforwards) and accrued penalties and interest and corresponding indemnification assets totaling the same amount, recognizing Comverse's contractual obligation to indemnify us for these liabilities. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS |
As noted previously, on February 4, 2013 we completed the CTI Merger, which eliminated CTI's majority ownership and control of us. As of January 31, 2013, prior to the CTI Merger, CTI beneficially owned approximately 53.5%, and also held a majority of the voting power, of our common stock on an as-converted basis. | |
During the year ended January 31, 2013, we paid $0.3 million to a subsidiary of CTI for its assignment to us of user licenses for certain third-party internal-use software. We also paid $1.6 million during the same year to certain subsidiaries of CTI to settle pre-existing liabilities incurred in the regular course of business. | |
Previous Relationships with CTI and its Subsidiaries | |
Prior to the CTI Merger, we were a party to several business agreements with CTI or its affiliates, each of which either terminated in connection with the CTI Merger, or is inactive and will be formally terminated, with the exception of the Federal Income Tax Sharing Agreement, which will remain in effect for the foreseeable future. These business agreements included service agreements whereby, if necessary, we received certain business support services from CTI and its other subsidiaries. Activity under these service agreements was not significant during the year ended January 31, 2013. | |
The Federal Income Tax Sharing Agreement with CTI applies to periods prior to our IPO in which we were included in CTI’s consolidated federal tax return. By virtue of its controlling ownership and this tax sharing agreement, CTI effectively controlled all of our tax decisions for periods ending prior to the completion of our IPO, which occurred in May 2002. Under the agreement, for periods during which we were included in CTI's consolidated income tax return, we were required to pay CTI an amount equal to the tax liability we would have owed, if any, had we filed a federal income tax return on our own, as computed by CTI in its reasonable discretion. Under the agreement, we were not entitled to receive any payments from CTI in respect of, or to otherwise take advantage of, any loss resulting from the calculation of our separate income tax liability. The tax sharing agreement also provided for certain payments in the event of adjustments to the group’s income tax liability. The tax sharing agreement continues in effect until 60 days after the expiration of the applicable statute of limitations for the final year in which we were part of the CTI consolidated group for income tax purposes. | |
Other Related Party Transactions | |
Our joint venture incurs certain operating expenses, including office rent and other administrative costs, under arrangements with one of its noncontrolling shareholders. These expenses totaled $0.5 million for each of the years ended January 31, 2015, 2014, and 2013. Revenue recognized from this noncontrolling shareholder by our joint venture was not significant for the year ended January 31, 2015, and $0.2 million, and $0.3 million for the years ended January 31, 2014 and 2013, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES | ||||||||||||
Operating and Capital Leases | |||||||||||||
We lease office, manufacturing, and warehouse space, as well as certain equipment, under non-cancelable operating lease agreements. We have also periodically entered into capital leases. Terms of the leases, including renewal options and escalation clauses, vary by lease. When determining the term of a lease, we include renewal options that are reasonably assured. The lease agreements generally provide that we pay taxes, insurance, and maintenance expenses related to the leased assets over the initial lease term and those renewal periods that are reasonably assured. | |||||||||||||
Our facility leases may contain rent escalation clauses or rent holidays, commencing at various times during the terms of the | |||||||||||||
agreements. Rent expense on operating leases with scheduled rent increases or holidays during the lease term is recognized on a straight-line basis. The difference between rent expense and rent paid is recorded as deferred rent. Leasehold improvements are depreciated over the shorter of their economic lives, which begin once the assets are ready for their intended use, or the term of the lease. | |||||||||||||
Rent expense incurred under all operating leases was $17.2 million, $15.0 million, and $16.0 million for the years ended January 31, 2015, 2014, and 2013, respectively. | |||||||||||||
As of January 31, 2015, our minimum future rentals under non-cancelable operating leases were as follows: | |||||||||||||
(in thousands) | Operating | ||||||||||||
Years Ending January 31, | Leases | ||||||||||||
2016 | $ | 15,383 | |||||||||||
2017 | 12,550 | ||||||||||||
2018 | 10,179 | ||||||||||||
2019 | 8,564 | ||||||||||||
2020 | 6,453 | ||||||||||||
2021 and thereafter | 31,953 | ||||||||||||
Total | $ | 85,082 | |||||||||||
We sublease certain space in our facilities to third parties. As of January 31, 2015, total expected future sublease income was $2.5 million and will range from $0.1 million to $1.1 million on an annual basis through August 2018. | |||||||||||||
On February 13, 2015, we entered into a new operating lease for a facility in Melville, New York, which facility will serve as our corporate headquarters following the expiration of our existing corporate headquarters lease in November 2015. The new Melville facility will be occupied under a lease that expires in 2027. The aggregate minimum lease commitment over the term of this new lease, excluding operating expenses, is approximately $18.8 million. This commitment is not included in the table of minimum future rentals under non-cancelable operating leases presented above. | |||||||||||||
Unconditional Purchase Obligations | |||||||||||||
In the ordinary course of business, we enter into certain unconditional purchase obligations, which are agreements to purchase goods or services that are enforceable, legally binding, and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on current needs and are typically fulfilled by our vendors within a relatively short time horizon. | |||||||||||||
As of January 31, 2015, our unconditional purchase obligations totaled approximately $57.5 million, the majority of which were scheduled to occur within the subsequent twelve months. Due to the relatively short life of the obligations, the carrying value approximates the fair value of these obligations at January 31, 2015. | |||||||||||||
Warranty Liability | |||||||||||||
The following table summarizes the activity in our warranty liability, which is included in accrued expenses and other liabilities in the consolidated balance sheets, for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Warranty liability, beginning of year | $ | 706 | $ | 1,045 | $ | 2,015 | |||||||
Provision credited against expenses | (60 | ) | (337 | ) | (780 | ) | |||||||
Warranty charges | — | — | (188 | ) | |||||||||
Foreign currency translation and other | (13 | ) | (2 | ) | (2 | ) | |||||||
Warranty liability, end of year | $ | 633 | $ | 706 | $ | 1,045 | |||||||
We accrue for warranty costs as part of our cost of revenue based on associated product costs, labor costs, and associated overhead. Our Enterprise Intelligence solutions are sold with a warranty of generally one year on hardware and 90 days for software. Our Communications Intelligence solutions and Video Intelligence solutions are sold with warranties that typically range in duration from 90 days to three years, and in some cases longer. | |||||||||||||
Licenses and Royalties | |||||||||||||
We license certain technology and pay royalties under such licenses and other agreements entered into in connection with research and development activities. | |||||||||||||
As discussed in Note 1, "Summary of Significant Accounting Policies", we receive non-refundable grants from the OCS that fund a portion of our research and development expenditures. The Israeli law under which the OCS grants are made limits our ability to manufacture products, or transfer technologies, developed using these grants outside of Israel. If we were to seek approval to manufacture products, or transfer technologies, developed using these grants outside of Israel, we could be subject to additional royalty requirements or be required to pay certain redemption fees. If we were to violate these restrictions, we could be required to refund any grants previously received, together with interest and penalties, and may be subject to criminal penalties. | |||||||||||||
Off-Balance Sheet Risk | |||||||||||||
In the normal course of business, we provide certain customers with financial performance guarantees, which are generally backed by standby letters of credit or surety bonds. In general, we would only be liable for the amounts of these guarantees in the event that our nonperformance permits termination of the related contract by our customer, which we believe is remote. At January 31, 2015, we had approximately $87.9 million of outstanding letters of credit and surety bonds relating primarily to these performance guarantees. As of January 31, 2015, we believe we were in compliance with our performance obligations under all contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. Our historical non-compliance with our performance obligations has been insignificant. | |||||||||||||
Indemnifications | |||||||||||||
In the normal course of business, we provide indemnifications of varying scopes to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations. | |||||||||||||
To the extent permitted under Delaware law or other applicable law, we indemnify our directors, officers, employees, and agents against claims they may become subject to by virtue of serving in such capacities for us. We also have contractual indemnification agreements with our directors, officers, and certain senior executives. The maximum amount of future payments we could be required to make under these indemnification arrangements and agreements is potentially unlimited; however, we have insurance coverage that limits our exposure and enables us to recover a portion of any future amounts paid. We are not able to estimate the fair value of these indemnification arrangements and agreements in excess of applicable insurance coverage, if any. | |||||||||||||
Legal Proceedings | |||||||||||||
On March 26, 2009, legal actions were commenced by Ms. Orit Deutsch, a former employee of our subsidiary, Verint Systems Limited ("VSL"), against VSL in the Tel Aviv Regional Labor Court (Case Number 4186/09) (the “Deutsch Labor Action”) and against CTI in the Tel Aviv District Court (Case Number 1335/09) (the “Deutsch District Action”). In the Deutsch Labor Action, Ms. Deutsch filed a motion to approve a class action lawsuit on the grounds that she purports to represent a class of our employees and former employees who were granted Verint and CTI stock options and were allegedly damaged as a result of the suspension of option exercises during our previous extended filing delay period. In the Deutsch District Action, in addition to a small amount of individual damages, Ms. Deutsch is 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 of option exercises during CTI's previous extended filing delay period. 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 to the Tel Aviv District Court, based on an agreed motion filed by the parties requesting such transfer. | |||||||||||||
On April 4, 2012, Ms. Deutsch and Ms. Katriel filed an uncontested motion to consolidate and amend their claims and on June 7, 2012, the District Court allowed Ms. Deutsch and Ms. Katriel to file the consolidated class certification motion and an amended consolidated complaint against VSL, CTI, and Comverse Limited. Following CTI's announcement of its intention to effect the Comverse share distribution, on July 12, 2012, the plaintiffs filed a motion requesting that the District Court order CTI to set aside up to $150.0 million in assets to secure any future judgment. The District Court ruled 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, CTI either sold or transferred substantially all of its business operations and assets (other than its equity ownership interests in us and Comverse) to Comverse or unaffiliated third parties. On October 31, 2012, CTI completed 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 the Comverse share distribution, Comverse became an independent public company and ceased to be a wholly owned subsidiary of CTI, and CTI ceased to have any material assets other than its equity interest in us. | |||||||||||||
On February 4, 2013, we completed the CTI Merger. As a result of the CTI Merger, we have assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the Deutsch District Action and the Katriel District Action. However, under the terms of the Distribution Agreement between CTI and Comverse relating to the Comverse share distribution, we, as successor to CTI, are entitled to indemnification from Comverse for any losses we suffer in our capacity as successor-in-interest to CTI in connection with the Deutsch District Action and the Katriel District Action. | |||||||||||||
Following an attempt to mediate the dispute, on July 1, 2014, the plaintiffs filed a notice with the District Court informing it that the mediation process had been unsuccessful. As a result, the parties recently filed summations on the plaintiffs’ motion to certify the suit as a class action, which are under consideration by the District Court. | |||||||||||||
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 outcome of any current claims will have a material effect on our consolidated financial position, results of operations, or cash flows. |
SEGMENT_GEOGRAPHIC_AND_SIGNIFI
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | ||||||||||||
Segment Information | |||||||||||||
Operating results by segment for the years ended January 31, 2015, 2014 and 2013 were as follows: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Revenue: | |||||||||||||
Enterprise Intelligence | |||||||||||||
Segment revenue | $ | 687,703 | $ | 500,847 | $ | 494,967 | |||||||
Revenue adjustments | (29,032 | ) | (1,946 | ) | (4,489 | ) | |||||||
658,671 | 498,901 | 490,478 | |||||||||||
Communications Intelligence | |||||||||||||
Segment revenue | 360,090 | 288,619 | 231,719 | ||||||||||
Revenue adjustments | (695 | ) | (616 | ) | (2,112 | ) | |||||||
359,395 | 288,003 | 229,607 | |||||||||||
Video Intelligence | |||||||||||||
Segment revenue | 110,370 | 120,555 | 121,390 | ||||||||||
Revenue adjustments | — | (167 | ) | (1,933 | ) | ||||||||
110,370 | 120,388 | 119,457 | |||||||||||
Total revenue | $ | 1,128,436 | $ | 907,292 | $ | 839,542 | |||||||
Segment contribution: | |||||||||||||
Enterprise Intelligence | $ | 276,754 | $ | 215,368 | $ | 216,941 | |||||||
Communications Intelligence | 115,509 | 90,658 | 67,168 | ||||||||||
Video Intelligence | 27,527 | 28,986 | 27,407 | ||||||||||
Total segment contribution | 419,790 | 335,012 | 311,516 | ||||||||||
Unallocated expenses, net: | |||||||||||||
Amortization of acquired intangible assets | 76,167 | 36,931 | 39,254 | ||||||||||
Stock-based compensation | 54,458 | 34,991 | 25,208 | ||||||||||
Other unallocated expenses | 210,054 | 140,804 | 147,501 | ||||||||||
Total unallocated expenses, net | 340,679 | 212,726 | 211,963 | ||||||||||
Operating income | 79,111 | 122,286 | 99,553 | ||||||||||
Other expense, net | (57,708 | ) | (58,971 | ) | (31,789 | ) | |||||||
Income before (benefit) provision for income taxes | $ | 21,403 | $ | 63,315 | $ | 67,764 | |||||||
Revenue adjustments represent revenue of acquired companies which is included within segment revenue reviewed by the CODM, but 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. | |||||||||||||
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. There were no material changes in the allocation of goodwill and acquired intangible assets by operating segment during the years ended January 31, 2015, 2014 and 2013. The allocations of goodwill and acquired intangible assets by operating segment appear in Note 5, "Intangible Assets and Goodwill". | |||||||||||||
Geographic Information | |||||||||||||
Revenue by major geographic region is based upon the geographic location of the customers who purchase our products. The geographic locations of distributors, resellers, and systems integrators who purchase and resell our products may be different from the geographic locations of end customers. | |||||||||||||
Revenue in the Americas includes the United States, Canada, Mexico, Brazil, and other countries in the Americas. Revenue in EMEA includes the United Kingdom, Germany, Israel, and other countries in EMEA. Revenue in the Asia-Pacific ("APAC") region includes Australia, India, Singapore, and other Asia-Pacific countries. | |||||||||||||
The information below summarizes revenue from unaffiliated customers by geographic area for the years ended January 31, 2015, 2014 and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Americas: | |||||||||||||
United States | $ | 430,565 | $ | 374,518 | $ | 387,927 | |||||||
Other | 157,992 | 133,531 | 72,089 | ||||||||||
Total Americas | 588,557 | 508,049 | 460,016 | ||||||||||
EMEA | 347,056 | 185,151 | 201,727 | ||||||||||
APAC | 192,823 | 214,092 | 177,799 | ||||||||||
Total revenue | $ | 1,128,436 | $ | 907,292 | $ | 839,542 | |||||||
Our long-lived assets primarily consist of net property and equipment, goodwill and other intangible assets, capitalized software development costs, deferred cost of revenue, and deferred income taxes. We believe that our tangible long-lived assets, which consist of our net property and equipment, are exposed to greater geographic area risks and uncertainties than intangible assets and long-term cost deferrals, because these tangible assets are difficult to move and are relatively illiquid. | |||||||||||||
Property and equipment, net by geographic area consisted of the following as of January 31, 2015, 2014 and 2013: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
United States | $ | 24,966 | $ | 18,921 | $ | 20,607 | |||||||
Israel | 20,064 | 14,320 | 11,025 | ||||||||||
Other countries | 17,460 | 6,904 | 6,529 | ||||||||||
Total property and equipment, net | $ | 62,490 | $ | 40,145 | $ | 38,161 | |||||||
Significant Customers | |||||||||||||
No single customer accounted for more than 10% of our revenue during the years ended January 31, 2015 and 2013. One customer in our Communications Intelligence operating segment accounted for slightly more than 10% of our revenue during the year ended January 31, 2014. |
SELECTED_QUARTERLY_FINANCIAL_I
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||||
Summarized condensed quarterly financial information for the years ended January 31, 2015 and 2014 appears in the following tables: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
April 30, | July 31, | October 31, | January 31, | ||||||||||||||
(in thousands, except per share data) | 2014 | 2014 | 2014 | 2015 | |||||||||||||
Revenue | $ | 257,393 | $ | 276,816 | $ | 282,574 | $ | 311,653 | |||||||||
Gross profit | $ | 154,570 | $ | 174,261 | $ | 181,471 | $ | 202,986 | |||||||||
(Loss) income before (benefit) provision for income taxes | $ | (13,269 | ) | $ | (4,846 | ) | $ | 16,239 | $ | 23,279 | |||||||
Net income (loss) | $ | 28,819 | $ | (10,380 | ) | $ | 11,473 | $ | 6,490 | ||||||||
Net income (loss) attributable to Verint Systems Inc. | $ | 27,956 | $ | (12,278 | ) | $ | 10,670 | $ | 4,583 | ||||||||
Net income (loss) attributable to Verint Systems Inc. common shares: | |||||||||||||||||
for basic net income (loss) per common share | $ | 27,956 | $ | (12,278 | ) | $ | 10,670 | $ | 4,583 | ||||||||
for diluted net income (loss) per common share | $ | 27,956 | $ | (12,278 | ) | $ | 10,670 | $ | 4,583 | ||||||||
Net income (loss) per common share attributable to Verint Systems Inc. | |||||||||||||||||
Basic | $ | 0.52 | $ | (0.21 | ) | $ | 0.18 | $ | 0.08 | ||||||||
Diluted | $ | 0.51 | $ | (0.21 | ) | $ | 0.17 | $ | 0.07 | ||||||||
Three Months Ended | |||||||||||||||||
April 30, | July 31, | October 31, | January 31, | ||||||||||||||
(in thousands, except per share data) | 2013 | 2013 | 2013 | 2014 | |||||||||||||
Revenue | $ | 204,786 | $ | 222,447 | $ | 224,314 | $ | 255,745 | |||||||||
Gross profit | $ | 131,478 | $ | 149,840 | $ | 152,157 | $ | 167,397 | |||||||||
(Loss) income before provision for income taxes | $ | (4,834 | ) | $ | 21,314 | $ | 30,011 | $ | 16,824 | ||||||||
Net (loss) income | $ | (7,937 | ) | $ | 18,505 | $ | 24,054 | $ | 24,154 | ||||||||
Net (loss) income attributable to Verint Systems Inc. | $ | (9,153 | ) | $ | 17,536 | $ | 22,487 | $ | 22,887 | ||||||||
Net (loss) income attributable to Verint Systems Inc. common shares: | |||||||||||||||||
for basic net (loss) income per common share | $ | (9,327 | ) | $ | 17,536 | $ | 22,487 | $ | 22,887 | ||||||||
for diluted net (loss) income per common share | $ | (9,327 | ) | $ | 17,536 | $ | 22,487 | $ | 22,887 | ||||||||
Net (loss) income per common share attributable to Verint Systems Inc. | |||||||||||||||||
Basic | $ | (0.18 | ) | $ | 0.33 | $ | 0.42 | $ | 0.43 | ||||||||
Diluted | $ | (0.18 | ) | $ | 0.33 | $ | 0.42 | $ | 0.42 | ||||||||
Net income (loss) per common share attributable to Verint Systems Inc. is computed independently for each quarterly period and for the year. Therefore, the sum of quarterly net income (loss) per common share amounts may not equal the amounts reported for the years. | |||||||||||||||||
Quarterly operating results for the year ended January 31, 2015 include: | |||||||||||||||||
• | an income tax benefit of $45.2 million in the three months ended April 30, 2014 resulting from the reduction of a valuation allowance on our deferred income tax assets in connection with the acquisition of KANA; | ||||||||||||||||
• | a $7.1 million loss on early retirement of debt in the three months ended April 30, 2014 associated with an amendment to our Credit Agreement, and | ||||||||||||||||
• | a $5.5 million loss on early retirement of debt in the three months ended July 31, 2014 associated with an the early partial retirement of our February 2014 Term Loans and March 2014 Term Loans. | ||||||||||||||||
Quarterly operating results for the year ended January 31, 2014 include a $9.7 million loss on early retirement of debt in the three months ended April 30, 2013 associated with an amendment to our Credit Agreement. | |||||||||||||||||
As is typical for many software and technology companies, our business is subject to seasonal and cyclical factors. 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, potentially 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 reflects customer spending patterns and budget cycles, as well as the impact of compensation incentive 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, also have an impact on our business and financial results. See "Risk Factors" under Item 1A of this report for a more detailed discussion of factors which may affect our business and financial results. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||
The accompanying consolidated financial statements include the accounts of Verint Systems Inc., our wholly owned subsidiaries, and a joint venture in which we hold a 50% equity interest. This joint venture functions as a systems integrator for Asian markets and is a variable interest entity in which we are the primary beneficiary. The noncontrolling interest in this joint venture is reflected within stockholders’ equity on our consolidated balance sheet, but separately from our equity. Investments in companies in which we have less than a 20% ownership interest and do not exercise significant influence are accounted for at cost. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
Cash primarily consists of cash on hand and bank deposits. Cash equivalents primarily consist of interest-bearing money market accounts, commercial paper, and other highly liquid investments with remaining maturities of 90 days or less when purchased. | |||||||||||||
Restricted Cash and Bank Time Deposits | Restricted Cash and Restricted Bank Time Deposits | ||||||||||||
Restricted cash and restricted bank time deposits are pledged as collateral or otherwise restricted as to use for vendor payables, general liability insurance, workers’ compensation insurance, warranty programs, and other obligations. Restricted bank time deposits generally consist of certificates of deposit with original maturities of between 30 and 360 days. | |||||||||||||
Investments | Investments | ||||||||||||
Our investments generally consist of bank time deposits, and marketable debt securities of corporations, the U.S. government, and agencies of the U.S. government, all with remaining maturities in excess of 90 days at the time of purchase. We do not invest in auction rate securities as a matter of policy. | |||||||||||||
