Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Mar. 15, 2024 | Jul. 31, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2024 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34807 | ||
Entity Registrant Name | Verint Systems Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-3200514 | ||
Entity Address, Address Line One | 175 Broadhollow Road | ||
Entity Address, City or Town | Melville, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11747 | ||
City Area Code | (631) | ||
Local Phone Number | 962-9600 | ||
Title of 12(b) Security | Common Stock, $.001 par value per share | ||
Trading Symbol | VRNT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,294,561 | ||
Entity Common Stock, Shares Outstanding | 62,376,546 | ||
Documents Incorporated by Reference | The information required by Part III of this report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2024, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001166388 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jan. 31, 2024 | |
Audit Information [Abstract] | |
Auditor Location | New York, New York |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 241,400 | $ 282,099 |
Short-term investments | 686 | 697 |
Accounts receivable, net of allowance for credit losses of $1.2 million and $1.3 million, respectively | 190,461 | 188,414 |
Contract assets, net | 66,913 | 60,444 |
Inventories | 14,209 | 12,628 |
Prepaid expenses and other current assets | 59,505 | 75,374 |
Total current assets | 573,174 | 619,656 |
Property and equipment, net | 47,704 | 64,810 |
Operating lease right-of-use assets | 30,118 | 37,649 |
Goodwill | 1,352,715 | 1,347,213 |
Intangible assets, net | 57,466 | 85,272 |
Long-term deferred income taxes | 25,697 | 10,719 |
Other assets | 139,550 | 148,282 |
Total assets | 2,226,424 | 2,313,601 |
Current Liabilities: | ||
Accounts payable | 26,301 | 43,631 |
Accrued expenses and other current liabilities | 137,433 | 155,944 |
Contract liabilities | 254,437 | 271,476 |
Total current liabilities | 418,171 | 471,051 |
Long-term debt | 410,965 | 408,908 |
Long-term contract liabilities | 10,581 | 18,047 |
Operating lease liabilities | 32,100 | 40,744 |
Long-term deferred income taxes | 9,555 | 11,749 |
Other liabilities | 76,065 | 68,632 |
Total liabilities | 957,437 | 1,019,131 |
Commitments and Contingencies | ||
Temporary Equity: | ||
Total temporary equity | 436,321 | 436,321 |
Stockholders' Equity: | ||
Common stock — $0.001 par value; authorized 240,000,000 shares; issued 62,738,000 and 65,404,000; outstanding 62,738,000 and 65,404,000 shares at January 31, 2024 and 2023, respectively. | 63 | 65 |
Additional paid-in capital | 979,671 | 1,055,157 |
Accumulated deficit | (6,723) | (45,333) |
Accumulated other comprehensive loss | (142,962) | (154,099) |
Total Verint Systems Inc. stockholders' equity | 830,049 | 855,790 |
Noncontrolling interests | 2,617 | 2,359 |
Total stockholders' equity | 832,666 | 858,149 |
Total liabilities, temporary equity, and stockholders' equity | 2,226,424 | 2,313,601 |
Series A Preferred Stock | ||
Temporary Equity: | ||
Total temporary equity | 200,628 | 200,628 |
Series B Preferred Stock | ||
Temporary Equity: | ||
Total temporary equity | $ 235,693 | $ 235,693 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Allowance for credit losses | $ 1,200 | $ 1,300 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 2,207,000 | 2,207,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, issued (in shares) | 62,738,000 | 65,