Investments in marketable securities which are classified as available-for-sale are stated at fair value based on market quotes. Investments in time deposits and in certain marketable debt securities which are classified as held-to-maturity are stated at amortized cost. Occasionally, investments with stated maturities beyond one year are classified as short-term if the securities are highly marketable and readily convertible into cash for current operations, although we held no such securities at January 31, 2015 and 2014. Unrealized gains and losses on available-for-sale securities, net of applicable deferred income taxes, are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Gains or losses realized upon sale of short-term investments and declines in value deemed to be other than temporary, if applicable, are recorded in other income (expense), net in our consolidated statement of operations, using the specific identification method. Interest on short-term investments is recognized within income when earned. | |||||||||||||
We periodically review our investments for indications of possible impairment in value. Factors considered in determining whether a loss is other than temporary include the length of time and extent to which fair value has been below the cost basis, the financial condition and near-term prospects of the investee, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. | |||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | ||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, bank time deposits, short-term investments, and trade accounts receivable. We invest our cash in bank accounts, certificates of deposit, and money market accounts with major financial institutions, in U.S. Treasury and agency obligations, and in debt securities of corporations. By policy, we seek to limit credit exposure on investments through diversification and by restricting our investments to highly rated securities. | |||||||||||||
We grant credit terms to our customers in the ordinary course of business. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising our customer base and their dispersion across different industries and geographic areas. | |||||||||||||
Accounts Receivable, Net | Accounts Receivable, Net | ||||||||||||
Trade accounts receivable are recorded at the invoiced amount and are not interest-bearing. | |||||||||||||
Accounts receivable, net, includes costs in excess of billings and estimated earnings on arrangements recognized under contract | |||||||||||||
accounting methods, representing revenue recognized on contracts for which billing will occur in subsequent periods, in accordance with the terms of the contracts. Costs in excess of billings and estimated earnings on such contracts were $30.2 million and $22.5 million at January 31, 2015 and 2014, respectively. | |||||||||||||
The application of our revenue recognition policies sometimes results in circumstances for which we are unable to recognize revenue relating to sales transactions that have been billed, but the related account receivable has not been collected. For consolidated balance sheet presentation purposes, we do not recognize the deferred revenue or the related account receivable and no amounts appear in our consolidated balance sheets for such transactions. Only to the extent that we have received cash for a given deferred revenue transaction is the amount included in deferred revenue on the consolidated balance sheets. | |||||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||||
We estimate the collectability of our accounts receivable balances each accounting period and adjust our allowance for doubtful | |||||||||||||
accounts accordingly. Considerable judgment is required in assessing the collectability of accounts receivable, including consideration of the creditworthiness of each customer, their collection history, and the related aging of past due accounts receivable balances. We evaluate specific accounts when we learn that a customer may be experiencing a deteriorating financial condition due to lower credit ratings, bankruptcy, or other factors that may affect its ability to render payment. We write-off an account receivable and charge it against its recorded allowance at the point when it is considered uncollectible. | |||||||||||||
The following table summarizes the activity in our allowance for doubtful accounts for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Balance at beginning of period | $ | 1,187 | $ | 1,775 | $ | 2,929 | |||||||
Provisions charged to expense | 423 | 1,100 | 250 | ||||||||||
Amounts written off | (461 | ) | (1,700 | ) | (1,520 | ) | |||||||
Other, including fluctuations in foreign exchange rates | (50 | ) | 12 | 116 | |||||||||
Balance at end of period | $ | 1,099 | $ | 1,187 | $ | 1,775 | |||||||
Inventories | Inventories | ||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using the weighted-average method of inventory accounting. The valuation of our inventories requires us to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for our products. Although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of our inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue. | |||||||||||||
Property and Equipment, net | Property and Equipment, net | ||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method based over the estimated useful lives of the assets. The vast majority of equipment, furniture and other is depreciated over periods ranging from three to seven years. Software is depreciated over periods ranging from three to four years. Buildings are depreciated over periods ranging from ten to twenty-five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. | |||||||||||||
The cost of maintenance and repairs of property and equipment is charged to operations as incurred. When assets are retired or | |||||||||||||
disposed of, the cost and accumulated depreciation or amortization thereon are removed from the consolidated balance sheet and any resulting gain or loss is recognized in the consolidated statement of operations. | |||||||||||||
Goodwill, Other Acquired Intangible Assets, and Long-Lived Assets | Goodwill, Other Acquired Intangible Assets, and Long-Lived Assets | ||||||||||||
We record goodwill when the purchase price of net tangible and identifiable intangible assets we acquire exceeds their fair value. Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development ("IPR&D"). We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of ten years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. | |||||||||||||
We regularly perform reviews to determine if the carrying values of our goodwill and other intangible assets are impaired. | |||||||||||||
We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. As of January 31, 2015, our reporting units are consistent with our operating segments identified in Note 18, "Segment, Geographic, and Significant Customer Information". | |||||||||||||
We review goodwill for impairment utilizing either a qualitative assessment or a two-step process. If we decide that it is appropriate to perform a qualitative assessment and conclude that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is performed. For reporting units where we perform the two-step process, the first step requires us to estimate the fair value of each reporting unit and compare that fair value to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired and no further evaluation is performed. If the carrying value is higher than the estimated fair value, there is an indication that impairment may exist and the second step is performed, in which case the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment charge. | |||||||||||||
For reporting units where we decide to perform a qualitative assessment, we assess and make judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and our stock price, among others. We then consider the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit’s fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. | |||||||||||||
For reporting units where we perform the two-step process, we utilize some or all of three primary approaches to assess fair value: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using multiples of comparable companies, and (c) a transaction-based approach, using multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of each reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the public company and the market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts. | |||||||||||||
Further information regarding our annual goodwill impairment reviews appears in Note 5, "Intangible Assets and Goodwill". | |||||||||||||
Acquired IPR&D projects which have not reached technological feasibility at the date of acquisition are considered indefinite-lived intangible assets and are not subject to amortization until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, the IPR&D assets are amortized over their estimated useful lives. If a project is abandoned rather than completed, the IPR&D asset is written-off. IPR&D assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. | |||||||||||||
We review finite-lived intangible assets and other long-lived assets when an event occurs indicating the potential for impairment. If any indicators are present, we perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the assets in question to their carrying amounts. If the undiscounted cash flows used in the test for recoverability are less than the long-lived assets carrying amount, we determine the fair value of the long-lived asset and recognize an impairment loss if the carrying amount of the long-lived asset exceeds its fair value. The impairment loss recognized is the amount by which the carrying amount of the long-lived asset exceeds its fair value. | |||||||||||||
Fair Values of Financial Instruments | Fair Values of Financial Instruments | ||||||||||||
Our recorded amounts of cash and cash equivalents, restricted cash and restricted bank time deposits, accounts receivable, investments, and accounts payable approximate fair value, due to the short-term nature of these instruments. We measure certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value disclosures regarding our money market funds, short-term investments, derivative financial instruments, contingent consideration obligations, and long-term debt are included in Note 12, "Fair Value Measurements". | |||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||||||||||
As part of our risk management strategy, when considered appropriate, we use derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. Our intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, we do not enter into speculative positions with derivative instruments. | |||||||||||||
The criteria we use for designating a derivative as a hedge include contemporaneous and ongoing documentation of the instrument’s effectiveness in risk reduction and direct matching of the financial instrument to the underlying transaction. We record all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. | |||||||||||||
The counterparties to our derivative financial instruments consist of several major international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. We do not anticipate any such losses. | |||||||||||||
For the years ended January 31, 2015, 2014, and 2013, certain foreign currency forward contracts qualified for accounting as hedges and accordingly, the effective portions of the changes in fair value of these instruments were recorded in accumulated other comprehensive income (loss) in our consolidated balance sheets, net of income taxes, and are reclassified to the consolidated statements of operations when the effects of the item being hedged are recognized in the consolidated statements of operations. The ineffective portion, if any, of these contracts is reported in other income (expense), net. For derivative financial instruments not accounted for as hedges, gains and losses from changes in their fair values are reported in other income (expense), net. See Note 13, "Derivative Financial Instruments", for further details. | |||||||||||||
Long-term Debt | Long-term Debt | ||||||||||||
We capitalize debt issuance costs, as well as costs incurred for subsequent modification of debt, incurred in connection with our long-term borrowings and credit facilities. We amortize these costs as an adjustment to interest expense over the remaining contractual life of the associated long-term borrowing or credit facility using the effective interest method for term loans and convertible debt borrowings, and the straight-line method for revolving credit facilities. When unscheduled principal payments are made, we adjust the amortization of our deferred debt-related costs to reflect the expected remaining terms of the borrowing. | |||||||||||||
Segment Reporting | Segment Reporting | ||||||||||||
Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the enterprise’s chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources and in assessing performance. | |||||||||||||
We conduct our business through three operating segments, which are also our reportable segments, Enterprise Intelligence Solutions ("Enterprise Intelligence"), Communications and Cyber Intelligence Solutions ("Communications Intelligence"), and Video and Situation Intelligence Solutions ("Video Intelligence"). Organizing our business through three operating segments allows us to align our resources and domain expertise to effectively address the Actionable Intelligence market. We determine our reportable segments based on a number of factors our management uses to evaluate and run our business operations, including similarities of customers, products and technology. Our Chief Executive Officer is our CODM, who regularly reviews segment revenue and segment operating contribution when assessing financial results of segments and allocating resources. | |||||||||||||
We measure the performance of our operating segments based upon segment revenue and segment contribution. Segment contribution includes segment revenue and expenses incurred directly by the segment, including material costs, service costs, research and development and selling, marketing, and administrative expenses. We do not allocate certain expenses, which include the majority of general and administrative expenses, facilities and communication expenses, purchasing expenses, manufacturing support and logistic expenses, depreciation and amortization, amortization of capitalized software development costs, stock-based compensation, and special charges such as restructuring costs when calculating segment contribution. These expenses are included within unallocated expenses in our presentation of segment operating results. Revenue from transactions between our operating segments is not material. See Note 18, "Segment, Geographic, and Significant Customer Information", for further details. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
We derive and report our revenue in two categories: (a) product revenue, including sale of hardware products (which include software that works together with the hardware to deliver the product's essential functionality) and licensing of software products, and (b) service and support revenue, including revenue from installation services, post-contract customer support ("PCS"), project management, hosting services, software-as-a-service ("SaaS"), product warranties, consulting and training services. | |||||||||||||
Our revenue recognition policy is a critical component of determining our operating results and is based on a complex set of | |||||||||||||
accounting rules that require us to make significant judgments and estimates. Our customer arrangements typically include several elements, including products, services, and support. Revenue recognition for a particular arrangement is dependent upon such factors as the level of customization within the solution and the contractual delivery, acceptance, payment, and support terms with the customer. Significant judgment is required to conclude whether collectability of fees is reasonably assured and whether fees are fixed and determinable. | |||||||||||||
For arrangements that do not require significant modification or customization of the underlying products, we recognize revenue when we have persuasive evidence of an arrangement, the product has been delivered or the services have been provided to the customer, the sales price is fixed or determinable and collectability is reasonably assured. In addition, our multiple-element arrangements must be carefully reviewed to determine the selling price of each element. | |||||||||||||
Our multiple-element arrangements consist of a combination of our product and service offerings that may be delivered at various points in time. For arrangements within the scope of the multiple-deliverable accounting guidance, a deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered elements. For multiple-element arrangements comprised only of tangible products containing software components and non-software components and related services, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. The total transaction revenue is allocated to the multiple elements based on each element's relative selling price compared to the total selling price. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. | |||||||||||||
Our policy for establishing VSOE for installation, consulting, and training is based upon an analysis of separate sales of services. We utilize either the substantive renewal rate approach or the bell-shaped curve approach to establish VSOE for our PCS offerings, depending upon the business segment, geographical region, or product line. | |||||||||||||
TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in stand-alone sales to similarly situated customers. However, as most of our products contain a significant element of proprietary technology offering substantially different features and functionality, the comparable pricing of products with similar functionality typically cannot be obtained. Additionally, as we are unable to reliably determine what competitors products' selling prices are on a stand-alone basis, we are typically not able to determine TPE. | |||||||||||||
If we are unable to determine the selling price because VSOE or TPE does not exist, we determine ESP for the purposes of allocating the arrangement's revenue by considering several external and internal factors including, but not limited to, pricing practices, similar product offerings, margin objectives, geographies in which we offer our products and services, internal costs, competition, and product life cycle. The determination of ESP is made through consultation with and approval by our management, taking into consideration our go-to-market strategies. We have established processes to update ESP for each element, when appropriate, to ensure that it reflects recent pricing experience. | |||||||||||||
For multiple-element arrangements comprised only of software products and related services, a portion of the total purchase price is allocated to the undelivered elements, primarily installation services, PCS, consulting and training services, using VSOE of fair value of the undelivered elements. The remaining portion of the total transaction value is allocated to the delivered software, referred to as the residual method. If we are unable to establish VSOE for the undelivered elements of the arrangement, revenue recognition is deferred for the entire arrangement until all elements of the arrangement are delivered. However, if the only undelivered element is PCS, we recognize the arrangement fee ratably over the PCS period. | |||||||||||||
For multiple-element arrangements that contain software and software-related elements for which we are unable to establish VSOE of 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 revenue for financial reporting purposes. | |||||||||||||
For multiple-element arrangements that are comprised of a combination of hardware and software elements, the total transaction value is bifurcated between the hardware elements and the software elements that are not essential to the functionality of the hardware, based on the relative selling prices of the hardware elements and the software elements as a group. Revenue is then recognized for the hardware and hardware-related services following the hardware revenue recognition methodology outlined above and revenue for the software and software-related services is recognized following the residual method or ratably over the PCS period if VSOE for PCS does not exist. | |||||||||||||
PCS revenue is derived from providing technical software support services and unspecified software updates and upgrades to | |||||||||||||
customers on a when-and-if-available basis. PCS revenue is recognized ratably over the term of the maintenance period, which in most cases is one year. | |||||||||||||
Under the substantive renewal rate approach, we believe it is necessary to evaluate whether both the support renewal rate and term are substantive and whether the renewal rate is being consistently applied to subsequent renewals for a particular customer. We establish VSOE under this approach through analyzing the renewal rate stated in the customer agreement and determining whether that rate is above the minimum substantive VSOE renewal rate established for that particular PCS offering. The minimum substantive VSOE rate is determined based upon an analysis of renewal rates associated with historical PCS contracts. For multiple-element software arrangements that do not contain a stated renewal rate, revenue associated with the entire bundled arrangement is recognized ratably over the PCS term. Multiple-element software arrangements that have a renewal rate below the minimum substantive VSOE rate are deemed to contain a more than insignificant discount element, for which VSOE cannot be established. We recognize aggregate contractual revenue for these arrangements over the period that the customer is entitled to renew its PCS at the discounted rate, but not to exceed the estimated economic life of the product. We evaluate many factors in determining the estimated economic life of our products, including the support period of the product, technological obsolescence, and customer expectations. We have concluded that our software products have estimated economic lives ranging from five to seven years. | |||||||||||||
Under the bell-shaped curve approach of establishing VSOE, we perform VSOE compliance tests to ensure that a substantial | |||||||||||||
majority of our actual PCS renewals are within a narrow range of pricing. | |||||||||||||
Some of our arrangements require significant customization of the product to meet the particular requirements of the customer. For these arrangements, revenue is recognized under contract accounting principles, typically using the percentage-of-completion ("POC") method. Under the POC method, revenue recognition is generally based upon the ratio of hours incurred to date to the total estimated hours required to complete the contract. Profit estimates on long-term contracts are revised periodically based on changes in circumstances, and any losses on contracts are recognized in the period that such losses become evident. If the range of profitability cannot be estimated, but some level of profit is assured, revenue is recognized to the extent of costs incurred, until such time that the project's profitability can be estimated or the services have been completed. In the event some level of profitability on a contract cannot be assured, the completed-contract method of revenue recognition is applied. | |||||||||||||
Our SaaS multiple-element arrangements are typically comprised of subscription and support fees from customers accessing our software, set-up fees, and fees for consultation services. We do not provide the customer the contractual right to take possession of the software at any time during the hosting period under these arrangements. We recognize revenue for subscription and support services over the contract period originating when the subscription service is made available to the customer and the contractual hosting period has commenced. The initial set-up fees are recognized over the longer of the initial contract period or the period the customer is expected to benefit from payment of the up-front fees. Revenue from consultation services is generally recognized as services are completed. | |||||||||||||
If an arrangement includes customer acceptance criteria, revenue is not recognized until we can objectively demonstrate that the software or services meet the acceptance criteria, or the acceptance period lapses, whichever occurs earlier. If an arrangement containing software elements obligates us to deliver specified future software products or upgrades, revenue related to the software elements under the arrangement is initially deferred and is recognized only when the specified future software products or upgrades are delivered, or when the obligation to deliver specified future software products expires, whichever occurs earlier. | |||||||||||||
We record provisions for estimated product returns in the same period in which the associated revenue is recognized. We base these estimates of product returns upon historical levels of sales returns and other known factors. Actual product returns could be different from our estimates, and current or future provisions for product returns may differ from historical provisions. Concessions granted to customers are recorded as reductions to revenue in the period in which they were granted. The vast majority of our contracts are successfully completed, and concessions granted to customers are minimal in both dollar value and frequency. | |||||||||||||
Product revenue derived from shipments to resellers and original equipment manufacturers ("OEMs") who purchase our products for resale are generally recognized when such products are shipped (on a "sell-in" basis) since we do not expect our resellers or OEMs to carry inventory of our products. We have historically experienced insignificant product returns from resellers and OEMs, and our payment terms for these customers are similar to those granted to our end-users. If a reseller or OEM develops a pattern of payment delinquency, or seeks payment terms longer than generally accepted, we defer the recognition of revenue until the receipt of cash. Our arrangements with resellers and OEMs are periodically reviewed as our business and products change. | |||||||||||||
In instances where revenue is derived from sale of third-party vendor services and we are a principal in the transaction, we generally record revenue on a gross basis and record costs related to a sale within cost of revenue. Though uncommon, in cases where we act as an agent between the customer and the vendor, revenue is recorded net of costs. | |||||||||||||
Multiple contracts with a single counterparty executed within close proximity of each other are evaluated to determine if the contracts should be combined and accounted for as a single arrangement. We record reimbursements from customers for out-of-pocket expenses as revenue. Shipping and handling fees and expenses that are billed to customers are recognized in revenue and the costs associated with such fees and expenses are recorded in cost of revenue. Historically, these fees and expenses have not been material. Taxes collected from customers and remitted to government authorities are excluded from revenue. | |||||||||||||
Cost of Revenue | Cost of Revenue | ||||||||||||
Our cost of revenue includes costs of materials, compensation and benefit costs for operations and service personnel, subcontractor costs, royalties and license fees, depreciation of equipment used in operations and service, amortization of capitalized software development costs and certain purchased intangible assets, and related overhead costs. | |||||||||||||
Where revenue is recognized over multiple periods in accordance with our revenue recognition policies, we have made an accounting policy election whereby cost of product revenue, including hardware and third-party software license fees, are capitalized and recognized in the same period that product revenue is recognized, while installation and other service costs are generally expensed as incurred, except for certain contracts that are accounted for using contract accounting principles. | |||||||||||||
Deferred cost of revenue is classified in its entirety as current or long-term based on whether the related revenue will be recognized within twelve months of the origination date of the arrangement. | |||||||||||||
For certain contracts accounted for using contract accounting principles, revisions in estimates of costs and profits are reflected in the accounting period in which the facts that require the revision become known, if such facts become known subsequent to the issuance of the consolidated financial statements. If such facts become known before the issuance of the consolidated financial statements, the requisite revisions in estimates of costs and profits are reflected in the consolidated financial statements. At the time a loss on a contract becomes evident, the entire amount of the estimated loss is accrued. Related contract costs include all direct material and labor costs and those indirect costs related to contract performance. | |||||||||||||
Customer acquisition and origination costs, including sales commissions, are recorded in selling, general and administrative expenses. These costs are expensed as incurred, with the exception of certain sales referral fees in our Communications Intelligence segment which are capitalized and amortized ratably over the revenue recognition period. | |||||||||||||
Research and Development, net | Research and Development, net | ||||||||||||
With the exception of certain software development costs, all research and development costs are expensed as incurred, and consist primarily of personnel and consulting costs, travel, depreciation of research and development equipment, and related overhead and other costs associated with research and development activities. | |||||||||||||
We receive non-refundable grants from the Israel Office of the Chief Scientist ("OCS") that fund a portion of our research and development expenditures. We currently only enter into non-royalty-bearing arrangements with the OCS which do not require us to pay royalties. Funds received from the OCS are recorded as a reduction to research and development expense. Royalties, to the extent paid, are recorded as part of our cost of revenue. | |||||||||||||
We also periodically derive benefits from participation in certain government-sponsored programs in other jurisdictions, for the support of research and development activities conducted in those locations. | |||||||||||||
Software Development Costs | Software Development Costs | ||||||||||||
Costs incurred to acquire or develop software to be sold, leased or otherwise marketed are capitalized after technological feasibility is established, and continue to be capitalized through the general release of the related software product. Amortization of capitalized costs begins in the period in which the related product is available for general release to customers and is recorded on a straight-line basis, which approximates the pattern in which the economic benefits of the capitalized costs are expected to be realized, over the estimated economic lives of the related software products, generally four years. | |||||||||||||
Internal-Use Software | Internal-Use Software | ||||||||||||
We capitalize costs associated with internal-use software systems that have reached the application development stage. These | |||||||||||||
capitalized costs include external direct costs utilized in developing or obtaining the applications and expenses for employees who are directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and continues until the project is substantially complete and is ready for its intended purpose. Capitalized costs of computer software developed for internal use are amortized over estimates useful lives of four years on a straight-line basis, which best represents the pattern of the software’s use. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
We account for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statement and tax bases of our assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. | |||||||||||||
We are subject to income taxes in the United States and numerous foreign jurisdictions. The calculation of our tax provision involves the application of complex tax laws and requires significant judgment and estimates. | |||||||||||||
We evaluate the realizability of our deferred tax assets for each jurisdiction in which we operate at each reporting date, and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. We consider all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that our deferred tax assets are not more-likely-than-not realizable, we establish a valuation allowance. | |||||||||||||
We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that we believe is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. Our policy is to include interest (expense and/or income) and penalties related to unrecognized income tax benefits as a component of income tax expense. | |||||||||||||
Functional Currencies and Foreign Currency Transaction Gains and Losses | Functional Currencies and Foreign Currency Transaction Gains and Losses | ||||||||||||
The functional currency for most of our foreign subsidiaries is the applicable local currency, although we have several subsidiaries with functional currencies that differ from their local currency, of which the most notable exceptions are our subsidiaries in Israel, whose functional currencies are the U.S. dollar. One of our subsidiaries operates in two economic environments which have differing foreign exchange risks, and therefore uses a different functional currency in each environment. | |||||||||||||
Transactions denominated in currencies other than a functional currency are converted to the functional currency on the transaction date, and any resulting assets or liabilities are further translated at each reporting date and at settlement. Gains and losses recognized upon such translations are included within other income (expense), net in the consolidated statements of operations. We recorded net foreign currency losses of $13.4 million and $6.1 million for the years ended January 31, 2015 and 2014, respectively, and net foreign currency gains of $1.0 million for the year ended January 31, 2013. | |||||||||||||
For consolidated reporting purposes, in those instances where a foreign subsidiary has a functional currency other than the U.S. dollar, revenue and expenses are translated into U.S. dollars using average exchange rates for the reporting period, while assets and liabilities are translated into U.S. dollars using period-end rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the award. We recognize the fair value of the award as compensation expense over the period during which an employee is required to provide service in exchange for the award. | |||||||||||||
When stock options are awarded, the fair value of the option is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility and expected term are input factors to that model that can require significant management judgment. Expected volatility is estimated utilizing daily historical volatility over a period that equates to the expected life of the option. The expected life (estimated period of time outstanding) is estimated using the historical exercise behavior of employees. The risk-free interest rate is the implied daily yield currently available on U.S. Treasury issues with a remaining term closely approximating the expected term used as the input to the Black-Scholes option pricing model. | |||||||||||||
Net Income Per Common Share Attributable to Verint Systems Inc. | Net Income Per Common Share Attributable to Verint Systems Inc. | ||||||||||||
Shares used in the calculation of basic net income per common share are based on the weighted-average number of common shares outstanding during the accounting period. Shares used in the calculation of basic net income per common share include vested but unissued shares underlying awards of restricted stock units when all necessary conditions for earning those shares have been satisfied at the award's vesting date, but exclude unvested shares of restricted stock because they are contingent upon future service conditions. | |||||||||||||
Shares used in the calculation of diluted net income per common share are based on the weighted-average number of common shares outstanding, adjusted for potentially dilutive common shares outstanding during the period. Potentially dilutive common shares from warrants and stock-based compensation plans are determined using the treasury stock method. | |||||||||||||
We have the option to pay cash, issue shares of common stock, or any combination thereof for the aggregate amount due upon conversion of our 1.50% convertible senior notes due June 1, 2021 (the “Notes”), further details for which appear in Note 6, “Long-Term Debt”. We currently intend to settle the principal amount of the Notes in cash upon conversion and as a result, only the amounts payable in excess of the principal amounts of the Notes, if any, are assumed to be settled with shares of common stock for purposes of computing diluted net income per share. | |||||||||||||
Potentially dilutive common shares also included the assumed conversion of our Series A Convertible Perpetual Preferred Stock ("Preferred Stock"), if dilutive, for periods prior to cancellation of the Preferred Stock on February 4, 2013 in connection with the CTI Merger. The CTI Merger is further discussed in Note 15, "Merger with CTI". | |||||||||||||
In periods for which we report a net loss, basic net loss per common share and diluted net loss per common share are identical | |||||||||||||
since the effect of potential common shares is anti-dilutive and therefore excluded. | |||||||||||||
R |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Allowance for Doubtful Accounts | The following table summarizes the activity in our allowance for doubtful accounts for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Balance at beginning of period | $ | 1,187 | $ | 1,775 | $ | 2,929 | |||||||
Provisions charged to expense | 423 | 1,100 | 250 | ||||||||||
Amounts written off | (461 | ) | (1,700 | ) | (1,520 | ) | |||||||
Other, including fluctuations in foreign exchange rates | (50 | ) | 12 | 116 | |||||||||
Balance at end of period | $ | 1,099 | $ | 1,187 | $ | 1,775 | |||||||
NET_INCOME_PER_COMMON_SHARE_AT1
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of calculation of basic and diluted net income per common share attributable to Verint Systems Inc. | The following table summarizes the calculation of basic and diluted net income per common share attributable to Verint Systems Inc. for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands, except per share amounts) | 2015 | 2014 | 2013 | ||||||||||
Net income | $ | 36,402 | $ | 58,776 | $ | 58,804 | |||||||
Net income attributable to noncontrolling interest | 5,471 | 5,019 | 4,802 | ||||||||||
Net income attributable to Verint Systems Inc. | 30,931 | 53,757 | 54,002 | ||||||||||
Dividends on Preferred Stock | — | (174 | ) | (15,472 | ) | ||||||||
Net income attributable to Verint Systems Inc. for basic net income per common share | 30,931 | 53,583 | 38,530 | ||||||||||
Dilutive effect of dividends on Preferred Stock | — | — | — | ||||||||||
Net income attributable to Verint Systems Inc. for diluted net income per common share | $ | 30,931 | $ | 53,583 | $ | 38,530 | |||||||
Weighted-average shares outstanding: | |||||||||||||
Basic | 58,096 | 52,967 | 39,748 | ||||||||||
Dilutive effect of employee equity award plans | 1,278 | 911 | 564 | ||||||||||
Dilutive effect of 1.50% convertible senior notes | — | — | — | ||||||||||
Dilutive effect of warrants | — | — | — | ||||||||||
Dilutive effect of assumed conversion of Preferred Stock | — | — | — | ||||||||||
Diluted | 59,374 | 53,878 | 40,312 | ||||||||||
Net income per common share attributable to Verint Systems Inc.: | |||||||||||||
Basic | $ | 0.53 | $ | 1.01 | $ | 0.97 | |||||||
Diluted | $ | 0.52 | $ | 0.99 | $ | 0.96 | |||||||
Schedule of anti-dilutive securities | We excluded the following weighted-average common shares underlying stock-based awards and the assumed conversion of our Preferred Stock from the calculations of diluted net income per common share because their inclusion would have been anti-dilutive: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Common shares excluded from calculation: | |||||||||||||
Stock options and restricted stock-based awards | 226 | 247 | 749 | ||||||||||
1.50% convertible senior notes | 3,876 | — | — | ||||||||||
Warrants | 3,876 | — | — | ||||||||||
Preferred Stock | — | 123 | 11,043 | ||||||||||
CASH_CASH_EQUIVALENTS_AND_SHOR1
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |||||||||||||||||
Schedule of Cash, Cash Equivalents and Short-term Investments [Table Text Block] | The following tables summarize our cash, cash equivalents and short-term investments as of January 31, 2015 and 2014: | ||||||||||||||||
31-Jan-15 | |||||||||||||||||
(in thousands) | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash and bank time deposits | $ | 281,890 | $ | — | $ | — | $ | 281,890 | |||||||||
Money market funds | 183 | — | — | 183 | |||||||||||||
Commercial paper | 2,999 | — | — | 2,999 | |||||||||||||
Total cash and cash equivalents | $ | 285,072 | $ | — | $ | — | $ | 285,072 | |||||||||
Short-term investments: | |||||||||||||||||
Commercial paper and corporate debt securities (available-for-sale) | $ | 13,741 | $ | 101 | $ | — | $ | 13,842 | |||||||||
Bank time deposits | 21,909 | — | — | 21,909 | |||||||||||||
Total short-term investments | $ | 35,650 | $ | 101 | $ | — | $ | 35,751 | |||||||||
31-Jan-14 | |||||||||||||||||
(in thousands) | Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
Cash and cash equivalents: | |||||||||||||||||
Cash and bank time deposits | $ | 314,604 | $ | — | $ | — | $ | 314,604 | |||||||||
Money market funds | 14,023 | — | — | 14,023 | |||||||||||||
Commercial paper | 49,986 | 5 | — | 49,991 | |||||||||||||
Total cash and cash equivalents | $ | 378,613 | $ | 5 | $ | — | $ | 378,618 | |||||||||
Short-term investments: | |||||||||||||||||
Commercial paper and corporate debt securities (available-for-sale) | $ | 9,402 | $ | 4 | $ | — | $ | 9,406 | |||||||||
Bank time deposits | 22,643 | $ | — | $ | — | 22,643 | |||||||||||
Total short-term investments | $ | 32,045 | $ | 4 | $ | — | $ | 32,049 | |||||||||
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Purchase Price Allocations - Acquisitions for the Year Ended January 31, 2015 | The following table sets forth the components and the allocations of the purchase prices for our acquisitions of KANA and UTX, including adjustments identified subsequent to the respective acquisition dates: | ||||||||
(in thousands) | KANA | UTX | |||||||
Components of Purchase Prices: | |||||||||
Cash, including post-closing adjustments | $ | 541,685 | $ | 82,901 | |||||
Fair value of contingent consideration | — | 1,347 | |||||||
Total purchase prices | $ | 541,685 | $ | 84,248 | |||||
Allocation of Purchase Prices: | |||||||||
Net tangible assets (liabilities): | |||||||||
Accounts receivable | $ | 18,473 | $ | — | |||||
Other current assets, including cash acquired | 49,798 | 3,836 | |||||||
Other assets | 12,203 | 924 | |||||||
Current and other liabilities | (17,851 | ) | (263 | ) | |||||
Deferred revenue - current and long-term | (7,932 | ) | (340 | ) | |||||
Deferred income taxes - current and long-term | (60,879 | ) | (4,882 | ) | |||||
Net tangible liabilities | (6,188 | ) | (725 | ) | |||||
Identifiable intangible assets: | |||||||||
Customer relationships | 152,700 | 2,000 | |||||||
Developed technology | 55,500 | 37,400 | |||||||
Trademarks and trade names | 11,500 | — | |||||||
Other intangible assets | — | 1,100 | |||||||
Total identifiable intangible assets | 219,700 | 40,500 | |||||||
Goodwill | 328,173 | 44,473 | |||||||
Total purchase price allocations | $ | 541,685 | $ | 84,248 | |||||
Business Acquisition, Pro Forma Information | The unaudited pro forma results do not include any operating efficiencies or potential cost savings which may result from these business combinations. Accordingly, such unaudited pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on February 1, 2013, nor are they indicative of future operating results. | ||||||||
Year Ended January 31, | |||||||||
(in thousands, except per share amounts) | 2015 | 2014 | |||||||
Revenue | $ | 1,158,141 | $ | 1,032,733 | |||||
Net income | $ | 29,644 | $ | 50,432 | |||||
Net income attributable to Verint Systems Inc. | $ | 24,173 | $ | 45,413 | |||||
Net income per common share attributable to Verint Systems Inc.: | |||||||||
Basic | $ | 0.42 | $ | 0.85 | |||||
Diluted | $ | 0.41 | $ | 0.84 | |||||
Schedule of Purchase Price Allocations - Acquisitions for the Year Ended January 31, 2014 | The following table sets forth the components and the allocations of the combined purchase prices for the business combinations completed during the year ended January 31, 2014, other than the CTI Merger. | ||||||||
(in thousands) | Amount | ||||||||
Components of Purchase Prices: | |||||||||
Cash | $ | 34,229 | |||||||
Fair value of contingent consideration | 11,907 | ||||||||
Total purchase prices | $ | 46,136 | |||||||
Allocation of Purchase Prices: | |||||||||
Net tangible assets: | |||||||||
Accounts receivable | $ | 3,687 | |||||||
Other current assets | 3,050 | ||||||||
Other assets | 275 | ||||||||
Current and other liabilities | (2,717 | ) | |||||||
Deferred revenue | (1,310 | ) | |||||||
Deferred income taxes - current and long-term | (2,272 | ) | |||||||
Net tangible assets | 713 | ||||||||
Identifiable intangible assets: | |||||||||
Developed technology | 14,009 | ||||||||
Customer relationships | 11,714 | ||||||||
Trademarks and trade names | 649 | ||||||||
Total identifiable intangible assets | 26,372 | ||||||||
Goodwill | 19,051 | ||||||||
Total purchase price allocations | $ | 46,136 | |||||||
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Schedule of acquisition-related intangible assets | Acquisition-related intangible assets consisted of the following as of January 31, 2015 and 2014: | ||||||||||||||||
January 31, 2015 | |||||||||||||||||
(in thousands) | Cost | Accumulated | Net | ||||||||||||||
Amortization | |||||||||||||||||
Intangible assets, all with finite lives: | |||||||||||||||||
Customer relationships | $ | 378,756 | $ | (176,796 | ) | $ | 201,960 | ||||||||||
Acquired technology | 201,294 | (104,117 | ) | 97,177 | |||||||||||||
Trade names | 18,799 | (9,131 | ) | 9,668 | |||||||||||||
Non-competition agreements | 3,625 | (2,331 | ) | 1,294 | |||||||||||||
Distribution network | 4,440 | (2,645 | ) | 1,795 | |||||||||||||
Total intangible assets | $ | 606,914 | $ | (295,020 | ) | $ | 311,894 | ||||||||||
January 31, 2014 | |||||||||||||||||
(in thousands) | Cost | Accumulated | Net | ||||||||||||||
Amortization | |||||||||||||||||
Intangible assets with finite lives: | |||||||||||||||||
Customer relationships | $ | 240,208 | $ | (141,714 | ) | $ | 98,494 | ||||||||||
Acquired technology | 106,361 | (76,922 | ) | 29,439 | |||||||||||||
Trade names | 13,378 | (11,378 | ) | 2,000 | |||||||||||||
Non-competition agreements | 5,514 | (4,970 | ) | 544 | |||||||||||||
Distribution network | 2,440 | (1,840 | ) | 600 | |||||||||||||
Backlog | 386 | (316 | ) | 70 | |||||||||||||
Total intangible assets with finite lives | 368,287 | (237,140 | ) | 131,147 | |||||||||||||
In-process research and development, with indefinite lives | 1,700 | — | 1,700 | ||||||||||||||
Total intangible assets | $ | 369,987 | $ | (237,140 | ) | $ | 132,847 | ||||||||||
Schedule of net acquisition-related intangible assets by reportable segment | The following table presents net acquisition-related intangible assets by reportable segment as of January 31, 2015 and 2014: | ||||||||||||||||
January 31, | |||||||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||||||
Enterprise Intelligence | $ | 261,354 | $ | 115,928 | |||||||||||||
Communications Intelligence | 49,670 | 14,856 | |||||||||||||||
Video Intelligence | 870 | 2,063 | |||||||||||||||
Total | $ | 311,894 | $ | 132,847 | |||||||||||||
Schedule of estimated future amortization expense on finite-lived acquisition-related intangible assets | Estimated future amortization expense on finite-lived acquisition-related intangible assets is as follows: | ||||||||||||||||
(in thousands) | |||||||||||||||||
Years Ending January 31, | Amount | ||||||||||||||||
2016 | $ | 78,790 | |||||||||||||||
2017 | 72,097 | ||||||||||||||||
2018 | 53,788 | ||||||||||||||||
2019 | 25,277 | ||||||||||||||||
2020 | 19,237 | ||||||||||||||||
2021 and thereafter | 62,705 | ||||||||||||||||
Total | $ | 311,894 | |||||||||||||||
Schedule of goodwill activity | Goodwill activity for the years ended January 31, 2015, and 2014, in total and by reportable segment, was as follows: | ||||||||||||||||
Reportable Segment | |||||||||||||||||
(in thousands) | Total | Enterprise | Communications | Video | |||||||||||||
Intelligence | Intelligence | Intelligence | |||||||||||||||
Year Ended January 31, 2014: | |||||||||||||||||
Goodwill, gross, at January 31, 2013 | $ | 896,774 | $ | 771,738 | $ | 48,233 | $ | 76,803 | |||||||||
Accumulated impairment losses through January 31, 2013 | (66,865 | ) | (30,791 | ) | — | (36,074 | ) | ||||||||||
Goodwill, net, at January 31, 2013 | 829,909 | 740,947 | 48,233 | 40,729 | |||||||||||||
Business combinations | 19,051 | 18,339 | 712 | — | |||||||||||||
Foreign currency translation and other | 4,429 | 5,645 | (1,107 | ) | (109 | ) | |||||||||||
Goodwill, net, at January 31, 2014 | $ | 853,389 | $ | 764,931 | $ | 47,838 | $ | 40,620 | |||||||||
Year Ended January 31, 2015: | |||||||||||||||||
Goodwill, gross, at January 31, 2014 | $ | 920,254 | $ | 795,722 | $ | 47,838 | $ | 76,694 | |||||||||
Accumulated impairment losses through January 31, 2014 | (66,865 | ) | (30,791 | ) | — | (36,074 | ) | ||||||||||
Goodwill, net, at January 31, 2014 | 853,389 | 764,931 | 47,838 | 40,620 | |||||||||||||
Business combinations | 382,422 | 328,173 | 54,249 | — | |||||||||||||
Foreign currency translation and other | (34,994 | ) | (31,582 | ) | (826 | ) | (2,586 | ) | |||||||||
Goodwill, net, at January 31, 2015 | $ | 1,200,817 | $ | 1,061,522 | $ | 101,261 | $ | 38,034 | |||||||||
Balance at January 31, 2015: | |||||||||||||||||
Goodwill, gross, at January 31, 2015 | $ | 1,267,682 | $ | 1,092,313 | $ | 101,261 | $ | 74,108 | |||||||||
Accumulated impairment losses through January 31, 2015 | (66,865 | ) | (30,791 | ) | — | (36,074 | ) | ||||||||||
Goodwill, net, at January 31, 2015 | $ | 1,200,817 | $ | 1,061,522 | $ | 101,261 | $ | 38,034 | |||||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Long-term Debt, Unclassified [Abstract] | |||||||||||||
Summary of long-term debt | The following table summarizes our long-term debt at January 31, 2015 and 2014: | ||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
1.50% Convertible Senior Notes: | |||||||||||||
Principal amount | $ | 400,000 | $ | — | |||||||||
Unamortized debt discount | (74,086 | ) | — | ||||||||||
1.50% Convertible Senior Notes, net | 325,914 | — | |||||||||||
February 2014 Term Loans: | |||||||||||||
Gross amount | 130,729 | — | |||||||||||
Unamortized debt discount | (277 | ) | — | ||||||||||
February 2014 Term Loans, net | 130,452 | — | |||||||||||
March 2014 Term Loans | 280,413 | — | |||||||||||
March 2013 Term Loans: | |||||||||||||
Gross amount | — | 645,125 | |||||||||||
Unamortized debt discount | — | (2,827 | ) | ||||||||||
March 2013 Term Loans, net | — | 642,298 | |||||||||||
Other debt | 23 | 87 | |||||||||||
Total debt | 736,802 | 642,385 | |||||||||||
Less: current maturities | 23 | 6,555 | |||||||||||
Long-term debt | $ | 736,779 | $ | 635,830 | |||||||||
Summary of future scheduled principal payments on term loans | Prior to June 2014, we were required to make quarterly principal payments on the February 2014 Term Loans and March 2014 Term Loans of $0.8 million and $1.6 million, respectively, through August 1, 2019, with the remaining balances due in September 2019. Following the partial retirements of the February 2014 Term Loans and March 2014 Term Loans in June 2014, future scheduled principal payments on the February 2014 Term Loans and March 2014 Term Loans as of January 31, 2015 were as follows: | ||||||||||||
(in thousands) | Feb-14 | March | |||||||||||
2014 | |||||||||||||
Years Ending January 31, | Term Loans | Term Loans | |||||||||||
2016 | $ | — | $ | — | |||||||||
2017 | 669 | 1,434 | |||||||||||
2018 | 1,337 | 2,869 | |||||||||||
2019 | 1,337 | 2,869 | |||||||||||
2020 | 127,386 | 273,241 | |||||||||||
Total | $ | 130,729 | $ | 280,413 | |||||||||
Schedule of components of interest expense | The following table presents the components of interest expense incurred on the Notes and on borrowings under our Credit Agreement for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
1.50% Convertible Senior Notes: | |||||||||||||
Interest expense at 1.50% coupon rate | $ | 3,717 | $ | — | $ | — | |||||||
Amortization of debt discount | 6,014 | — | — | ||||||||||
Amortization of deferred debt issuance costs | 566 | — | — | ||||||||||
Total - 1.50% Convertible Senior Notes | $ | 10,297 | $ | — | $ | — | |||||||
Borrowings under Credit Agreement: | |||||||||||||
Interest expense at contractual rates | $ | 23,236 | $ | 26,254 | $ | 27,138 | |||||||
Amortization of debt discounts | 116 | 458 | 486 | ||||||||||
Amortization of deferred debt issuance costs | 2,435 | 2,164 | 3,002 | ||||||||||
Total - Borrowings under Credit Agreement | $ | 25,787 | $ | 28,876 | $ | 30,626 | |||||||
SUPPLEMENTAL_CONSOLIDATED_FINA1
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Schedule of Inventories | Inventories consisted of the following as of January 31, 2015 and 2014: | ||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Raw materials | $ | 6,203 | $ | 3,190 | |||||||||
Work-in-process | 8,481 | 5,645 | |||||||||||
Finished goods | 2,821 | 1,858 | |||||||||||
Total inventories | $ | 17,505 | $ | 10,693 | |||||||||
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following as of January 31, 2015 and 2014: | ||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Land and buildings | $ | 10,932 | $ | 3,781 | |||||||||
Leasehold improvements | 25,747 | 19,438 | |||||||||||
Software | 38,305 | 32,542 | |||||||||||
Equipment, furniture, and other | 76,839 | 62,126 | |||||||||||
151,823 | 117,887 | ||||||||||||
Less: accumulated depreciation and amortization | (89,333 | ) | (77,742 | ) | |||||||||
Total property and equipment, net | $ | 62,490 | $ | 40,145 | |||||||||
Schedule of Other Assets | Other assets consisted of the following as of January 31, 2015 and 2014: | ||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Deferred debt issuance costs, net | $ | 14,894 | $ | 9,598 | |||||||||
Long-term restricted cash and time deposits | 1,959 | 391 | |||||||||||
Other | 13,305 | 14,037 | |||||||||||
Total other assets | $ | 30,158 | $ | 24,026 | |||||||||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of January 31, 2015 and 2014: | ||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Compensation and benefits | $ | 76,736 | $ | 69,122 | |||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 75,414 | 46,569 | |||||||||||
Professional and consulting fees | 7,374 | 8,574 | |||||||||||
Derivative financial instruments - current portion | 9,509 | — | |||||||||||
Distributor and agent commissions | 2,141 | 3,640 | |||||||||||
Taxes other than income taxes | 9,423 | 8,940 | |||||||||||
Interest on indebtedness | 4,597 | 6,595 | |||||||||||
Contingent consideration - current portion | 3,892 | 9,859 | |||||||||||
Other | 32,527 | 25,375 | |||||||||||
Total accrued expenses and other current liabilities | $ | 221,613 | $ | 178,674 | |||||||||
Schedule of Other Liabilities | Other liabilities consisted of the following as of January 31, 2015 and 2014: | ||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Unrecognized tax benefits, including interest and penalties | $ | 50,451 | $ | 42,280 | |||||||||
Obligations for severance compensation | 2,664 | 3,036 | |||||||||||
Contingent consideration - long-term portion | 10,615 | 7,448 | |||||||||||
Other | 16,488 | 10,693 | |||||||||||
Total other liabilities | $ | 80,218 | $ | 63,457 | |||||||||
Schedule of Other Expense, Net | |||||||||||||
Other expense, net consisted of the following for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Foreign currency (losses) gains, net | $ | (13,402 | ) | $ | (6,057 | ) | $ | 960 | |||||
Gains (losses) on derivative financial instruments, net | 3,986 | 345 | (399 | ) | |||||||||
Derecognition of indemnification asset related to CTI Merger | — | (12,874 | ) | — | |||||||||
Other, net | (155 | ) | (1,689 | ) | (1,847 | ) | |||||||
Total other expense, net | $ | (9,571 | ) | $ | (20,275 | ) | $ | (1,286 | ) | ||||
Schedule of Supplemental Information Regarding Consolidated Cash Flows | The following table provides supplemental information regarding our consolidated cash flows for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Cash paid for interest | $ | 29,296 | $ | 24,444 | $ | 27,497 | |||||||
Cash payments (refunds) of income taxes, net | $ | 15,362 | $ | (1,748 | ) | $ | 18,161 | ||||||
Non-cash investing and financing transactions: | |||||||||||||
Accrued but unpaid purchases of property and equipment | $ | 4,258 | $ | 1,161 | $ | 1,058 | |||||||
Inventory transfers to property and equipment | $ | 630 | $ | 757 | $ | 566 | |||||||
Liabilities for contingent consideration in business combinations | $ | 8,347 | $ | 11,907 | $ | — | |||||||
Purchases under supplier financing arrangements, including capital leases | $ | 634 | $ | 637 | $ | — | |||||||
Leasehold improvements funded by lease incentive | $ | 2,242 | $ | — | $ | 5,042 | |||||||
Non-cash net assets acquired in CTI Merger | $ | — | $ | 3,727 | $ | — | |||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
Summary of components of accumulated other comprehensive loss | The following table summarizes changes in the components of our accumulated other comprehensive income (loss) by component for the years ended January 31, 2015 and 2014: | ||||||||||||||||
(in thousands) | Unrealized Gains (Losses) on Derivative Financial Instruments Designated as Hedges | Unrealized Gains on Available-for-Sale Investments | Foreign Currency Translation Adjustments | Total | |||||||||||||
Accumulated other comprehensive income (loss) at January 31, 2013 | $ | 2,447 | $ | — | $ | (46,672 | ) | $ | (44,225 | ) | |||||||
Other comprehensive income before reclassifications | 4,062 | 9 | 5,453 | 9,524 | |||||||||||||
Amounts reclassified out of accumulated other comprehensive income (loss) | (5,024 | ) | — | — | (5,024 | ) | |||||||||||
Net other comprehensive (loss) income | (962 | ) | 9 | 5,453 | 4,500 | ||||||||||||
Accumulated other comprehensive income (loss) at January 31, 2014 | 1,485 | 9 | (41,219 | ) | (39,725 | ) | |||||||||||
Other comprehensive (loss) income before reclassifications | (11,035 | ) | 92 | (45,225 | ) | (56,168 | ) | ||||||||||
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,558 | — | — | 1,558 | |||||||||||||
Net other comprehensive (loss) income, current period | (9,477 | ) | 92 | (45,225 | ) | (54,610 | ) | ||||||||||
Accumulated other comprehensive (loss) income at January 31, 2015 | $ | (7,992 | ) | $ | 101 | $ | (86,444 | ) | $ | (94,335 | ) | ||||||
Schedule of amounts reclassified out of AOCI into the statement of operations by location | The amounts reclassified out of accumulated other comprehensive income (loss) into the consolidated statement of operations, with presentation location, for the years ended January 31, 2015, 2014, and 2013 were as follows: | ||||||||||||||||
Year Ended January 31, | Location | ||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||||||
Unrealized losses (gains) on derivative financial instruments: | |||||||||||||||||
Foreign currency forward contracts | $ | 190 | $ | (478 | ) | $ | 73 | Cost of product revenue | |||||||||
159 | (494 | ) | 83 | Cost of service and support revenue | |||||||||||||
1,050 | (3,246 | ) | 418 | Research and development, net | |||||||||||||
458 | (1,501 | ) | 229 | Selling, general and administrative | |||||||||||||
1,857 | (5,719 | ) | 803 | Total, before income taxes | |||||||||||||
(299 | ) | 695 | (85 | ) | (Benefit) provision for income taxes | ||||||||||||
$ | 1,558 | $ | (5,024 | ) | $ | 718 | Total, net of income taxes | ||||||||||
RESEARCH_AND_DEVELOPMENT_NET_R
RESEARCH AND DEVELOPMENT, NET RESEARCH AND DEVELOPMENT, NET (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Research and Development [Abstract] | |||||||||||||
Activity of capitalized software development costs | Activity for our capitalized software development costs for the years ended January 31, 2015, 2014, and 2013 was as follows: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Capitalized software development costs, net, beginning of year | $ | 8,483 | $ | 6,343 | $ | 5,846 | |||||||
Software development costs capitalized during the year | 6,083 | 6,668 | 3,916 | ||||||||||
Amortization of capitalized software development costs | (1,666 | ) | (2,482 | ) | (3,089 | ) | |||||||
Impairments, foreign currency translation and other | (2,788 | ) | (2,046 | ) | (330 | ) | |||||||
Capitalized software development costs, net, end of year | $ | 10,112 | $ | 8,483 | $ | 6,343 | |||||||
INCOME_TAXES_INCOME_TAXES_Tabl
INCOME TAXES INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of components of income before (benefit) provision for income taxes | The components of income before (benefit) provision for income taxes for the years ended January 31, 2015, 2014, and 2013 were as follows: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Domestic | $ | (53,877 | ) | $ | (37,987 | ) | $ | (11,292 | ) | ||||
Foreign | 75,280 | 101,302 | 79,056 | ||||||||||
Total income before (benefit) provision for income taxes | $ | 21,403 | $ | 63,315 | $ | 67,764 | |||||||
Schedule of (benefit) provision for income taxes | The (benefit) provision for income taxes for the years ended January 31, 2015, 2014, and 2013 consisted of the following: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Current provision (benefit) for income taxes: | |||||||||||||
Federal | $ | 342 | $ | (12,966 | ) | $ | 15 | ||||||
State | 1,575 | 664 | 523 | ||||||||||
Foreign | 30,415 | 14,288 | 8,094 | ||||||||||
Total current provision for income taxes | 32,332 | 1,986 | 8,632 | ||||||||||
Deferred (benefit) provision for income taxes: | |||||||||||||
Federal | (40,007 | ) | 2,187 | 3,880 | |||||||||
State | (2,610 | ) | 493 | 226 | |||||||||
Foreign | (4,714 | ) | (127 | ) | (3,778 | ) | |||||||
Total deferred (benefit) provision for income taxes | (47,331 | ) | 2,553 | 328 | |||||||||
Total (benefit) provision for income taxes | $ | (14,999 | ) | $ | 4,539 | $ | 8,960 | ||||||
Reconciliation of the U.S. federal statutory rate to the entity's effective tax rate on income before income taxes | The reconciliation of the U.S. federal statutory rate to our effective tax rate on income before (benefit) provision for income taxes for the years ended January 31, 2015, 2014, and 2013 was as follows: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
U.S. federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
Income tax provision at the U.S. federal statutory rate | $ | 7,489 | $ | 22,160 | $ | 23,717 | |||||||
State tax (benefit) provision | (1,739 | ) | 982 | 1,055 | |||||||||
Foreign tax rate differential | (9,650 | ) | (15,756 | ) | (12,471 | ) | |||||||
Tax incentives | (14,865 | ) | (14,390 | ) | (29,171 | ) | |||||||
Valuation allowances | (10,922 | ) | 10,597 | 4,844 | |||||||||
Stock-based and other compensation | 4,222 | 3,163 | 1,833 | ||||||||||
Non-deductible expenses | 2,156 | 4,969 | 1,329 | ||||||||||
Tax credits | (2,461 | ) | (2,277 | ) | (4,170 | ) | |||||||
Tax contingencies | 9,891 | (5,102 | ) | 17,546 | |||||||||
U.S. tax effects of foreign operations | 1,451 | 1,197 | 3,854 | ||||||||||
Other, net | (571 | ) | (1,004 | ) | 594 | ||||||||
Total (benefit) provision for income taxes | $ | (14,999 | ) | $ | 4,539 | $ | 8,960 | ||||||
Effective income tax rate | (70.1 | )% | 7.2 | % | 13.2 | % | |||||||
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities consisted of the following at January 31, 2015 and 2014: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Deferred tax assets: | |||||||||||||
Accrued expenses | $ | 5,876 | $ | 6,800 | |||||||||
Deferred revenue | 10,058 | 12,387 | |||||||||||
Loss carryforwards | 153,351 | 137,565 | |||||||||||
Tax credits | 9,290 | 8,795 | |||||||||||
Stock-based and other compensation | 16,609 | 15,060 | |||||||||||
Capitalized research and development expenses | 4,883 | 3,914 | |||||||||||
Other, net | 1,745 | 910 | |||||||||||
Total deferred tax assets | 201,812 | 185,431 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Goodwill and other intangible assets | (62,815 | ) | (32,134 | ) | |||||||||
Unremitted earnings of foreign subsidiaries | (15,817 | ) | — | ||||||||||
Other, net | (2,089 | ) | (1,484 | ) | |||||||||
Total deferred tax liabilities | (80,721 | ) | (33,618 | ) | |||||||||
Valuation allowance | (131,909 | ) | (146,860 | ) | |||||||||
Net deferred tax (liabilities) assets | $ | (10,818 | ) | $ | 4,953 | ||||||||
Recorded as: | |||||||||||||
Current deferred tax assets | $ | 11,176 | $ | 9,002 | |||||||||
Long-term deferred tax assets | 10,778 | 9,783 | |||||||||||
Current deferred tax liabilities | (2,108 | ) | (474 | ) | |||||||||
Long-term deferred tax liabilities | (30,664 | ) | (13,358 | ) | |||||||||
Net deferred tax (liabilities) assets | $ | (10,818 | ) | $ | 4,953 | ||||||||
Schedule of valuation allowance | he recorded valuation allowance consisted of the following for the years ended January 31, 2015 and 2014: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Valuation allowance, beginning of year | $ | (146,860 | ) | $ | (104,757 | ) | |||||||
(Benefit) provision for income taxes | 10,922 | (10,597 | ) | ||||||||||
Additional paid-in capital | 6,913 | 75 | |||||||||||
Acquisitions | (3,473 | ) | (30,268 | ) | |||||||||
Cumulative translation adjustment | 589 | (1,313 | ) | ||||||||||
Valuation allowance, end of year | $ | (131,909 | ) | $ | (146,860 | ) | |||||||
Schedule of aggregate changes in the balance of gross unrecognized tax benefits | For the years ended January 31, 2015, 2014, and 2013, the aggregate changes in the balance of gross unrecognized tax benefits were as follows: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Gross unrecognized tax benefits, beginning of year | $ | 145,408 | $ | 55,412 | $ | 36,377 | |||||||
Increases related to tax positions taken during the current year | 15,522 | 11,013 | 8,909 | ||||||||||
Increases as a result of acquisitions | 4,744 | 83,523 | — | ||||||||||
Increases related to tax positions taken during prior years | 1,927 | — | 15,575 | ||||||||||
Increases (decreases) related to foreign currency exchange rate | (3,900 | ) | 1,255 | (375 | ) | ||||||||
Reductions for tax positions of prior years | (3,440 | ) | (4,491 | ) | (3,602 | ) | |||||||
Lapses of statutes of limitations | (613 | ) | (1,304 | ) | (1,472 | ) | |||||||
Gross unrecognized tax benefits, end of year | $ | 159,648 | $ | 145,408 | $ | 55,412 | |||||||
Schedule of income tax returns under examination in major tax jurisdictions | As of January 31, 2015, income tax returns are under examination in the following significant tax jurisdictions: | ||||||||||||
Jurisdiction | Tax Years | ||||||||||||
Canada | January 31, 2011 - January 31, 2012 | ||||||||||||
United Kingdom | December 31, 2006; January 31, 2008 | ||||||||||||
India | March 31, 2006 - March 31, 2008; March 31, 2010 - March 31, 2013 | ||||||||||||
United States | December 31, 2011, December 31, 2012 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Schedule of assets and liabilities measured at fair value on recurring basis | Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of January 31, 2015 and 2014: | ||||||||||||
January 31, 2015 | |||||||||||||
Fair Value Hierarchy Category | |||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Money market funds | $ | 183 | $ | — | $ | — | |||||||
Commercial paper (1) | — | 2,999 | — | ||||||||||
Short-term investments, classified as available-for-sale | — | 13,842 | — | ||||||||||
Foreign currency forward contracts | — | 763 | — | ||||||||||
Total assets | $ | 183 | $ | 17,604 | $ | — | |||||||
Liabilities: | |||||||||||||
Foreign currency forward contracts | $ | — | $ | 9,540 | $ | — | |||||||
Contingent consideration - business combinations | — | — | 14,507 | ||||||||||
Total liabilities | $ | — | $ | 9,540 | $ | 14,507 | |||||||
31-Jan-14 | |||||||||||||
Fair Value Hierarchy Category | |||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Money market funds | $ | 14,023 | $ | — | $ | — | |||||||
Commercial paper (1) | — | 49,991 | — | ||||||||||
Short-term investments, classified as available-for-sale | — | 9,406 | — | ||||||||||
Foreign currency forward contracts | — | 2,466 | — | ||||||||||
Total assets | $ | 14,023 | $ | 61,863 | $ | — | |||||||
Liabilities: | |||||||||||||
Foreign currency forward contracts | $ | — | $ | 846 | $ | — | |||||||
Contingent consideration - business combinations | — | — | 17,307 | ||||||||||
Total liabilities | $ | — | $ | 846 | $ | 17,307 | |||||||
Schedule of changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | The following table presents the changes in the estimated fair values of our liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the years ended January 31, 2015 and 2014: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | |||||||||||
Fair value measurement at beginning of period | $ | 17,307 | $ | 25,041 | |||||||||
Contingent consideration liabilities recorded for business combinations | 8,347 | 11,907 | |||||||||||
Changes in fair values, recorded in operating expenses | 900 | (2,588 | ) | ||||||||||
Payments of contingent consideration | (11,974 | ) | (17,094 | ) | |||||||||
Foreign currency translation and other | (73 | ) | 41 | ||||||||||
Fair value measurement at end of period | $ | 14,507 | $ | 17,307 | |||||||||
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | ||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||
Schedule of fair values of derivative financial instruments | The fair values of our derivative financial instruments as of January 31, 2015 and 2014 were as follows: | ||||||||||||||||||||||
31-Jan-15 | |||||||||||||||||||||||
Assets | Liabilities | ||||||||||||||||||||||
(in thousands) | Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||||||||||||
Classification | Classification | ||||||||||||||||||||||
Derivative financial instruments designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 164 | Accrued expenses and other liabilities | $ | 9,194 | |||||||||||||||||
Total derivative financial instruments designated as hedging instruments | $ | 164 | $ | 9,194 | |||||||||||||||||||
Derivative financial instruments not designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 599 | Accrued expenses and other liabilities | $ | 345 | |||||||||||||||||
Total derivative financial instruments not designated as hedging instruments | $ | 599 | $ | 345 | |||||||||||||||||||
31-Jan-14 | |||||||||||||||||||||||
Assets | Liabilities | ||||||||||||||||||||||
(in thousands) | Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||||||||||||
Classification | Classification | ||||||||||||||||||||||
Derivative financial instruments designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 2,245 | Accrued expenses and other liabilities | $ | 769 | |||||||||||||||||
Total derivative financial instruments designated as hedging instruments | $ | 2,245 | $ | 769 | |||||||||||||||||||
Derivative financial instruments not designated as hedging instruments: | |||||||||||||||||||||||
Foreign currency forward contracts | Prepaid expenses and other current assets | $ | 221 | Accrued expenses and other liabilities | $ | 77 | |||||||||||||||||
Total derivative financial instruments not designated as hedging instruments | $ | 221 | $ | 77 | |||||||||||||||||||
Schedule of the effects of derivative financial instruments designated as cash flow hedging instruments | The effects of derivative financial instruments designated as cash flow hedging instruments for the years ended January 31, 2015 and 2014 were as follows: | ||||||||||||||||||||||
Net (Losses) Gains Recognized in | Classification of Net (Losses) Gains Reclassified from Other Comprehensive Loss | Net (Losses) Gains Reclassified | |||||||||||||||||||||
Accumulated Other | into the Consolidated Statements of Operations | from Other Comprehensive Loss | |||||||||||||||||||||
Comprehensive Loss | into the Consolidated | ||||||||||||||||||||||
Statements of Operations | |||||||||||||||||||||||
January 31, | Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
Foreign currency forward contracts | $ | (7,992 | ) | $ | 1,485 | Operating Expenses | $ | (1,857 | ) | $ | 5,719 | $ | (803 | ) | |||||||||
Schedule of gains (losses) recognized on derivative financial instruments not designated as hedging instruments | Gains (losses) recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended January 31, 2015, 2014 and 2013 were as follows: | ||||||||||||||||||||||
Classification in Consolidated Statements of Operations | Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||||||||||||
Foreign currency forward contracts | Other income (expense), net | $ | 3,986 | $ | 346 | $ | (399 | ) | |||||||||||||||
STOCKBASED_COMPENSATION_AND_OT1
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS (Tables) | 12 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Summary of key information for the Plans | The table below summarizes key information for Plans with shares under outstanding grants and/or shares available for grant as of January 31, 2015: | |||||||||||||||||||||
(in thousands) | Number of | Number of | Number of | |||||||||||||||||||
Shares Reserved | Shares Under | Shares Available | ||||||||||||||||||||
for Grants | Outstanding Grants | for Grants | ||||||||||||||||||||
2004 Plan | 3,000 | 41 | — | |||||||||||||||||||
2010 Plan | 8,700 | 2,260 | 2,714 | |||||||||||||||||||
CTI Plan | 2,700 | 250 | 2,435 | |||||||||||||||||||
Vovici Plan | 317 | 3 | — | |||||||||||||||||||
Total | 2,554 | 5,149 | ||||||||||||||||||||
Schedule of recognized stock-based compensation expense on the consolidated statements of operations | We recognized stock-based compensation expense in the following line items on the consolidated statements of operations for the years ended January 31, 2015, 2014 and 2013: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Component of income before (benefit) provision for income taxes: | ||||||||||||||||||||||
Cost of revenue - product | $ | 1,228 | $ | 759 | $ | 771 | ||||||||||||||||
Cost of revenue - service and support | 5,028 | 1,678 | 2,086 | |||||||||||||||||||
Research and development, net | 6,421 | 3,417 | 2,636 | |||||||||||||||||||
Selling, general and administrative | 41,781 | 29,137 | 19,715 | |||||||||||||||||||
Total stock-based compensation expense | 54,458 | 34,991 | 25,208 | |||||||||||||||||||
Income tax benefits related to stock-based compensation (before consideration of valuation allowances) | 12,364 | 8,171 | 6,456 | |||||||||||||||||||
Total stock-based compensation, net of taxes | $ | 42,094 | $ | 26,820 | $ | 18,752 | ||||||||||||||||
Summary of stock-based compensation expense by type of award | The following table summarizes stock-based compensation expense by type of award for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Component of stock-based compensation expense: | ||||||||||||||||||||||
Restricted stock units and restricted stock awards | $ | 46,634 | $ | 30,115 | $ | 20,425 | ||||||||||||||||
Stock options | 15 | 176 | 289 | |||||||||||||||||||
Phantom stock units | 129 | 128 | 516 | |||||||||||||||||||
Stock bonus program | 7,680 | 4,572 | 3,978 | |||||||||||||||||||
Total stock-based compensation expense | $ | 54,458 | $ | 34,991 | $ | 25,208 | ||||||||||||||||
Schedule of total stock-based compensation expense by classification | Total stock-based compensation expense by classification was as follows for the years ended January 31, 2015, 2014 and 2013: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Equity-classified awards | $ | 46,963 | $ | 30,471 | $ | 20,174 | ||||||||||||||||
Stock bonus program and other reclassifications | (651 | ) | (298 | ) | 830 | |||||||||||||||||
Total equity-settled awards | 46,312 | 30,173 | 21,004 | |||||||||||||||||||
Other liability-classified awards | 8,146 | 4,818 | 4,204 | |||||||||||||||||||
Total stock-based compensation expense | $ | 54,458 | $ | 34,991 | $ | 25,208 | ||||||||||||||||
Schedule of stock option activity under the Plans | The following table summarizes stock option activity under the Plans for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
(in thousands, except exercise prices) | Stock Options | Weighted-Average Exercise Price | Stock Options | Weighted-Average Exercise Price | Stock Options | Weighted-Average Exercise Price | ||||||||||||||||
Beginning balance | 516 | $ | 34.6 | 924 | $ | 31.88 | 1,114 | $ | 30.4 | |||||||||||||
Exercised | (505 | ) | $ | 34.71 | (384 | ) | $ | 28.61 | (121 | ) | $ | 18.35 | ||||||||||
Forfeited | — | $ | — | (8 | ) | $ | 8.71 | (23 | ) | $ | 30.07 | |||||||||||
Expired | (2 | ) | $ | 32.13 | (16 | ) | $ | 35.27 | (46 | ) | $ | 32.73 | ||||||||||
Ending balance | 9 | $ | 28.74 | 516 | $ | 34.6 | 924 | $ | 31.88 | |||||||||||||
Stock options exercisable | 9 | $ | 28.74 | 515 | $ | 34.64 | 907 | $ | 32.32 | |||||||||||||
Summary of key data points for exercised options | The following table summarizes certain key data for exercised options: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands) | 2015 | 2014 | 2013 | |||||||||||||||||||
Intrinsic value of options exercised | $ | 8,759 | $ | 3,817 | $ | 1,450 | ||||||||||||||||
Cash received from the exercise of stock options | $ | 17,606 | $ | 10,896 | $ | 2,605 | ||||||||||||||||
Tax benefits realized from stock options exercised | $ | 2,306 | $ | 780 | $ | 339 | ||||||||||||||||
Fair value of options vested | $ | 178 | $ | 10,524 | $ | 17,832 | ||||||||||||||||
Summary of RSA and RSU activity under the Plans | The following table summarizes activity for RSAs and RSUs (including PRSUs) under the Plans for the years ended January 31, 2015, 2014, and 2013: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
2015 | 2014 | 2013 | ||||||||||||||||||||
(in thousands, except grant date fair values) | Shares or Units | Weighted-Average Grant-Date Fair Value | Shares or Units | Weighted-Average Grant-Date Fair Value | Shares or Units | Weighted-Average Grant-Date Fair Value | ||||||||||||||||
Beginning balance | 2,250 | $ | 33.77 | 1,536 | $ | 31.42 | 1,450 | $ | 30.25 | |||||||||||||
Granted | 1,504 | $ | 46.11 | 1,533 | $ | 34.84 | 1,141 | $ | 29.53 | |||||||||||||
Released | (1,009 | ) | $ | 33.11 | (720 | ) | $ | 31.63 | (959 | ) | $ | 27.3 | ||||||||||
Forfeited | (200 | ) | $ | 38.46 | (99 | ) | $ | 31.87 | (96 | ) | $ | 32.59 | ||||||||||
Ending balance | 2,545 | $ | 40.96 | 2,250 | $ | 33.77 | 1,536 | $ | 31.42 | |||||||||||||
Summary of key data for Stock Bonus Program | The following table summarizes certain key data for the stock bonus program for the years ended January 31, 2015, 2014 and 2013: | |||||||||||||||||||||
Year Ended January 31, | ||||||||||||||||||||||
(in thousands, except discount) | 2015 | 2014 | 2013 | |||||||||||||||||||
Maximum stock bonus program shares, as approved by board of directors | 125 | 150 | 150 | |||||||||||||||||||
Discount | 15 | % | 15 | % | 15 | % | ||||||||||||||||
Shares in lieu of cash bonus - granted and released | 82 | 69 | 116 | |||||||||||||||||||
Shares in respect of discount: | ||||||||||||||||||||||
Granted | 12 | 12 | 28 | |||||||||||||||||||
Released | 9 | 12 | 28 | |||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | As of January 31, 2015, our minimum future rentals under non-cancelable operating leases were as follows: | ||||||||||||
(in thousands) | Operating | ||||||||||||
Years Ending January 31, | Leases | ||||||||||||
2016 | $ | 15,383 | |||||||||||
2017 | 12,550 | ||||||||||||
2018 | 10,179 | ||||||||||||
2019 | 8,564 | ||||||||||||
2020 | 6,453 | ||||||||||||
2021 and thereafter | 31,953 | ||||||||||||
Total | $ | 85,082 | |||||||||||
Schedule of Product Warranty Liability | The following table summarizes the activity in our warranty liability, which is included in accrued expenses and other liabilities in the consolidated balance sheets, for the years ended January 31, 2015, 2014, and 2013: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Warranty liability, beginning of year | $ | 706 | $ | 1,045 | $ | 2,015 | |||||||
Provision credited against expenses | (60 | ) | (337 | ) | (780 | ) | |||||||
Warranty charges | — | — | (188 | ) | |||||||||
Foreign currency translation and other | (13 | ) | (2 | ) | (2 | ) | |||||||
Warranty liability, end of year | $ | 633 | $ | 706 | $ | 1,045 | |||||||
SEGMENT_GEOGRAPHIC_AND_SIGNIFI1
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Operating results by segment | Operating results by segment for the years ended January 31, 2015, 2014 and 2013 were as follows: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Revenue: | |||||||||||||
Enterprise Intelligence | |||||||||||||
Segment revenue | $ | 687,703 | $ | 500,847 | $ | 494,967 | |||||||
Revenue adjustments | (29,032 | ) | (1,946 | ) | (4,489 | ) | |||||||
658,671 | 498,901 | 490,478 | |||||||||||
Communications Intelligence | |||||||||||||
Segment revenue | 360,090 | 288,619 | 231,719 | ||||||||||
Revenue adjustments | (695 | ) | (616 | ) | (2,112 | ) | |||||||
359,395 | 288,003 | 229,607 | |||||||||||
Video Intelligence | |||||||||||||
Segment revenue | 110,370 | 120,555 | 121,390 | ||||||||||
Revenue adjustments | — | (167 | ) | (1,933 | ) | ||||||||
110,370 | 120,388 | 119,457 | |||||||||||
Total revenue | $ | 1,128,436 | $ | 907,292 | $ | 839,542 | |||||||
Segment contribution: | |||||||||||||
Enterprise Intelligence | $ | 276,754 | $ | 215,368 | $ | 216,941 | |||||||
Communications Intelligence | 115,509 | 90,658 | 67,168 | ||||||||||
Video Intelligence | 27,527 | 28,986 | 27,407 | ||||||||||
Total segment contribution | 419,790 | 335,012 | 311,516 | ||||||||||
Unallocated expenses, net: | |||||||||||||
Amortization of acquired intangible assets | 76,167 | 36,931 | 39,254 | ||||||||||
Stock-based compensation | 54,458 | 34,991 | 25,208 | ||||||||||
Other unallocated expenses | 210,054 | 140,804 | 147,501 | ||||||||||
Total unallocated expenses, net | 340,679 | 212,726 | 211,963 | ||||||||||
Operating income | 79,111 | 122,286 | 99,553 | ||||||||||
Other expense, net | (57,708 | ) | (58,971 | ) | (31,789 | ) | |||||||
Income before (benefit) provision for income taxes | $ | 21,403 | $ | 63,315 | $ | 67,764 | |||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The information below summarizes revenue from unaffiliated customers by geographic area for the years ended January 31, 2015, 2014 and 2013: | ||||||||||||
Year Ended January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
Americas: | |||||||||||||
United States | $ | 430,565 | $ | 374,518 | $ | 387,927 | |||||||
Other | 157,992 | 133,531 | 72,089 | ||||||||||
Total Americas | 588,557 | 508,049 | 460,016 | ||||||||||
EMEA | 347,056 | 185,151 | 201,727 | ||||||||||
APAC | 192,823 | 214,092 | 177,799 | ||||||||||
Total revenue | $ | 1,128,436 | $ | 907,292 | $ | 839,542 | |||||||
Our long-lived assets primarily consist of net property and equipment, goodwill and other intangible assets, capitalized software development costs, deferred cost of revenue, and deferred income taxes. We believe that our tangible long-lived assets, which consist of our net property and equipment, are exposed to greater geographic area risks and uncertainties than intangible assets and long-term cost deferrals, because these tangible assets are difficult to move and are relatively illiquid. | |||||||||||||
Property and equipment, net by geographic area consisted of the following as of January 31, 2015, 2014 and 2013: | |||||||||||||
January 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2013 | ||||||||||
United States | $ | 24,966 | $ | 18,921 | $ | 20,607 | |||||||
Israel | 20,064 | 14,320 | 11,025 | ||||||||||
Other countries | 17,460 | 6,904 | 6,529 | ||||||||||
Total property and equipment, net | $ | 62,490 | $ | 40,145 | $ | 38,161 | |||||||
SELECTED_QUARTERLY_FINANCIAL_I1
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | Summarized condensed quarterly financial information for the years ended January 31, 2015 and 2014 appears in the following tables: | ||||||||||||||||
Three Months Ended | |||||||||||||||||
April 30, | July 31, | October 31, | January 31, | ||||||||||||||
(in thousands, except per share data) | 2014 | 2014 | 2014 | 2015 | |||||||||||||
Revenue | $ | 257,393 | $ | 276,816 | $ | 282,574 | $ | 311,653 | |||||||||
Gross profit | $ | 154,570 | $ | 174,261 | $ | 181,471 | $ | 202,986 | |||||||||
(Loss) income before (benefit) provision for income taxes | $ | (13,269 | ) | $ | (4,846 | ) | $ | 16,239 | $ | 23,279 | |||||||
Net income (loss) | $ | 28,819 | $ | (10,380 | ) | $ | 11,473 | $ | 6,490 | ||||||||
Net income (loss) attributable to Verint Systems Inc. | $ | 27,956 | $ | (12,278 | ) | $ | 10,670 | $ | 4,583 | ||||||||
Net income (loss) attributable to Verint Systems Inc. common shares: | |||||||||||||||||
for basic net income (loss) per common share | $ | 27,956 | $ | (12,278 | ) | $ | 10,670 | $ | 4,583 | ||||||||
for diluted net income (loss) per common share | $ | 27,956 | $ | (12,278 | ) | $ | 10,670 | $ | 4,583 | ||||||||
Net income (loss) per common share attributable to Verint Systems Inc. | |||||||||||||||||
Basic | $ | 0.52 | $ | (0.21 | ) | $ | 0.18 | $ | 0.08 | ||||||||
Diluted | $ | 0.51 | $ | (0.21 | ) | $ | 0.17 | $ | 0.07 | ||||||||
Three Months Ended | |||||||||||||||||
April 30, | July 31, | October 31, | January 31, | ||||||||||||||
(in thousands, except per share data) | 2013 | 2013 | 2013 | 2014 | |||||||||||||
Revenue | $ | 204,786 | $ | 222,447 | $ | 224,314 | $ | 255,745 | |||||||||
Gross profit | $ | 131,478 | $ | 149,840 | $ | 152,157 | $ | 167,397 | |||||||||
(Loss) income before provision for income taxes | $ | (4,834 | ) | $ | 21,314 | $ | 30,011 | $ | 16,824 | ||||||||
Net (loss) income | $ | (7,937 | ) | $ | 18,505 | $ | 24,054 | $ | 24,154 | ||||||||
Net (loss) income attributable to Verint Systems Inc. | $ | (9,153 | ) | $ | 17,536 | $ | 22,487 | $ | 22,887 | ||||||||
Net (loss) income attributable to Verint Systems Inc. common shares: | |||||||||||||||||
for basic net (loss) income per common share | $ | (9,327 | ) | $ | 17,536 | $ | 22,487 | $ | 22,887 | ||||||||
for diluted net (loss) income per common share | $ | (9,327 | ) | $ | 17,536 | $ | 22,487 | $ | 22,887 | ||||||||
Net (loss) income per common share attributable to Verint Systems Inc. | |||||||||||||||||
Basic | $ | (0.18 | ) | $ | 0.33 | $ | 0.42 | $ | 0.43 | ||||||||
Diluted | $ | (0.18 | ) | $ | 0.33 | $ | 0.42 | $ | 0.42 | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONSOLIDATION (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Less than | |
Basis of Presentation | |
Maximum ownership interest in cost method investments (as a percent) | 20.00% |
Joint venture, variable interest entity in which entity is primary beneficiary | |
Basis of Presentation | |
Equity interest in a joint venture (as a percent) | 50.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CASH, CASH EQUIVALENTS, AND INVESTMENTS (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents Maximum Original Maturity Period (in days) | 90 days |
Investments [Abstract] | |
Minimum maturity period of short term investments in time deposits (in days) | 90 days |
Contingent Classification of Investments as Short-term Investments Maturity Period Minimum (in years) | 1 year |
Minimum | |
Restricted Cash and Cash Equivalents Items [Line Items] | |
Restricted Bank Time Deposits Original Maturity Period (in days) | 30 days |
Maximum | |
Restricted Cash and Cash Equivalents Items [Line Items] | |
Restricted Bank Time Deposits Original Maturity Period (in days) | 360 days |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - COSTS IN EXCESS OF BILLINGS ON LONG-TERM CONTRACTS (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Millions, unless otherwise specified | ||
Costs on Excess of Billings on Contracts [Abstract] | ||
Costs in Excess of Billings on Uncompleted Contracts or Programs | $30.20 | $22.50 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Recorded valuation allowance | |||
Balance at beginning of year | $1,187 | $1,775 | $2,929 |
Provisions charged to expense | 423 | 1,100 | 250 |
Amounts written off | -461 | -1,700 | -1,520 |
Other, including fluctuations in foreign exchange rates | -50 | 12 | 116 |
Balance at end of year | $1,099 | $1,187 | $1,775 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - USEFUL LIVES; IMPAIRMENTS (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Approach | |
Goodwill and Intangible Assets [Abstract] | |
Estimated useful lives of finite-lived intangible assets (in years) | 10 years |
Number of primary approaches to assess fair value | 3 |
Equipment, Furniture and Other | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives, (in years) | 3 years |
Equipment, Furniture and Other | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives, (in years) | 7 years |
Software | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives, (in years) | 3 years |
Software | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives, (in years) | 4 years |
Buildings | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives, (in years) | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives, (in years) | 25 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - SEGMENT REPORTING (Details) | 12 Months Ended |
Jan. 31, 2015 | |
segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 3 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - REVENUE RECOGNITION (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Element | |
Category | |
Revenue Recognition [Abstract] | |
Number of Categories in which Revenue is Derived and Reported | 2 |
Number of elements for multiple-element software arrangements for which various available indicators of fair value and judgment are used to classify the arrangement's revenue into product revenue and service revenue, VSOE cannot be established and where such arrangements are recognized ratably, minimum | 1 |
Term of software maintenance period over which PCS revenue is recognized (in years) | 1 year |
Estimated economic lives of software products, low end of range (in years) | 5 years |
Estimated economic lives of software products, high end of range (in years) | 7 years |
Recovered_Sheet1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - COST OF REVENUE; CAPITALIZED SOFTWARE DEVELOPMENT (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Cost of Revenue [Abstract] | |
Maximum period of time for recognizing revenue for deferred cost of revenue classified as current (in months) | 12 |
Software Development Costs | |
Software Development Costs | |
Estimated useful lives, (in years) | 4 years |
Internal-Use Software | |
Software Development Costs | |
Estimated useful lives, (in years) | 4 years |
Recovered_Sheet2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - FOREIGN CURRENCY GAINS AND LOSSES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | |||
Foreign currency (losses) gains, net | ($13,402) | ($6,057) | $960 |
Recovered_Sheet3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NET INCOME (LOSS) PER SHARE (Details) (1.50% Convertible Senior Notes) | Jun. 18, 2014 |
1.50% Convertible Senior Notes | |
Debt Conversion | |
Interest Rate at end of period (as a percent) | 1.50% |
NET_INCOME_PER_COMMON_SHARE_AT2
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - CALCULATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Net Income Per Common Share Attributable to Verint Systems Inc. [Abstract] | |||||||||||
Net income | $6,490 | $11,473 | ($10,380) | $28,819 | $24,154 | $24,054 | $18,505 | ($7,937) | $36,402 | $58,776 | $58,804 |
Net income attributable to noncontrolling interest | 5,471 | 5,019 | 4,802 | ||||||||
Net income attributable to Verint Systems Inc. | 4,583 | 10,670 | -12,278 | 27,956 | 22,887 | 22,487 | 17,536 | -9,153 | 30,931 | 53,757 | 54,002 |
Dividends on preferred stock | 0 | -174 | -15,472 | ||||||||
Net income attributable to Verint Systems Inc. common shares | 4,583 | 10,670 | -12,278 | 27,956 | 22,887 | 22,487 | 17,536 | -9,327 | 30,931 | 53,583 | 38,530 |
Dilutive effect of dividends on Preferred Stock | 0 | 0 | 0 | ||||||||
Net income attributable to Verint Systems Inc. for diluted net income per common share | $4,583 | $10,670 | ($12,278) | $27,956 | $22,887 | $22,487 | $17,536 | ($9,327) | $30,931 | $53,583 | $38,530 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||||||||
Basic (in shares) | 58,096,000 | 52,967,000 | 39,748,000 | ||||||||
Dilutive effect of employee equity award plans (in shares) | 1,278,000 | 911,000 | 564,000 | ||||||||
Dilutive effect of 1.50% convertible senior notes (in shares) | 0 | 0 | 0 | ||||||||
Dilutive effect of warrants (in shares) | 0 | 0 | 0 | ||||||||
Dilutive effect of assumed conversion of Preferred Stock (in shares) | 0 | 0 | 0 | ||||||||
Diluted (in shares) | 59,374,000 | 53,878,000 | 40,312,000 | ||||||||
Basic (in dollars per share) | $0.08 | $0.18 | ($0.21) | $0.52 | $0.43 | $0.42 | $0.33 | ($0.18) | $0.53 | $1.01 | $0.97 |
Diluted (in dollars per share) | $0.07 | $0.17 | ($0.21) | $0.51 | $0.42 | $0.42 | $0.33 | ($0.18) | $0.52 | $0.99 | $0.96 |
NET_INCOME_PER_COMMON_SHARE_AT3
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - ANTIDILUTIVE SECURITIES (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Stock options and restricted stock-based awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, (in shares) | 226 | 247 | 749 |
1.50% convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, (in shares) | 3,876 | 0 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, (in shares) | 3,876 | 0 | 0 |
Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, (in shares) | 0 | 123 | 11,043 |
NET_INCOME_PER_COMMON_SHARE_AT4
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - OTHER DETAILS (Details) (USD $) | Jan. 31, 2015 | Jun. 18, 2014 |
Net Income Per Common Share Attributable to Verint Systems Inc. [Abstract] | ||
Exercise Price of Warrants (in dollars per share) | $75 | |
1.50% Convertible Senior Notes | ||
Net Income Per Common Share Attributable to Verint Systems Inc. [Abstract] | ||
1.50% Convertible Notes - Conversion Price (in dollars per share) | $64.46 |
CASH_CASH_EQUIVALENTS_AND_SHOR2
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Schedule of Available-for-sale Securities | |||
Proceeds from sales and maturities of available-for-sale securities | $13,700 | $178,800 | $0 |
Commercial paper and corporate debt securities (available-for-sale) | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 13,741 | 9,402 | |
Gross unrealized gains | 101 | 4 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | 13,842 | 9,406 | |
Bank time deposits | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 21,909 | 22,643 | |
Gross unrealized gains | 0 | 0 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | 21,909 | 22,643 | |
Total short-term investments | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 35,650 | 32,045 | |
Gross unrealized gains | 101 | 4 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | 35,751 | 32,049 | |
Cash and bank time deposits | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 281,890 | 314,604 | |
Gross unrealized gains | 0 | 0 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | 281,890 | 314,604 | |
Money market funds | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 183 | 14,023 | |
Gross unrealized gains | 0 | 0 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | 183 | 14,023 | |
Commercial paper | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 2,999 | 49,986 | |
Gross unrealized gains | 0 | 5 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | 2,999 | 49,991 | |
Total cash and cash equivalents | |||
Schedule of Available-for-sale Securities | |||
Cost basis | 285,072 | 378,613 | |
Gross unrealized gains | 0 | 5 | |
Gross unrealized losses | 0 | 0 | |
Estimated Fair Value | $285,072 | $378,618 |
BUSINESS_COMBINATIONS_BUSINESS
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2015 - KANA SOFTWARE, INC. (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Feb. 03, 2014 | |
Business Acquisition | ||||
Cash Acquired from Acquisition | $0 | $10,370,000 | $0 | |
Payments to Acquire Businesses, Net of Cash Acquired | 605,279,000 | 32,767,000 | 660,000 | |
Enterprise Intelligence | KANA Software Inc. [Member] | ||||
Business Acquisition | ||||
Payment Made At Closing To Acquire Businesses | 542,400,000 | |||
Cash Acquired from Acquisition | 25,100,000 | |||
Post-closing purchase price adjustment | -700,000 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 516,600,000 | |||
Deferred Revenue - Current and Long-Term | 7,932,000 | |||
Intangible Asset - Undelivered Performance Obligations | 18,600,000 | |||
Business Acquisition, Cost of Acquired Entity, Transaction Costs During Period | 10,000,000 | |||
February 2014 Term Loans | 2013 Amended Credit Agreement - 2014 Amendments | ||||
Business Acquisition | ||||
Proceeds from Issuance of Debt | 300,000,000 | |||
2013 Revolving Line of Credit | 2013 Amended Credit Agreement - 2014 Amendments | ||||
Business Acquisition | ||||
Proceeds from Lines of Credit | $125,000,000 |
BUSINESS_COMBINATIONS_BUSINESS1
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2015 - UTX TECHNOLOGIES LIMITED (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2015 | Oct. 31, 2014 | |
Business Acquisition | |||||
Capitalized Computer Software, Impairments | $2,600,000 | $2,100,000 | $0 | ||
Communications Intelligence | UTX Acquisition [Member] | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Gross | 82,901,000 | ||||
Business Acquisition Contingent Consideration Fair Value Disclosure | 1,500,000 | 1,500,000 | |||
Fair value of contingent obligation | 1,347,000 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | -200,000 | ||||
Business Acquisition, Cost of Acquired Entity, Transaction Costs During Period | $2,500,000 |
BUSINESS_COMBINATIONS_BUSINESS2
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2015 - PURCHASE PRICE ALLOCATIONS (Details) (USD $) | 0 Months Ended | ||||
In Thousands, unless otherwise specified | Feb. 03, 2014 | Mar. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Business Acquisition | |||||
Goodwill | $1,200,817 | $853,389 | $829,909 | ||
Enterprise Intelligence | |||||
Business Acquisition | |||||
Goodwill | 1,061,522 | 764,931 | 740,947 | ||
Enterprise Intelligence | KANA Software Inc. [Member] | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Gross | 541,685 | ||||
Fair value of contingent obligation | 0 | ||||
Business Combination, Consideration Transferred | 541,685 | ||||
Accounts receivable | 18,473 | ||||
Other current assets, including cash acquired | 49,798 | ||||
Other assets | 12,203 | ||||
Current and other liabilities | -17,851 | ||||
Deferred Revenue - Current and Long-Term | -7,932 | ||||
Deferred Income Taxes - Current and Long-Term | -60,879 | ||||
Net Tangible Assets (Liabilities) | -6,188 | ||||
Identifiable intangible assets | 219,700 | ||||
Goodwill | 328,173 | ||||
Total Purchase Price Allocations | 541,685 | ||||
Communications Intelligence | |||||
Business Acquisition | |||||
Goodwill | 101,261 | 47,838 | 48,233 | ||
Communications Intelligence | UTX Acquisition [Member] | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Gross | 82,901 | ||||
Fair value of contingent obligation | 1,347 | ||||
Business Combination, Consideration Transferred | 84,248 | ||||
Accounts receivable | 0 | ||||
Other current assets, including cash acquired | 3,836 | ||||
Other assets | 924 | ||||
Current and other liabilities | -263 | ||||
Deferred Revenue - Current and Long-Term | -340 | ||||
Deferred Income Taxes - Current and Long-Term | -4,882 | ||||
Net Tangible Assets (Liabilities) | -725 | ||||
Identifiable intangible assets | 40,500 | ||||
Goodwill | 44,473 | ||||
Total Purchase Price Allocations | 84,248 | ||||
Customer Relationships | Enterprise Intelligence | KANA Software Inc. [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 152,700 | ||||
Customer Relationships | Communications Intelligence | UTX Acquisition [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 2,000 | ||||
Acquired technology | Enterprise Intelligence | KANA Software Inc. [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 55,500 | ||||
Acquired technology | Communications Intelligence | UTX Acquisition [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 37,400 | ||||
Trademarks and Trade Names | Enterprise Intelligence | KANA Software Inc. [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 11,500 | ||||
Trademarks and Trade Names | Communications Intelligence | UTX Acquisition [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 0 | ||||
Other Intangible Assets | Enterprise Intelligence | KANA Software Inc. [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | 0 | ||||
Other Intangible Assets | Communications Intelligence | UTX Acquisition [Member] | |||||
Business Acquisition | |||||
Identifiable intangible assets | $1,100 |
BUSINESS_COMBINATIONS_BUSINESS3
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2015 - INTANGIBLE ASSET LIVES (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 10 years |
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 7 years 5 months |
Enterprise Intelligence | KANA Software Inc. [Member] | |
Business Acquisition | |
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 8 years 1 month |
Communications Intelligence | UTX Acquisition [Member] | |
Business Acquisition | |
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 4 years |
Customer Relationships | Communications Intelligence | UTX Acquisition [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 3 years |
Acquired technology | Communications Intelligence | UTX Acquisition [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 4 years |
Trademarks and Trade Names | Enterprise Intelligence | KANA Software Inc. [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 5 years |
Other Intangible Assets | Communications Intelligence | UTX Acquisition [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 4 years |
Minimum | Customer Relationships | Enterprise Intelligence | KANA Software Inc. [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 5 years |
Minimum | Acquired technology | Enterprise Intelligence | KANA Software Inc. [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 3 years |
Maximum | Customer Relationships | Enterprise Intelligence | KANA Software Inc. [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 10 years |
Maximum | Acquired technology | Enterprise Intelligence | KANA Software Inc. [Member] | |
Business Acquisition | |
Estimated useful lives of finite-lived intangible assets (in years) | 5 years |
BUSINESS_COMBINATIONS_BUSINESS4
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2015 - PRO FORMA INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Change in valuation allowance | $45,200,000 | $15,000,000 | |
Business Acquisitions, Pro Forma Revenue | 1,158,141,000 | 1,032,733,000 | |
Business Acquisitions, Pro Forma Net Income (Loss) | 29,644,000 | 50,432,000 | |
Business Acquisitions, Pro Forma Net Income (Loss) Attributable to Verint Systems Inc. | 24,173,000 | 45,413,000 | |
Business Acquisitions, Pro Forma Earnings Per Share, Basic | $0.42 | $0.85 | |
Business Acquisitions, Pro Forma Earnings Per Share, Diluted | $0.41 | $0.84 | |
KANA Software Inc. [Member] | Enterprise Intelligence | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Change in valuation allowance | $44,400,000 |
BUSINESS_COMBINATIONS_BUSINESS5
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2014 - BUSINESS COMBINATIONS (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Business Acquisition | ||
Goodwill, Acquired During Period | $382,422,000 | $19,051,000 |
Enterprise Intelligence | ||
Business Acquisition | ||
Goodwill, Acquired During Period | 328,173,000 | 18,339,000 |
Series of Individually Immaterial Business Acquisitions Jan-2014 | ||
Business Acquisition | ||
Total Purchase Price | 46,136,000 | |
Payments to Acquire Businesses, Gross | 34,229,000 | |
Potential additional cash payments to former shareholders, maximum | 27,400,000 | |
Fair value of contingent obligation | 11,907,000 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 400,000 | 300,000 |
Business Acquisition, Current and Non-Current Liabilities, Preacquisition Contingency Accrual | 6,800,000 | |
Goodwill, Acquired During Period | 19,000,000 | |
Estimated amount of deductible goodwill | 5,300,000 | |
Estimated amount of goodwill which is not tax deductible | 13,700,000 | |
Business Acquisition, Cost of Acquired Entity, Transaction Costs During Period | 900,000 | 2,700,000 |
Series of Individually Immaterial Business Acquisitions Jan-2014 | Enterprise Intelligence | ||
Business Acquisition | ||
Goodwill, Acquired During Period | 18,300,000 | |
Series of Individually Immaterial Business Acquisitions Jan-2014 | Communications Intelligence Acquisition | ||
Business Acquisition | ||
Goodwill, Acquired During Period | 700,000 | |
Series of Individually Immaterial Business Acquisitions Jan-2014 | Accrued expenses and other current liabilities | ||
Business Acquisition | ||
Business Acquisition, Current and Non-Current Liabilities, Preacquisition Contingency Accrual | 1,300,000 | |
Series of Individually Immaterial Business Acquisitions Jan-2014 | Other long-term liabilities | ||
Business Acquisition | ||
Business Acquisition, Current and Non-Current Liabilities, Preacquisition Contingency Accrual | $5,500,000 |
BUSINESS_COMBINATIONS_BUSINESS6
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2014 - PURCHASE PRICE ALLOCATIONS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2013 |
Allocation of Purchase Price | |||
Goodwill | $853,389 | $1,200,817 | $829,909 |
Series of Individually Immaterial Business Acquisitions Jan-2014 | |||
Components of Purchase Price | |||
Cash | 34,229 | ||
Fair value of contingent consideration | 11,907 | ||
Total Purchase Price | 46,136 | ||
Allocation of Purchase Price | |||
Accounts receivable | 3,687 | ||
Other current assets | 3,050 | ||
Other assets | 275 | ||
Current and other liabilities | -2,717 | ||
Deferred revenue | -1,310 | ||
Deferred Income Taxes - Current and Long-Term | -2,272 | ||
Net Tangible Assets | 713 | ||
Identifiable intangible assets | 26,372 | ||
Goodwill | 19,051 | ||
Total Purchase Price Allocations | 46,136 | ||
Acquired technology | Series of Individually Immaterial Business Acquisitions Jan-2014 | |||
Allocation of Purchase Price | |||
Identifiable intangible assets | 14,009 | ||
Customer Relationships | Series of Individually Immaterial Business Acquisitions Jan-2014 | |||
Allocation of Purchase Price | |||
Identifiable intangible assets | 11,714 | ||
Trademarks and Trade Names | Series of Individually Immaterial Business Acquisitions Jan-2014 | |||
Allocation of Purchase Price | |||
Identifiable intangible assets | 649 | ||
Enterprise Intelligence | |||
Allocation of Purchase Price | |||
Goodwill | 764,931 | 1,061,522 | 740,947 |
Communications Intelligence | |||
Allocation of Purchase Price | |||
Goodwill | $47,838 | $101,261 | $48,233 |
BUSINESS_COMBINATIONS_BUSINESS7
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - YEAR ENDED JANUARY 31, 2014 - INTANGIBLE ASSET LIVES (Details) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 10 years | |
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 7 years 5 months | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 5 years 11 months | |
Acquired technology | Minimum | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 3 years | |
Acquired technology | Maximum | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 5 years | |
Trademarks and Trade Names | Minimum | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 1 year | |
Trademarks and Trade Names | Maximum | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 2 years | |
Customer Relationships | Minimum | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 6 years | |
Customer Relationships | Maximum | Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition | ||
Estimated useful lives of finite-lived intangible assets (in years) | 9 years |
BUSINESS_COMBINATIONS_BUSINESS8
BUSINESS COMBINATIONS BUSINESS COMBINATIONS - OTHER BUSINESS COMBINATION INFORMATION (Details) (USD $) | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |
Business Acquisition | ||||
Indemnification asset write off | $0 | $12,874,000 | $0 | |
Business Acquisitions Prior to January 31, 2012 | ||||
Business Acquisition | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | -300,000 | 2,800,000 | 6,200,000 | |
Business Acquisition, August 2011 | ||||
Business Acquisition | ||||
Business Acquisition, Noncurrent Liabilities, Preacquisition Contingency Accrual | 1,400,000 | 1,500,000 | 5,200,000 | |
Business Combinations, Indemnification Assets, Amount Recognized at Acquisition Date, Long-term Portion | 400,000 | 400,000 | 5,200,000 | |
Pre-Acquisition Uncertain Tax Liability Position Adjustment | 1,000,000 | 1,100,000 | ||
Indemnification Asset Impairment Charge | 900,000 | 1,100,000 | ||
Indemnification asset write off | $900,000 | $400,000 |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL - INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | $368,287,000 | ||
Intangible assets with finite lives, Accumulated Amortization | -295,020,000 | -237,140,000 | |
Intangible assets with finite lives, Net | 311,894,000 | 131,147,000 | |
Total intangible assets, cost | 606,914,000 | 369,987,000 | |
Total intangible assets, net | 311,894,000 | 132,847,000 | |
Total amortization expense for acquisition-related intangible assets | 76,200,000 | 36,900,000 | 39,300,000 |
Impairment of finite-lived intangible assets | 0 | 500,000 | 0 |
Enterprise Intelligence | |||
Acquisition-related intangible assets | |||
Total intangible assets, net | 261,354,000 | 115,928,000 | |
Communications Intelligence | |||
Acquisition-related intangible assets | |||
Total intangible assets, net | 870,000 | 2,063,000 | |
Video Intelligence | |||
Acquisition-related intangible assets | |||
Total intangible assets, net | 49,670,000 | 14,856,000 | |
In-process research and development, with indefinite lives | |||
Acquisition-related intangible assets | |||
Intangible assets with indefinite lives, cost | 1,700,000 | ||
Customer Relationships | |||
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | 378,756,000 | 240,208,000 | |
Intangible assets with finite lives, Accumulated Amortization | -176,796,000 | -141,714,000 | |
Intangible assets with finite lives, Net | 201,960,000 | 98,494,000 | |
Acquired technology | |||
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | 201,294,000 | 106,361,000 | |
Intangible assets with finite lives, Accumulated Amortization | -104,117,000 | -76,922,000 | |
Intangible assets with finite lives, Net | 97,177,000 | 29,439,000 | |
Trade names | |||
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | 18,799,000 | 13,378,000 | |
Intangible assets with finite lives, Accumulated Amortization | -9,131,000 | -11,378,000 | |
Intangible assets with finite lives, Net | 9,668,000 | 2,000,000 | |
Non-competition agreements | |||
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | 3,625,000 | 5,514,000 | |
Intangible assets with finite lives, Accumulated Amortization | -2,331,000 | -4,970,000 | |
Intangible assets with finite lives, Net | 1,294,000 | 544,000 | |
Distribution network | |||
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | 4,440,000 | 2,440,000 | |
Intangible assets with finite lives, Accumulated Amortization | -2,645,000 | -1,840,000 | |
Intangible assets with finite lives, Net | 1,795,000 | 600,000 | |
Backlog | |||
Acquisition-related intangible assets | |||
Intangible assets with finite lives, Cost | 386,000 | ||
Intangible assets with finite lives, Accumulated Amortization | -316,000 | ||
Intangible assets with finite lives, Net | $70,000 |
INTANGIBLE_ASSETS_AND_GOODWILL3
INTANGIBLE ASSETS AND GOODWILL INTANGIBLE ASSETS AND GOODWILL - FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Intangible Assets - Future Amortization [Abstract] | ||
2016 | $78,790 | |
2017 | 72,097 | |
2018 | 53,788 | |
2019 | 25,277 | |
2020 | 19,237 | |
2021 and thereafter | 62,705 | |
Intangible assets with finite lives, Net | $311,894 | $131,147 |
INTANGIBLE_ASSETS_AND_GOODWILL4
INTANGIBLE ASSETS AND GOODWILL - GOODWILL (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
Goodwill activity | |||||
Goodwill, gross at the beginning of the period | $1,267,682,000 | $920,254,000 | $896,774,000 | ||
Accumulated impairment losses | -66,865,000 | -66,865,000 | -66,865,000 | ||
Goodwill, net at the beginning of the period | 853,389,000 | 829,909,000 | |||
Business combinations | 382,422,000 | 19,051,000 | |||
Foreign currency translation and other | -34,994,000 | 4,429,000 | |||
Goodwill, net, at the end of the period | 1,200,817,000 | 853,389,000 | 829,909,000 | ||
Goodwill Impairments | |||||
Impairments of goodwill | 0 | 0 | 0 | ||
Enterprise Intelligence | |||||
Goodwill activity | |||||
Goodwill, gross at the beginning of the period | 1,092,313,000 | 795,722,000 | 771,738,000 | ||
Accumulated impairment losses | -30,791,000 | -30,791,000 | -30,791,000 | ||
Goodwill, net at the beginning of the period | 764,931,000 | 740,947,000 | |||
Business combinations | 328,173,000 | 18,339,000 | |||
Foreign currency translation and other | -31,582,000 | 5,645,000 | |||
Goodwill, net, at the end of the period | 1,061,522,000 | 764,931,000 | |||
Communications Intelligence | |||||
Goodwill activity | |||||
Goodwill, gross at the beginning of the period | 101,261,000 | 47,838,000 | 48,233,000 | ||
Accumulated impairment losses | 0 | 0 | 0 | ||
Goodwill, net at the beginning of the period | 47,838,000 | 48,233,000 | |||
Business combinations | 54,249,000 | 712,000 | |||
Foreign currency translation and other | -826,000 | -1,107,000 | |||
Goodwill, net, at the end of the period | 101,261,000 | 47,838,000 | |||
Video Intelligence | |||||
Goodwill activity | |||||
Goodwill, gross at the beginning of the period | 74,108,000 | 76,694,000 | 76,803,000 | ||
Accumulated impairment losses | -36,074,000 | -36,074,000 | -36,074,000 | ||
Goodwill, net at the beginning of the period | 40,620,000 | 40,729,000 | |||
Business combinations | 0 | 0 | |||
Foreign currency translation and other | -2,586,000 | -109,000 | |||
Goodwill, net, at the end of the period | $38,034,000 | $40,620,000 | |||
Goodwill Impairments | |||||
Goodwill impairment review, fair value exceeds carrying value (as a percent) | 20.00% | 30.00% |
LONGTERM_DEBT_SUMMARY_Details
LONG-TERM DEBT - SUMMARY (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 | Jun. 18, 2014 | Mar. 07, 2014 |
In Thousands, unless otherwise specified | ||||
Debt Instrument | ||||
Total debt | $736,802 | $642,385 | ||
Current maturities of long-term debt | 23 | 6,555 | ||
Long-term debt | 736,779 | 635,830 | ||
1.50% Convertible Senior Notes | ||||
Debt Instrument | ||||
Principal Amount - 1.50% Convertible Senior Notes | 400,000 | 0 | 400,000 | |
Unamortized debt discount | -74,086 | 0 | ||
1.50% Convertible Notes, Net | 325,914 | 0 | 319,900 | |
February 2014 Term Loans | ||||
Debt Instrument | ||||
Unamortized debt discount | -277 | 0 | ||
Gross term loan borrowings | 130,729 | 0 | ||
Term Loans | 130,452 | 0 | ||
March 2014 Term Loans | ||||
Debt Instrument | ||||
Gross term loan borrowings | 280,413 | 0 | ||
Term Loans | 643,500 | |||
March 2013 Term Loans | ||||
Debt Instrument | ||||
Unamortized debt discount | 0 | -2,827 | ||
Gross term loan borrowings | 0 | 645,125 | ||
Term Loans | 0 | 642,298 | ||
Other debt | ||||
Debt Instrument | ||||
Term Loans | $23 | $87 |
LONGTERM_DEBT_150_CONVERTIBLE_
LONG-TERM DEBT - 1.50% CONVERTIBLE SENIOR NOTES (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jun. 18, 2014 | Jan. 31, 2015 | Jun. 18, 2014 | Jan. 31, 2014 | |
Common Stock, Number of Shares and Other Disclosures | ||||
Common stock issued in public offering (in shares) | 5,750,000 | |||
1.50% Convertible Senior Notes | ||||
Debt Instrument | ||||
Principal Amount - 1.50% Convertible Senior Notes | $400,000,000 | $400,000,000 | $400,000,000 | $0 |
Coupon Interest Rate | 1.50% | 1.50% | ||
Proceeds from issuance of convertible notes, net of issuance costs | 391,900,000 | |||
1.50% Convertible Notes - Base Principal Amount For Conversion Rate | 0 | |||
1.50% Convertible Notes - Conversion Ratio | 15.5129 | |||
1.50% Convertible Notes - Conversion Price (in dollars per share) | $64.46 | $64.46 | ||
1.50% Convertible Notes - Number of Common Shares (in shares) | 6,205,000 | |||
1.50% Convertible Notes - Carrying Value | 319,900,000 | 325,914,000 | 319,900,000 | 0 |
Assumed Noncovertible Debt Interest Rate | 5.00% | 5.00% | ||
1.50% Convertible Notes - Carrying Value of Equity Component | 80,100,000 | 78,200,000 | 80,100,000 | |
Debt Issuance Costs | 7,600,000 | |||
Common stock issuance costs | 1,900,000 | |||
Effective Interest Rate | 5.29% | |||
Common Stock, Number of Shares and Other Disclosures | ||||
Common stock issuance costs | $1,900,000 | |||
Conversion Scenario One | 1.50% Convertible Senior Notes | ||||
Debt Instrument | ||||
1.50% Convertible Notes - Threshold Trading Days | 20 | |||
1.50% Convertible Notes - Window of Consecutive Trading Days | 30 days | |||
1.50% Convertible Notes - Threshold Percentage for Conversion Trigger | 130.00% | |||
Conversion Scenario Two | 1.50% Convertible Senior Notes | ||||
Debt Instrument | ||||
1.50% Convertible Notes - Window of Consecutive Trading Days | 5 days | |||
1.50% Convertible Notes - Threshold Percentage for Conversion Trigger | 98.00% |
LONGTERM_DEBT_NOTE_HEDGES_AND_
LONG-TERM DEBT - NOTE HEDGES AND WARRANTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Exercise Price of Warrants (in dollars per share) | $75 | ||
Note Hedges - Shares (in shares) | 6,205,000 | ||
Note Hedges - Strike Price (in dollars per share) | $64.46 | ||
Payments for convertible note hedges | $60,800 | $0 | $0 |
Warrants (in shares) | 6,205,000 | ||
Proceeds from issuance of warrants | $45,188 | $0 | $0 |
LONGTERM_DEBT_CREDIT_AGREEMENT
LONG-TERM DEBT - CREDIT AGREEMENT (2011 AGREEMENT) (Details) (USD $) | Apr. 30, 2011 |
April 2011 Term Loans | |
Debt Instrument | |
Long-term Debt, Gross | $600,000,000 |
2011 Revolving Line of Credit | |
Debt Instrument | |
Line of Credit Facility, Maximum Borrowing Capacity | 170,000,000 |
2011 Credit Agreement | |
Debt Instrument | |
Line of Credit Facility, Maximum Borrowing Capacity | 770,000,000 |
Line of Credit Facility, Additional Borrowing Capacity | 300,000,000 |
Deferred debt issuance costs, gross | $14,800,000 |
LONGTERM_DEBT_CREDIT_AGREEMENT1
LONG-TERM DEBT - CREDIT AGREEMENT (2013 AMENDMENTS) (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||||
Mar. 06, 2013 | Apr. 30, 2014 | Mar. 07, 2014 | Jan. 31, 2014 | Jun. 18, 2014 | Apr. 30, 2011 | |
March 2013 Term Loans | ||||||
Debt Instrument | ||||||
Long-term Debt, Gross | $650,000,000 | |||||
Term loan discount (as a percent) | 0.50% | |||||
Interest Rate at end of period (as a percent) | 4.00% | |||||
Unamortized debt discount | 3,300,000 | 2,800,000 | ||||
Proceeds from Issuance of Debt | 646,700,000 | |||||
Repayments of Debt | 643,500,000 | |||||
2013 Revolving Line of Credit | ||||||
Debt Instrument | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 200,000,000 | 300,000,000 | ||||
April 2011 Term Loans | ||||||
Debt Instrument | ||||||
Long-term Debt, Gross | 600,000,000 | |||||
Repayments of Debt | 576,000,000 | |||||
2013 Amended Credit Agreement | ||||||
Debt Instrument | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 850,000,000 | |||||
Line of Credit Facility, Additional Borrowing Capacity | $300,000,000 |
LONGTERM_DEBT_CREDIT_AGREEMENT2
LONG-TERM DEBT - CREDIT AGREEMENT (2014 AMENDMENTS) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Jul. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Mar. 06, 2013 | Feb. 03, 2014 | Jun. 18, 2014 | Mar. 07, 2014 | |
Debt Instrument | ||||||||||
Losses on early retirements of debt | $5,500,000 | $7,100,000 | $9,700,000 | ($12,546,000) | ($9,879,000) | $0 | ||||
2013 Revolving Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 200,000,000 | 300,000,000 | ||||||||
February 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized debt discount | 277,000 | 0 | ||||||||
Write Off of Debt Discount Resulting From Early Debt Payment | 400,000 | |||||||||
Term Loans | 130,452,000 | 0 | ||||||||
March 2013 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Proceeds from Issuance of Debt | 646,700,000 | |||||||||
Term loan discount (as a percent) | 0.50% | |||||||||
Unamortized debt discount | 3,300,000 | 2,800,000 | ||||||||
Unamortized deferred costs | 4,300,000 | |||||||||
Repayments of Debt | 643,500,000 | |||||||||
Losses on early retirements of debt | 7,100,000 | |||||||||
March 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Term Loans | 643,500,000 | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | ||||||||||
Debt Instrument | ||||||||||
Line of Credit Facility, Additional Borrowing Capacity | 200,000,000 | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | 2013 Revolving Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Proceeds from Lines of Credit | 125,000,000 | |||||||||
Unamortized deferred costs | 700,000 | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | February 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Proceeds from Issuance of Debt | 300,000,000 | |||||||||
Term loan discount (as a percent) | 0.25% | |||||||||
Unamortized debt discount | 800,000 | |||||||||
Unamortized deferred costs | 7,100,000 | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | March 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | $2,400,000 | |||||||||
Debt Instrument Prepayment Adjustment Number of Consecutive Scheduled Principal Payments | 8 | |||||||||
Line of Credit Facility Covenant Period Until January 2016 | 2013 Revolving Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Consolidated Total Debt to Consolidated EBITDA Ratio | 5 | |||||||||
Line of Credit Facility Covenant Period January 2016 Thereafter | 2013 Amended Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Consolidated Total Debt to Consolidated EBITDA Ratio | 4.5 |
LONGTERM_DEBT_CREDIT_AGREEMENT3
LONG-TERM DEBT - CREDIT AGREEMENT INTEREST RATE DETAILS - 2013 AMENDMENTS (Details) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
March 2013 Term Loans | ||
Debt Instrument | ||
Interest Rate at end of period (as a percent) | 4.00% | |
2013 Amended Credit Agreement | Eurodollar loans | ||
Debt Instrument | ||
Interest period (in months) | 3 months | |
Adjusted LIBO Rate | 2013 Amended Credit Agreement | Eurodollar loans | ||
Debt Instrument | ||
Variable rate basis | Adjusted LIBO Rate | |
Interest rate margin (as a percent) | 3.00% | |
Rate used to calculate reference rate (as a percent) | 1.00% | |
Adjusted LIBO Rate | 2013 Amended Credit Agreement | Base Rate loans | ||
Debt Instrument | ||
Interest period (in months) | 1 month | |
Interest rate margin (as a percent) | 1.00% | |
Base Rate | 2013 Amended Credit Agreement | Base Rate loans | ||
Debt Instrument | ||
Variable rate basis | Base Rate | |
Interest rate margin (as a percent) | 2.00% | |
Federal Funds Effective Rate | 2013 Amended Credit Agreement | Base Rate loans | ||
Debt Instrument | ||
Variable rate basis | Federal Funds Effective Rate | |
Interest rate margin (as a percent) | 0.50% | |
Corporate Credit Ratings of BB- and Ba3 or Better | 2013 Amended Credit Agreement | Base Rate loans | ||
Debt Instrument | ||
Interest rate margin (as a percent) | 1.75% | |
Corporate Credit Ratings of BB- and Ba3 or Better | Adjusted LIBO Rate | 2013 Amended Credit Agreement | Eurodollar loans | ||
Debt Instrument | ||
Interest rate margin (as a percent) | 2.75% |
LONGTERM_DEBT_CREDIT_AGREEMENT4
LONG-TERM DEBT - CREDIT AGREEMENT INTEREST RATE DETAILS - 2014 AMENDMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2014 | Oct. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Mar. 07, 2014 | Feb. 03, 2014 | |
March 2013 Term Loans | ||||||
Debt Instrument | ||||||
Repayments of Debt | $643,500,000 | |||||
Interest Rate at end of period (as a percent) | 4.00% | |||||
February 2014 Term Loans | ||||||
Debt Instrument | ||||||
Term Loans | 130,452,000 | 0 | ||||
March 2014 Term Loans | ||||||
Debt Instrument | ||||||
Term Loans | $643,500,000 | |||||
2013 Amended Credit Agreement - 2014 Amendments | February 2014 Term Loans | ||||||
Debt Instrument | ||||||
Effective Interest Rate | 4.03% | |||||
2013 Amended Credit Agreement - 2014 Amendments | March 2014 Term Loans | ||||||
Debt Instrument | ||||||
Interest Rate at end of period (as a percent) | 3.50% | |||||
Effective Interest Rate | 3.58% | |||||
2013 Amended Credit Agreement - 2014 Amendments | Eurodollar loans | ||||||
Debt Instrument | ||||||
Interest period (in months) | 3 months | |||||
2013 Amended Credit Agreement - 2014 Amendments | 2013 Revolving Line of Credit | ||||||
Debt Instrument | ||||||
Interest Rate at end of period (as a percent) | 3.50% | 4.00% | ||||
2013 Amended Credit Agreement | Eurodollar loans | ||||||
Debt Instrument | ||||||
Interest period (in months) | 3 months | |||||
Adjusted LIBO Rate | 2013 Amended Credit Agreement - 2014 Amendments | Eurodollar loans | ||||||
Debt Instrument | ||||||
Variable rate basis | Adjusted LIBO Rate | |||||
Interest rate margin (as a percent) | 2.75% | |||||
Rate used to calculate reference rate (as a percent) | 0.75% | |||||
Adjusted LIBO Rate | 2013 Amended Credit Agreement - 2014 Amendments | Base Rate loans | ||||||
Debt Instrument | ||||||
Interest period (in months) | 1 month | |||||
Interest rate margin (as a percent) | 1.00% | |||||
Adjusted LIBO Rate | 2013 Amended Credit Agreement | Eurodollar loans | ||||||
Debt Instrument | ||||||
Variable rate basis | Adjusted LIBO Rate | |||||
Interest rate margin (as a percent) | 3.00% | |||||
Rate used to calculate reference rate (as a percent) | 1.00% | |||||
Adjusted LIBO Rate | 2013 Amended Credit Agreement | Base Rate loans | ||||||
Debt Instrument | ||||||
Interest period (in months) | 1 month | |||||
Interest rate margin (as a percent) | 1.00% | |||||
Base Rate | 2013 Amended Credit Agreement - 2014 Amendments | Base Rate loans | ||||||
Debt Instrument | ||||||
Variable rate basis | Base Rate | |||||
Interest rate margin (as a percent) | 1.75% | |||||
Base Rate | 2013 Amended Credit Agreement | Base Rate loans | ||||||
Debt Instrument | ||||||
Variable rate basis | Base Rate | |||||
Interest rate margin (as a percent) | 2.00% | |||||
Federal Funds Effective Rate | 2013 Amended Credit Agreement - 2014 Amendments | Base Rate loans | ||||||
Debt Instrument | ||||||
Variable rate basis | Federal Funds Effective Rate | |||||
Interest rate margin (as a percent) | 0.50% | |||||
Federal Funds Effective Rate | 2013 Amended Credit Agreement | Base Rate loans | ||||||
Debt Instrument | ||||||
Variable rate basis | Federal Funds Effective Rate | |||||
Interest rate margin (as a percent) | 0.50% |
LONGTERM_DEBT_DEBT_FEES_Detail
LONG-TERM DEBT - DEBT FEES (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Mar. 07, 2014 | Mar. 06, 2013 | Feb. 03, 2014 | Jun. 18, 2014 | |
Debt Instrument | ||||||||||
Losses on early retirements of debt | $5,500,000 | $7,100,000 | $9,700,000 | ($12,546,000) | ($9,879,000) | $0 | ||||
March 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Write Off of Deferred Debt Issuance Costs Resulting From Early Debt Payment | 1,300,000 | |||||||||
February 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized debt discount | 277,000 | 0 | ||||||||
Write Off of Deferred Debt Issuance Costs Resulting From Early Debt Payment | 3,800,000 | |||||||||
March 2013 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 4,300,000 | |||||||||
Unamortized debt discount | 2,800,000 | 3,300,000 | ||||||||
Losses on early retirements of debt | 7,100,000 | |||||||||
2011 Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 11,000,000 | |||||||||
2011 Credit Agreement | April 2011 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 7,500,000 | |||||||||
Unamortized debt discount | 2,200,000 | |||||||||
Losses on early retirements of debt | 9,700,000 | |||||||||
2011 Credit Agreement | 2011 Revolving Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 3,500,000 | |||||||||
2013 Amended Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 7,500,000 | |||||||||
2013 Amended Credit Agreement | March 2013 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 5,000,000 | |||||||||
2013 Amended Credit Agreement | 2013 Revolving Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 2,500,000 | |||||||||
Commitment fee on undrawn portion (as a percent) | 0.50% | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | March 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 2,400,000 | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | February 2014 Term Loans | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | 7,100,000 | |||||||||
Unamortized debt discount | 800,000 | |||||||||
2013 Amended Credit Agreement - 2014 Amendments | 2013 Revolving Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Unamortized deferred costs | $700,000 |
LONGTERM_DEBT_EARLY_PARTIAL_RE
LONG-TERM DEBT - EARLY PARTIAL RETIREMENT OF TERM LOANS (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 18, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Debt Instrument | |||||||
Common stock issued in public offering (in shares) | 5,750,000 | ||||||
Losses on early retirements of debt | $5,500,000 | $7,100,000 | $9,700,000 | ($12,546,000) | ($9,879,000) | $0 | |
Combined February 2014 and March 2014 Term Loans | |||||||
Debt Instrument | |||||||
Repayments of Long-Term Debt | 530,000,000 | ||||||
Losses on early retirements of debt | 5,500,000 | ||||||
March 2014 Term Loans | |||||||
Debt Instrument | |||||||
Write Off of Deferred Debt Issuance Costs Resulting From Early Debt Payment | 1,300,000 | ||||||
February 2014 Term Loans | |||||||
Debt Instrument | |||||||
Write Off of Deferred Debt Issuance Costs Resulting From Early Debt Payment | 3,800,000 | ||||||
Write Off of Debt Discount Resulting From Early Debt Payment | 400,000 | ||||||
2013 Revolving Line of Credit | |||||||
Debt Instrument | |||||||
Repayments of Long-Term Debt | 106,000,000 |
LONGTERM_DEBT_FUTURE_AMORTIZAT
LONG-TERM DEBT - FUTURE AMORTIZATION (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
February 2014 Term Loans | ||
Debt Instrument | ||
Principal payments previously required per quarter | $800,000 | |
2016 | 0 | |
2017 | 669,000 | |
2018 | 1,337,000 | |
2019 | 1,337,000 | |
2020 | 127,386,000 | |
Total | 130,729,000 | 0 |
March 2014 Term Loans | ||
Debt Instrument | ||
Principal payments previously required per quarter | 1,600,000 | |
2016 | 0 | |
2017 | 1,434,000 | |
2018 | 2,869,000 | |
2019 | 2,869,000 | |
2020 | 273,241,000 | |
Total | $280,413,000 | $0 |
2013 Amended Credit Agreement - 2014 Amendments | March 2014 Term Loans | ||
Debt Instrument | ||
Debt Instrument Prepayment Adjustment Number of Consecutive Scheduled Principal Payments | 8 |
LONGTERM_DEBT_INTEREST_EXPENSE
LONG-TERM DEBT - INTEREST EXPENSE (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
1.50% Convertible Senior Notes | |||
Debt Instrument | |||
Interest Expense at Coupon or Contractual Rate | $3,717 | $0 | $0 |
Amortization of Debt Discount | 6,014 | 0 | 0 |
Amortization of Deferred Debt Issuance Costs | 566 | 0 | 0 |
Total Interest Expense | 10,297 | 0 | 0 |
Credit Agreement | |||
Debt Instrument | |||
Interest Expense at Coupon or Contractual Rate | 23,236 | 26,254 | 27,138 |
Amortization of Debt Discount | 116 | 458 | 486 |
Amortization of Deferred Debt Issuance Costs | 2,435 | 2,164 | 3,002 |
Total Interest Expense | $25,787 | $28,876 | $30,626 |
SUPPLEMENTAL_CONSOLIDATED_FINA2
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Inventories | |||
Raw materials | $6,203,000 | $3,190,000 | |
Work-in-process | 8,481,000 | 5,645,000 | |
Finished goods | 2,821,000 | 1,858,000 | |
Total inventories | 17,505,000 | 10,693,000 | |
Property, Plant and Equipment | |||
Property and Equipment, gross | 151,823,000 | 117,887,000 | |
Accumulated Depreciation and Amortization | -89,333,000 | -77,742,000 | |
Property and Equipment, net | 62,490,000 | 40,145,000 | 38,161,000 |
Depreciation [Abstract] | |||
Depreciation Expense | 17,700,000 | 13,500,000 | 11,800,000 |
Other Assets [Abstract] | |||
Deferred debt issuance costs, net | 14,894,000 | 9,598,000 | |
Long-term restricted cash and time deposits | 1,959,000 | 391,000 | |
Other | 13,305,000 | 14,037,000 | |
Total other assets | 30,158,000 | 24,026,000 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |||
Compensation and benefits | 76,736,000 | 69,122,000 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 75,414,000 | 46,569,000 | |
Professional and consulting fees | 7,374,000 | 8,574,000 | |
Derivative financial instruments - current portion | 9,509,000 | 0 | |
Distributor and agent commissions | 2,141,000 | 3,640,000 | |
Taxes other than income taxes | 9,423,000 | 8,940,000 | |
Interest on indebtedness | 4,597,000 | 6,595,000 | |
Contingent consideration - current portion | 3,892,000 | 9,859,000 | |
Other | 32,527,000 | 25,375,000 | |
Total accrued expenses and other current liabilities | 221,613,000 | 178,674,000 | |
Other Liabilities [Abstract] | |||
Unrecognized tax benefits, including interest and penalties | 50,451,000 | 42,280,000 | |
Obligations for severance compensation | 2,664,000 | 3,036,000 | |
Contingent consideration - long-term portion | 10,615,000 | 7,448,000 | |
Other | 16,488,000 | 10,693,000 | |
Total other liabilities | 80,218,000 | 63,457,000 | |
Other income (expense), net: | |||
Foreign currency (losses) gains, net | -13,402,000 | -6,057,000 | 960,000 |
Gains (losses) on derivative financial instruments, net | 3,986,000 | 345,000 | -399,000 |
Derecognition of indemnification asset related to CTI Merger | 0 | -12,874,000 | 0 |
Other, net | -155,000 | -1,689,000 | -1,847,000 |
Total other expense, net | -9,571,000 | -20,275,000 | -1,286,000 |
Supplemental information regarding consolidated cash flows | |||
Cash paid for interest | 29,296,000 | 24,444,000 | 27,497,000 |
Cash payments (refunds) of income taxes, net | 15,362,000 | -1,748,000 | 18,161,000 |
Non-cash investing and financing transactions: | |||
Accrued but unpaid purchases of property and equipment | 4,258,000 | 1,161,000 | 1,058,000 |
Inventory transfers to property and equipment | 630,000 | 757,000 | 566,000 |
Liabilities for contingent consideration in business combinations | 8,347,000 | 11,907,000 | 0 |
Purchases under supplier financing arrangements, including capital leases | 634,000 | 637,000 | 0 |
Leasehold improvements funded by lease incentive | 2,242,000 | 0 | 5,042,000 |
Noncash net assets acquired in CTI Merger | 0 | 3,727,000 | 0 |
Land and buildings | |||
Property, Plant and Equipment | |||
Property and Equipment, gross | 10,932,000 | 3,781,000 | |
Leasehold Improvements | |||
Property, Plant and Equipment | |||
Property and Equipment, gross | 25,747,000 | 19,438,000 | |
Software | |||
Property, Plant and Equipment | |||
Property and Equipment, gross | 38,305,000 | 32,542,000 | |
Equipment, Furniture and Other | |||
Property, Plant and Equipment | |||
Property and Equipment, gross | $76,839,000 | $62,126,000 |
STOCKHOLDERS_EQUITY_STOCKHOLDE
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY - ISSUANCE OF COMMON STOCK (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jun. 18, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jun. 18, 2014 | |
Equity [Abstract] | |||||
Common stock issued in public offering (in shares) | 5,750,000 | ||||
Shares Issued, Price Per Share | $47.75 | ||||
Proceeds from public issuance of common stock | $265,600,000 | $274,563,000 | $0 | $0 | |
Payments of Stock Issuance Costs | $700,000 |
STOCKHOLDERS_EQUITY_TREASURY_S
STOCKHOLDERS' EQUITY - TREASURY STOCK (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2013 | Jan. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||
Treasury stock, (in shares) | 348,000 | 302,000 | |
Treasury stock, cost | ($10,251,000) | ($8,013,000) | |
Number of shares of common stock repurchased (in shares) | 46,000 | 18,000 | |
Cost of shares of common stock repurchased | $2,200,000 | $500,000 |
STOCKHOLDERS_EQUITY_STOCKHOLDE1
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY - SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Activity in Accumulated Other Comprehensive Loss | |||
Accumulated other comprehensive income (loss) - beginning balance | ($39,725) | ($44,225) | |
Other comprehensive income (loss) before reclassifications | -56,168 | 9,524 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,558 | -5,024 | 718 |
Net other comprehensive (loss) income, current period | -54,610 | 4,500 | |
Accumulated other comprehensive income (loss) - ending balance | -94,335 | -39,725 | -44,225 |
Unrealized gains (losses) on derivative financial instruments designated as hedges | |||
Activity in Accumulated Other Comprehensive Loss | |||
Accumulated other comprehensive income (loss) - beginning balance | 1,485 | 2,447 | |
Other comprehensive income (loss) before reclassifications | -11,035 | 4,062 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,558 | -5,024 | |
Net other comprehensive (loss) income, current period | -9,477 | -962 | |
Accumulated other comprehensive income (loss) - ending balance | -7,992 | 1,485 | |
Unrealized gains on available-for-sale investments | |||
Activity in Accumulated Other Comprehensive Loss | |||
Accumulated other comprehensive income (loss) - beginning balance | 9 | 0 | |
Other comprehensive income (loss) before reclassifications | 92 | 9 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | 0 | |
Net other comprehensive (loss) income, current period | 92 | 9 | |
Accumulated other comprehensive income (loss) - ending balance | 101 | 9 | |
Foreign currency translation adjustments | |||
Activity in Accumulated Other Comprehensive Loss | |||
Accumulated other comprehensive income (loss) - beginning balance | -41,219 | -46,672 | |
Other comprehensive income (loss) before reclassifications | -45,225 | 5,453 | |
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | 0 | |
Net other comprehensive (loss) income, current period | -45,225 | 5,453 | |
Accumulated other comprehensive income (loss) - ending balance | ($86,444) | ($41,219) |
STOCKHOLDERS_EQUITY_STOCKHOLDE2
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY - AMOUNTS RECLASSIFIED OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $1,857 | ($5,719) | $803 |
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Income Taxes | 299 | -695 | 85 |
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,558 | -5,024 | 718 |
Cost of revenue - product | |||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 190 | -478 | 73 |
Cost of revenue - service and support | |||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 159 | -494 | 83 |
Research and development, net | |||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 1,050 | -3,246 | 418 |
Selling, general and administrative | |||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $458 | ($1,501) | $229 |
CONVERTIBLE_PREFERRED_STOCK_De
CONVERTIBLE PREFERRED STOCK (Details) (Series A Preferred Stock [Member], USD $) | Jan. 31, 2014 | Jan. 31, 2013 | Feb. 04, 2013 | 25-May-07 |
In Millions, except Share data, unless otherwise specified | ||||
CONVERTIBLE PREFERRED STOCK | ||||
Preferred Stock, authorized (in shares) | 2,207,000 | 2,500,000 | ||
Comverse | ||||
CONVERTIBLE PREFERRED STOCK | ||||
Series A convertible preferred stock, issued (in shares) | 293,000 | |||
Aggregate purchase price | $293 | |||
Preferred Stock, Adjusted Dividend Rate, (as a percent) | 3.88% | |||
Cancellation of Preferred Stock - Reduction of Authorized Shares (in shares) | 293,000 |
RESEARCH_AND_DEVELOPMENT_NET_R1
RESEARCH AND DEVELOPMENT, NET RESEARCH AND DEVELOPMENT, NET - R&D EXPENSES AND GRANTS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Research and Development Expense [Abstract] | |||
Gross research and development expenses | $178.70 | $131.60 | $121.20 |
Grants from OCS recorded as a reduction in gross research and development expenses | 3.2 | 3.5 | 3.3 |
Reimbursements of other research and development expenses | $1.80 | $1.60 | $1.90 |
RESEARCH_AND_DEVELOPMENT_NET_R2
RESEARCH AND DEVELOPMENT, NET RESEARCH AND DEVELOPMENT, NET - CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Movement in Capitalized Computer Software, Net [Roll Forward] | ||||
Capitalized software development costs, net - beginning of the period | $8,483,000 | $6,343,000 | $5,846,000 | |
Software development costs capitalized during the year | 6,083,000 | 6,668,000 | 3,916,000 | |
Amortization of capitalized software development costs | -1,666,000 | -2,482,000 | -3,089,000 | |
Impairments, foreign currency translation and other | -2,788,000 | -2,046,000 | -330,000 | |
Capitalized software development costs, net - end of the period | 10,112,000 | 8,483,000 | 6,343,000 | |
Capitalized Computer Software, Impairments | ||||
Capitalized Computer Software, Impairments | $2,600,000 | $2,100,000 | $0 |
INCOME_TAXES_INCOME_TAXES_INCO
INCOME TAXES INCOME TAXES - INCOME BEFORE TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | ($53,877) | ($37,987) | ($11,292) |
Foreign | 75,280 | 101,302 | 79,056 |
Total income before (benefit) provision for income taxes | $21,403 | $63,315 | $67,764 |
INCOME_TAXES_INCOME_TAXES_PROV
INCOME TAXES INCOME TAXES - PROVISION FOR INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Current provision (benefit) for income taxes | |||
Federal | $342 | ($12,966) | $15 |
State | 1,575 | 664 | 523 |
Foreign | 30,415 | 14,288 | 8,094 |
Total current provision for income taxes | 32,332 | 1,986 | 8,632 |
Deferred (benefit) provision for income taxes | |||
Federal | -40,007 | 2,187 | 3,880 |
State | -2,610 | 493 | 226 |
Foreign | -4,714 | -127 | -3,778 |
Total deferred (benefit) provision for income taxes | -47,331 | 2,553 | 328 |
Total (benefit) provision for income taxes | ($14,999) | $4,539 | $8,960 |
INCOME_TAXES_INCOME_TAXES_EFFE
INCOME TAXES INCOME TAXES - EFFECTIVE TAX RATE RECONCILIATION (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Income Tax Holiday [Line Items] | |||
Effective Income Tax Rate Decrease Due to Tax Incentive (as a percent) | 64.00% | 22.70% | 43.00% |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
U.S. federal statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Income tax provision at the U.S. federal statutory rate | $7,489 | $22,160 | $23,717 |
State tax (benefit) provision | -1,739 | 982 | 1,055 |
Foreign tax rate differential | -9,650 | -15,756 | -12,471 |
Tax incentives | -14,865 | -14,390 | -29,171 |
Valuation allowances | -10,922 | 10,597 | 4,844 |
Stock-based and other compensation | 4,222 | 3,163 | 1,833 |
Non-deductible expenses | 2,156 | 4,969 | 1,329 |
Tax credits | -2,461 | -2,277 | -4,170 |
Tax contingencies | 9,891 | -5,102 | 17,546 |
U.S. tax effects of foreign operations | 1,451 | 1,197 | 3,854 |
Other, net | -571 | -1,004 | 594 |
Total (benefit) provision for income taxes | ($14,999) | $4,539 | $8,960 |
Effective income tax rate (as a percent) | -70.10% | 7.20% | 13.20% |
Israel | |||
Income Tax Holiday [Line Items] | |||
Exemption Period for Income Taxes Attributable to Approved Enterprise (in years) | 2 | ||
Israel | Minimum | |||
Income Tax Holiday [Line Items] | |||
Period of Reduced Income Tax Rate for Income Attributable to Approved Enterprise (in years) | 5 | ||
Reduced Income Tax Rate for Income Attributable to Approved Enterprise (as a percent) | 10.00% | ||
Israel | Maximum | |||
Income Tax Holiday [Line Items] | |||
Period of Reduced Income Tax Rate for Income Attributable to Approved Enterprise (in years) | 8 | ||
Reduced Income Tax Rate for Income Attributable to Approved Enterprise (as a percent) | 25.00% |
INCOME_TAXES_INCOME_TAXES_DEFE
INCOME TAXES INCOME TAXES - DEFERRED INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Liability Not Recognized Undistributed Foreign Earnings | $398,700,000 | |
Components of Deferred Tax Assets [Abstract] | ||
Accrued expenses | 5,876,000 | 6,800,000 |
Deferred revenue | 10,058,000 | 12,387,000 |
Loss carryforwards | 153,351,000 | 137,565,000 |
Tax credits | 9,290,000 | 8,795,000 |
Stock-based and other compensation | 16,609,000 | 15,060,000 |
Capitalized research and development expenses | 4,883,000 | 3,914,000 |
Other, net | 1,745,000 | 910,000 |
Total deferred tax assets | 201,812,000 | 185,431,000 |
Valuation allowance | -131,909,000 | -146,860,000 |
Components of Deferred Tax Liabilities [Abstract] | ||
Goodwill and other intangible assets | -62,815,000 | -32,134,000 |
Unremitted earnings of foreign subsidiaries | -15,817,000 | 0 |
Other, net | -2,089,000 | -1,484,000 |
Total deferred tax liabilities | 80,721,000 | 33,618,000 |
Deferred Tax Assets (Liabilities), Net [Abstract] | ||
Net deferred tax (liabilities) assets | -10,818,000 | 4,953,000 |
Current deferred tax assets | 11,176,000 | 9,002,000 |
Long-term deferred tax assets | 10,778,000 | 9,783,000 |
Current deferred tax liabilities | -2,108,000 | -474,000 |
Long-term deferred tax liabilities | ($30,664,000) | ($13,358,000) |
INCOME_TAXES_INCOME_TAXES_CARR
INCOME TAXES INCOME TAXES - CARRYFORWARDS (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Millions, unless otherwise specified | ||
Operating Loss Carryforwards [Line Items] | ||
Tax Credit Carryforward | $18.10 | $14.40 |
Tax Credit Carryforward Amount Indefinite Carryforward | 2.7 | |
Tax Credit Carryforward Amount Subject to Expiration | 15.4 | |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 656.5 | 631.2 |
State and Local Jurisdictions | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 247.5 | 211.3 |
Foreign Countries | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 61.8 | 51.9 |
Operating Loss Carry Forwards Subject to Expiration | $5.30 |
INCOME_TAXES_INCOME_TAXES_VALU
INCOME TAXES INCOME TAXES - VALUATION ALLOWANCES (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Windfall Tax Benefits Included in Provision for Income Taxes | $0 | $0 | $0 | |
Change in valuation allowance | 45,200,000 | 15,000,000 | ||
Recorded valuation allowance | ||||
Balance at beginning of year | -1,187,000 | -1,187,000 | -1,775,000 | -2,929,000 |
(Benefit) provision for income taxes | -423,000 | -1,100,000 | -250,000 | |
Cumulative translation adjustment | 50,000 | -12,000 | -116,000 | |
Balance at end of year | -1,099,000 | -1,187,000 | -1,775,000 | |
Valuation Allowance of Deferred Tax Assets [Member] | ||||
Recorded valuation allowance | ||||
Balance at beginning of year | -146,860,000 | -146,860,000 | -104,757,000 | |
(Benefit) provision for income taxes | 10,922,000 | -10,597,000 | ||
Additional paid-in capital | 6,913,000 | 75,000 | ||
Acquisitions | -3,473,000 | -30,268,000 | ||
Cumulative translation adjustment | 589,000 | -1,313,000 | ||
Balance at end of year | ($131,909,000) | ($146,860,000) |
INCOME_TAXES_INCOME_TAXES_UNRE
INCOME TAXES INCOME TAXES - UNRECOGNIZED TAX BENEFITS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Changes in the balance of gross unrecognized tax benefits | |||
Gross unrecognized tax benefits, beginning of year | $145,408,000 | $55,412,000 | $36,377,000 |
Increases related to tax positions taken during the current year | 15,522,000 | 11,013,000 | 8,909,000 |
Increases as a result of acquisitions | 4,744,000 | 83,523,000 | 0 |
Increases related to tax positions taken during prior years | 1,927,000 | 0 | 15,575,000 |
Increases (decreases) related to foreign currency exchange rate | -3,900,000 | 1,255,000 | -375,000 |
Reductions for tax positions of prior years | -3,440,000 | -4,491,000 | -3,602,000 |
Lapses of statutes of limitation | -613,000 | -1,304,000 | -1,472,000 |
Gross unrecognized tax benefits, end of year | 159,648,000 | 145,408,000 | 55,412,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 153,100,000 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 1,900,000 | 10,500,000 | 600,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 10,900,000 | 8,700,000 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $4,700,000 |
FAIR_VALUE_MEASUREMENTS_FAIR_V
FAIR VALUE MEASUREMENTS - FAIR VALUE TABLE (Details) (Recurring, USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Thousands, unless otherwise specified | ||
Level 1 | ||
Assets: | ||
Money market funds | $183 | $14,023 |
Commercial Paper (with remaining maturities of 90 days or less at time of purchase, classified within cash and cash equivalents) | 0 | 0 |
Short-term investments, classified as available-for-sale | 0 | 0 |
Foreign currency forward contracts | 0 | 0 |
Total assets | 183 | 14,023 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Contingent consideration- business combinations | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
Commercial Paper (with remaining maturities of 90 days or less at time of purchase, classified within cash and cash equivalents) | 2,999 | 49,991 |
Short-term investments, classified as available-for-sale | 13,842 | 9,406 |
Foreign currency forward contracts | 763 | 2,466 |
Total assets | 17,604 | 61,863 |
Liabilities: | ||
Foreign currency forward contracts | 9,540 | 846 |
Contingent consideration- business combinations | 0 | 0 |
Total liabilities | 9,540 | 846 |
Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
Commercial Paper (with remaining maturities of 90 days or less at time of purchase, classified within cash and cash equivalents) | 0 | 0 |
Short-term investments, classified as available-for-sale | 0 | 0 |
Foreign currency forward contracts | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Contingent consideration- business combinations | 14,507 | 17,307 |
Total liabilities | $14,507 | $17,307 |
FAIR_VALUE_MEASUREMENTS_CONTIN
FAIR VALUE MEASUREMENTS - CONTINGENT CONSIDERATION TABLE (Details) (Liability for contingent consideration, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | ||
Fair value measurement at the beginning of the period | $17,307 | $25,041 |
Contingent consideration liabilities recorded for business combinations | 8,347 | 11,907 |
Changes in fair values, recorded in operating expenses | 900 | -2,588 |
Payments of contingent consideration | -11,974 | -17,094 |
Foreign currency translation and other | -73 | 41 |
Fair value measurement at the end of the period | $14,507 | $17,307 |
Minimum | ||
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | ||
Discount rates (as a percent) | 2.00% | 1.10% |
Maximum | ||
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | ||
Discount rates (as a percent) | 41.70% | 27.00% |
FAIR_VALUE_MEASUREMENTS_OTHER_
FAIR VALUE MEASUREMENTS - OTHER FAIR VALUE DISCLOSURES (Details) (Estimate of Fair Value Measurement [Member], USD $) | Jan. 31, 2015 | Jan. 31, 2014 |
In Millions, unless otherwise specified | ||
Level 3 | Term loans | ||
Other Financial Instruments | ||
Long-term debt | $409 | $647 |
Level 2 | 1.50% Convertible Senior Notes | ||
Other Financial Instruments | ||
Convertible Debt, Fair Value Disclosures | $427 |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS - ASSETS AND LIABILITIES (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Derivative designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Assets, Fair Value | $164,000 | $2,245,000 |
Liabilities, Fair Value | 9,194,000 | 769,000 |
Derivative not designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Assets, Fair Value | 599,000 | 221,000 |
Liabilities, Fair Value | 345,000 | 77,000 |
Foreign currency forward contracts | ||
Fair Values of Derivative Financial Instruments | ||
Term to maturity of derivative contracts is generally less than this period (in months) | 12 months | |
Notional amounts of derivative financial instruments | 156,800,000 | 127,600,000 |
Foreign currency forward contracts | Derivative designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Assets, Fair Value | 164,000 | 2,245,000 |
Liabilities, Fair Value | 9,194,000 | 769,000 |
Foreign currency forward contracts | Derivative not designated as hedging instruments | ||
Fair Values of Derivative Financial Instruments | ||
Assets, Fair Value | 599,000 | 221,000 |
Liabilities, Fair Value | $345,000 | $77,000 |
DERIVATIVE_FINANCIAL_INSTRUMEN3
DERIVATIVE FINANCIAL INSTRUMENTS - GAINS AND LOSSES (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net (Losses) Gains Reclassified from Other Comprehensive Loss into the Consolidated | $1,857,000 | ($5,719,000) | $803,000 |
Foreign currency forward contracts | Derivative designated as hedging instruments | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Foreign currency forward contracts underlying net losses recorded in accumulated other comprehensive loss expected to be reclassified into earnings within the next twelve months | 8,000,000 | ||
Foreign currency forward contracts | Derivative not designated as hedging instruments | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
(Losses) recognized | -399,000 | ||
Gains recognized | 3,986,000 | 346,000 | |
Foreign currency forward contracts | Cash flow hedging | Derivative designated as hedging instruments | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net (Losses) Gains Recognized in Accumulated Other Comprehensive Loss | -7,992,000 | 1,485,000 | |
Net (Losses) Gains Reclassified from Other Comprehensive Loss into the Consolidated | -1,857,000 | 5,719,000 | -803,000 |
Gains (losses) from ineffectiveness | $0 | $0 | $0 |
STOCKBASED_COMPENSATION_AND_OT2
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - PLAN DETAILS (Details) | 12 Months Ended |
Jan. 31, 2015 | |
Stock-Based Compensation Plans | |
Number of Shares Reserved for Grants (in shares) | |
Number of Shares Outstanding (in shares) | 2,554,000 |
Number of Shares Available for Grants (in shares) | 5,149,000 |
Performance based RSU's | |
Stock-Based Compensation Plans | |
Performance awards for which performance criteria has not yet been established | 100,000 |
The 2004 Plan | |
Stock-Based Compensation Plans | |
Number of Shares Reserved for Grants (in shares) | 3,000,000 |
Number of Shares Outstanding (in shares) | 41,000 |
Number of Shares Available for Grants (in shares) | 0 |
The 2010 Plan | |
Stock-Based Compensation Plans | |
Number of Shares Reserved for Grants (in shares) | 8,700,000 |
Number of Shares Outstanding (in shares) | 2,260,000 |
Number of Shares Available for Grants (in shares) | 2,714,000 |
The CTI Plan | |
Stock-Based Compensation Plans | |
Number of Shares Reserved for Grants (in shares) | 2,700,000 |
Number of Shares Outstanding (in shares) | 250,000 |
Number of Shares Available for Grants (in shares) | 2,435,000 |
The Vovici Plan | |
Stock-Based Compensation Plans | |
Number of Shares Reserved for Grants (in shares) | 317,000 |
Number of Shares Outstanding (in shares) | 3,000 |
Number of Shares Available for Grants (in shares) | 0 |
Shares excluded from Vovici Plan (in shares) | 300,000 |
STOCKBASED_COMPENSATION_AND_OT3
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - STOCK-BASED COMPENSATION - BY LINE ITEM (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | $54,458 | $34,991 | $25,208 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 12,364 | 8,171 | 6,456 |
Allocated Share-based Compensation Expense, Net of Tax | 42,094 | 26,820 | 18,752 |
Cost of revenue - product | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | 1,228 | 759 | 771 |
Cost of revenue - service and support | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | 5,028 | 1,678 | 2,086 |
Research and development, net | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | 6,421 | 3,417 | 2,636 |
Selling, general and administrative | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | $41,781 | $29,137 | $19,715 |
STOCKBASED_COMPENSATION_AND_OT4
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - STOCK-BASED COMPENSATION - BY TYPE (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | $54,458 | $34,991 | $25,208 |
Restricted stock units and restricted stock awards | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | 46,634 | 30,115 | 20,425 |
Stock options | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | 15 | 176 | 289 |
Phantom stock units | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | 129 | 128 | 516 |
Stock Bonus Program | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | $7,680 | $4,572 | $3,978 |
STOCKBASED_COMPENSATION_AND_OT5
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - STOCK-BASED COMPENSATION - BY CLASSIFICATION (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Stock-based compensation expense | |||
Allocated Share-based Compensation Expense | $54,458,000 | $34,991,000 | $25,208,000 |
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | 300,000 | 0 | 0 |
Equity-classified awards | |||
Stock-based compensation expense | |||
Allocated Share-based Compensation Expense | 46,963,000 | 30,471,000 | 20,174,000 |
Total equity-settled awards | |||
Stock-based compensation expense | |||
Allocated Share-based Compensation Expense | 46,312,000 | 30,173,000 | 21,004,000 |
Other liability-classified awards | |||
Stock-based compensation expense | |||
Allocated Share-based Compensation Expense | 8,146,000 | 4,818,000 | 4,204,000 |
Stock Bonus Program | |||
Stock-based compensation expense | |||
Allocated Share-based Compensation Expense | 7,680,000 | 4,572,000 | 3,978,000 |
Stock Bonus Program | Equity-classified awards | |||
Stock-based compensation expense | |||
Allocated Share-based Compensation Expense | ($651,000) | ($298,000) | $830,000 |
STOCKBASED_COMPENSATION_AND_OT6
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - STOCK OPTIONS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Stock option activity | |||
Beginning balance (in shares) | 516,000 | 924,000 | 1,114,000 |
Exercised (in shares) | -505,000 | -384,000 | -121,000 |
Forfeited (in shares) | 0 | -8,000 | -23,000 |
Expired (in shares) | -2,000 | -16,000 | -46,000 |
Ending balance (in shares) | 9,000 | 516,000 | 924,000 |
Stock options exercisable (in shares) | 9,000 | 515,000 | 907,000 |
Weighted-Average Exercise Price | |||
Beginning balance (in dollars per share) | $34.60 | $31.88 | $30.40 |
Exercised (in dollars per share) | $34.71 | $28.61 | $18.35 |
Forfeited (in dollars per share) | $0 | $8.71 | $30.07 |
Expired (in dollars per share) | $32.13 | $35.27 | $32.73 |
Ending balance (in dollars per share) | $28.74 | $34.60 | $31.88 |
Stock options exercisable (in dollars per share) | $28.74 | $34.64 | $32.32 |
Additional disclosures | |||
Aggregate intrinsic value for the options vested and exercisable | $200,000 | ||
Weighted-average remaining contractual life of options vested and exercisable (in years) | 2 years 1 month 5 days | ||
Options vested and expected to vest (in shares) | 0 | ||
Weighted-average exercise price of options vested and expected to vest (in dollars per share) | $28.74 | ||
Aggregate intrinsic value of options vested and expected to vest | 200,000 | ||
Weighted-average remaining contractual life of options vested and expected to vest (in years) | 2 years 1 month 5 days | ||
Unrecognized compensation expense for options expected to vest | $0 | ||
Weighted-Average Remaining Contractual Term (in years) | 2 years 1 month 5 days |
STOCKBASED_COMPENSATION_AND_OT7
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - STOCK OPTIONS SUPPLEMENTAIL DISCLOSURES (Details) (Stock options, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Stock options | |||
Stock-Based Compensation Plans | |||
Intrinsic value of options exercised | $8,759 | $3,817 | $1,450 |
Cash received from the exercise of stock options | 17,606 | 10,896 | 2,605 |
Tax benefits realized from stock options exercised | 2,306 | 780 | 339 |
Fair value of options vested | $178 | $10,524 | $17,832 |
STOCKBASED_COMPENSATION_AND_OT8
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - RESTRICTED STOCK UNITS (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Restricted stock units and restricted stock awards | |||
Summary of award activity | |||
Beginning balance (in shares) | 2,250,000 | 1,536,000 | 1,450,000 |
Granted (in shares) | 1,504,000 | 1,533,000 | 1,141,000 |
Released (in shares) | -1,009,000 | -720,000 | -959,000 |
Forfeited (in shares) | -200,000 | -99,000 | -96,000 |
Ending balance (in shares) | 2,545,000 | 2,250,000 | 1,536,000 |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $33.77 | $31.42 | $30.25 |
Granted (in dollars per share) | $46.11 | $34.84 | $29.53 |
Released (in dollars per share) | $33.11 | $31.63 | $27.30 |
Forfeited (in dollars per share) | $38.46 | $31.87 | $32.59 |
Ending balance (in dollars per share) | $40.96 | $33.77 | $31.42 |
Performance based RSU's | |||
Summary of award activity | |||
Granted (in shares) | 300,000 | 500,000 | 100,000 |
Released (in shares) | -200,000 | -100,000 | -200,000 |
Ending balance (in shares) | 500,000 | ||
RSUs | |||
Additional disclosures | |||
Restricted stock units expected to vest | 2,400,000 | ||
Unrecognized compensation expense | $58.80 | ||
Remaining weighted-average vesting period over which expense is expected to be recognized (in years) | 1 year 6 months | ||
Total fair value of units vested | $33.40 | $24.90 | $29.10 |
STOCKBASED_COMPENSATION_AND_OT9
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - PHANTOM STOCK (Details) (Phantom stock units, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2013 |
Phantom stock units | |
Stock-Based Compensation Plans | |
Total cash payments made upon vesting of stock units | $2.30 |
Recovered_Sheet4
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - STOCK BONUS PROGRAM (Details) (Stock Bonus Program, USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Stock Bonus Program | ||||
Stock-Based Compensation Plans | ||||
Vesting period for executive officers (in years) | 1 year | |||
Trailing period of average price of common stock to determine the number of shares to be issued (in days) | 5 days | |||
Stock Bonus Program, Number of Shares Authorized | 125,000 | 125,000 | 150,000 | 150,000 |
Discount from market price (as a percent) | 15.00% | 15.00% | 15.00% | 15.00% |
Shares in lieu of cash bonus - granted and released | 82,000 | 69,000 | 116,000 | |
Shares granted in respect of discount | 12,000 | 12,000 | 28,000 | |
Shares released in respect of discount | 9,000 | 12,000 | 28,000 | |
Total accrued liability | $3.40 | $4.90 |
Recovered_Sheet5
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - BONUS SHARE PROGRAM (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | $54,458 | $34,991 | $25,208 |
Bonus Share Program | |||
Stock-Based Compensation Plans | |||
Allocated Share-based Compensation Expense | $4,700 |
Recovered_Sheet6
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - OTHER BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
M | |||
Y | |||
401(k) Plan and Other Retirement Plans | |||
Minimum age required to participate in 401(k) plan (in years) | 21 | ||
Minimum service period to participate in 401(k) plan (in months) | 3 | ||
Employee contribution limit (as a percentage of compensation) | 60.00% | ||
Company's matching contribution as percentage of employee's annual compensation (as a percentage of compensation) | 50.00% | ||
Defined Contribution Plan Employer Matching Contribution Per Employee Maximum Amount | $2,000 | ||
Matching contribution expense | 2,100,000 | 1,800,000 | 1,700,000 |
Liability for Severance Pay | |||
Severance expenses | $6,800,000 | $5,800,000 | $4,900,000 |
MERGER_WITH_CTI_MERGER_WITH_CT
MERGER WITH CTI MERGER WITH CTI - EXCHANGE OF SHARES (Details) | Jan. 31, 2015 | Jan. 31, 2014 | Feb. 04, 2013 |
Merger with CTI | |||
CTI common stock shares issued and outstanding (in shares) | 60,905,000 | 53,605,000 | |
CTI Merger | |||
Merger with CTI | |||
Number of common stock shares issued to CTI shareholders in the Merger (in shares) | 28,600,000 | ||
CTI common stock shares issued and outstanding (in shares) | 220,000,000 | ||
Shares of Common Stock Held by Majority Shareholder (in shares) | 16,300,000 |
MERGER_WITH_CTI_MERGER_WITH_CT1
MERGER WITH CTI MERGER WITH CTI - OTHER DISCLOSURES (Details) (USD $) | 12 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Feb. 04, 2013 | |
Business Acquisition | ||||
Beneficial ownership position held by parent (as a percent) | 53.50% | |||
Amount in escrow account to support indemnification claims | $0 | |||
CTI Merger | ||||
Business Acquisition | ||||
Business Combination, Acquisition Related Costs | 0 | 0 | 16,100,000 | |
Indemnification Obligations | 25,000,000 | |||
Amount in escrow account to support indemnification claims | $25,000,000 |
MERGER_WITH_CTI_MERGER_WITH_CT2
MERGER WITH CTI MERGER WITH CTI - CONSOLIDATED FINANCIAL STATEMENT IMPACT (Details) (USD $) | Feb. 04, 2013 |
In Millions, unless otherwise specified | |
Series A Preferred Stock [Member] | |
Business Acquisition | |
Temporary Equity, Carrying Amount, Attributable to Parent | $285.50 |
CTI Merger | |
Business Acquisition | |
CTI's net assets at closing | 14.1 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, CTI Merger | $15.80 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Beneficial ownership position held by parent (as a percent) | 53.50% | ||
Corporate Joint Venture | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | $500,000 | $500,000 | $500,000 |
Related Party Transaction, Revenues from Transactions with Related Party | 0 | 200,000 | 300,000 |
Comverse | |||
Related Party Transaction [Line Items] | |||
Payments for I.T. Licenses | 300,000 | ||
Payments to Related Parties | 1,600,000 | ||
Related Party Transaction, Expenses from Transactions with Related Party | $0 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES - RENT EXPENSE; PURCHASE OBLIGATIONS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
M | |||
Operating Leases, Rent Expense, Net [Abstract] | |||
Rent expenses incurred under all operating leases | $17.20 | $15 | $16 |
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | 2.5 | ||
Minimum Annual Sublease Rental Income | 0.1 | ||
Maximum Annual Sublease Rental Income | 1.1 | ||
Unconditional Purchase Obligations (Excluding Capital Stock Redemptions) [Abstract] | |||
Unconditional purchase obligation | 57.5 | ||
Unconditional purchase obligation, subsequent fulfillment period (in months) | 12 | ||
Concentration Risks, Types, No Concentration Percentage [Abstract] | |||
Outstanding letters of credit and surety bonds | $87.90 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES - LEASE COMMITMENTS (Details) (USD $) | Jan. 31, 2015 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2016 | $15,383 |
2017 | 12,550 |
2018 | 10,179 |
2019 | 8,564 |
2020 | 6,453 |
2021 and thereafter | 31,953 |
Operating Leases, Future Minimum Payments Due | $85,082 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES - MELVILLE LEASE (Details) (USD $) | Jan. 31, 2015 | Feb. 13, 2015 |
In Thousands, unless otherwise specified | ||
Subsequent Event | ||
Operating Leases, Future Minimum Payments Due | $85,082 | |
Melville, New York | ||
Subsequent Event | ||
Operating Leases, Future Minimum Payments Due | $18,800 |
COMMITMENTS_AND_CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES - WARRANTY OBLIGATIONS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Product Liability Contingency | |||
Warranty liability, beginning of year | $706 | $1,045 | $2,015 |
Provision credited against expenses | -60 | -337 | -780 |
Warranty charges | 0 | 0 | -188 |
Foreign currency translation and other | -13 | -2 | -2 |
Warranty liability, end of year | $633 | $706 | $1,045 |
Enterprise Intelligence | Hardware | |||
Product Liability Contingency | |||
Warranty period (in days/years) | 1 year | ||
Enterprise Intelligence | Software | |||
Product Liability Contingency | |||
Warranty period (in days/years) | 90 days | ||
Communications Intelligence | Minimum | |||
Product Liability Contingency | |||
Warranty period (in days/years) | 90 days | ||
Communications Intelligence | Maximum | |||
Product Liability Contingency | |||
Warranty period (in days/years) | 3 years | ||
Video Intelligence | Minimum | |||
Product Liability Contingency | |||
Warranty period (in days/years) | 90 days | ||
Video Intelligence | Maximum | |||
Product Liability Contingency | |||
Warranty period (in days/years) | 3 years |
COMMITMENTS_AND_CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES - LITIGATION (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2015 |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Loss Contingency, Damages Sought, Value | $150 |
SEGMENT_GEOGRAPHIC_AND_SIGNIFI2
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - SEGMENT OPERATING RESULTS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Revenue: | |||||||||||
Revenue | $311,653 | $282,574 | $276,816 | $257,393 | $255,745 | $224,314 | $222,447 | $204,786 | $1,128,436 | $907,292 | $839,542 |
Total revenue | 311,653 | 282,574 | 276,816 | 257,393 | 255,745 | 224,314 | 222,447 | 204,786 | 1,128,436 | 907,292 | 839,542 |
Reconciliation of segment contribution to operating income | |||||||||||
Amortization of acquired intangible assets | 76,200 | 36,900 | 39,300 | ||||||||
Allocated Share-based Compensation Expense | 54,458 | 34,991 | 25,208 | ||||||||
Total operating expenses | 634,177 | 478,586 | 457,985 | ||||||||
Operating income | 79,111 | 122,286 | 99,553 | ||||||||
Other expense, net | -57,708 | -58,971 | -31,789 | ||||||||
Income before (benefit) provision for income taxes | 23,279 | 16,239 | -4,846 | -13,269 | 16,824 | 30,011 | 21,314 | -4,834 | 21,403 | 63,315 | 67,764 |
Enterprise Intelligence | |||||||||||
Revenue: | |||||||||||
Revenue | 658,671 | 498,901 | 490,478 | ||||||||
Total revenue | 658,671 | 498,901 | 490,478 | ||||||||
Reconciliation of segment contribution to operating income | |||||||||||
Operating income | 276,754 | 215,368 | 216,941 | ||||||||
Enterprise Intelligence | Segment Contribution | |||||||||||
Revenue: | |||||||||||
Revenue | 687,703 | 500,847 | 494,967 | ||||||||
Total revenue | 687,703 | 500,847 | 494,967 | ||||||||
Enterprise Intelligence | Unallocated | |||||||||||
Revenue: | |||||||||||
Revenue adjustments | -29,032 | -1,946 | -4,489 | ||||||||
Communications Intelligence | |||||||||||
Revenue: | |||||||||||
Revenue | 359,395 | 288,003 | 229,607 | ||||||||
Total revenue | 359,395 | 288,003 | 229,607 | ||||||||
Reconciliation of segment contribution to operating income | |||||||||||
Operating income | 115,509 | 90,658 | 67,168 | ||||||||
Communications Intelligence | Segment Contribution | |||||||||||
Revenue: | |||||||||||
Revenue | 360,090 | 288,619 | 231,719 | ||||||||
Total revenue | 360,090 | 288,619 | 231,719 | ||||||||
Communications Intelligence | Unallocated | |||||||||||
Revenue: | |||||||||||
Revenue adjustments | -695 | -616 | -2,112 | ||||||||
Video Intelligence | |||||||||||
Revenue: | |||||||||||
Revenue | 110,370 | 120,388 | 119,457 | ||||||||
Total revenue | 110,370 | 120,388 | 119,457 | ||||||||
Reconciliation of segment contribution to operating income | |||||||||||
Operating income | 27,527 | 28,986 | 27,407 | ||||||||
Video Intelligence | Segment Contribution | |||||||||||
Revenue: | |||||||||||
Revenue | 110,370 | 120,555 | 121,390 | ||||||||
Total revenue | 110,370 | 120,555 | 121,390 | ||||||||
Video Intelligence | Unallocated | |||||||||||
Revenue: | |||||||||||
Revenue adjustments | 0 | -167 | -1,933 | ||||||||
Segment Contribution | |||||||||||
Reconciliation of segment contribution to operating income | |||||||||||
Operating income | 419,790 | 335,012 | 311,516 | ||||||||
Unallocated | |||||||||||
Reconciliation of segment contribution to operating income | |||||||||||
Amortization of acquired intangible assets | 76,167 | 36,931 | 39,254 | ||||||||
Allocated Share-based Compensation Expense | 54,458 | 34,991 | 25,208 | ||||||||
Other unallocated expenses | 210,054 | 140,804 | 147,501 | ||||||||
Total operating expenses | $340,679 | $212,726 | $211,963 |
SEGMENT_GEOGRAPHIC_AND_SIGNIFI3
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - REVENUE BY GEOGRAPHY (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | $311,653 | $282,574 | $276,816 | $257,393 | $255,745 | $224,314 | $222,447 | $204,786 | $1,128,436 | $907,292 | $839,542 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 430,565 | 374,518 | 387,927 | ||||||||
Other Americas Region | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 157,992 | 133,531 | 72,089 | ||||||||
Americas | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 588,557 | 508,049 | 460,016 | ||||||||
EMEA | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 347,056 | 185,151 | 201,727 | ||||||||
APAC | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | $192,823 | $214,092 | $177,799 |
SEGMENT_GEOGRAPHIC_AND_SIGNIFI4
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - LONG-LIVED ASSETS (Details) (USD $) | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | |||
Revenues from External Customers and Long-Lived Assets | |||
Disclosure on Geographic Areas, Long-Lived Assets | $62,490 | $40,145 | $38,161 |
United States | |||
Revenues from External Customers and Long-Lived Assets | |||
Disclosure on Geographic Areas, Long-Lived Assets | 24,966 | 18,921 | 20,607 |
Israel | |||
Revenues from External Customers and Long-Lived Assets | |||
Disclosure on Geographic Areas, Long-Lived Assets | 20,064 | 14,320 | 11,025 |
Other Countries | |||
Revenues from External Customers and Long-Lived Assets | |||
Disclosure on Geographic Areas, Long-Lived Assets | $17,460 | $6,904 | $6,529 |
SEGMENT_GEOGRAPHIC_AND_SIGNIFI5
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - MAJOR CUSTOMERS (Details) | 12 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2013 | Jan. 31, 2014 | |
Revenue, Major Customer | |||
Threshold for Disclosure Percentage | 10.00% | ||
Entity-Wide Revenue, Major Customer, Percentage | 0.00% | 0.00% | |
Communications Intelligence | |||
Revenue, Major Customer | |||
Entity-Wide Revenue, Major Customer, Percentage | 10.00% |
SELECTED_QUARTERLY_FINANCIAL_I2
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - QUARTERLY DATA (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $311,653 | $282,574 | $276,816 | $257,393 | $255,745 | $224,314 | $222,447 | $204,786 | $1,128,436 | $907,292 | $839,542 |
Gross Profit | 202,986 | 181,471 | 174,261 | 154,570 | 167,397 | 152,157 | 149,840 | 131,478 | 713,288 | 600,872 | 557,538 |
(Loss) income before (benefit) provision for income taxes | 23,279 | 16,239 | -4,846 | -13,269 | 16,824 | 30,011 | 21,314 | -4,834 | 21,403 | 63,315 | 67,764 |
Net income (loss) | 6,490 | 11,473 | -10,380 | 28,819 | 24,154 | 24,054 | 18,505 | -7,937 | 36,402 | 58,776 | 58,804 |
Net income (loss) attributable to Verint Systems Inc. | 4,583 | 10,670 | -12,278 | 27,956 | 22,887 | 22,487 | 17,536 | -9,153 | 30,931 | 53,757 | 54,002 |
Net income (loss) attributable to Verint Systems Inc. for basic net income (loss) per common share | 4,583 | 10,670 | -12,278 | 27,956 | 22,887 | 22,487 | 17,536 | -9,327 | 30,931 | 53,583 | 38,530 |
Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share | $4,583 | $10,670 | ($12,278) | $27,956 | $22,887 | $22,487 | $17,536 | ($9,327) | $30,931 | $53,583 | $38,530 |
Basic (in dollars per share) | $0.08 | $0.18 | ($0.21) | $0.52 | $0.43 | $0.42 | $0.33 | ($0.18) | $0.53 | $1.01 | $0.97 |
Diluted (in dollars per share) | $0.07 | $0.17 | ($0.21) | $0.51 | $0.42 | $0.42 | $0.33 | ($0.18) | $0.52 | $0.99 | $0.96 |
SELECTED_QUARTERLY_FINANCIAL_I3
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - EXPLANATORY INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Jul. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Quarterly Financial Information Explanatory Details [Abstract] | ||||||
Change in valuation allowance | $45,200,000 | $15,000,000 | ||||
Losses on early retirements of debt | ($5,500,000) | ($7,100,000) | ($9,700,000) | $12,546,000 | $9,879,000 | $0 |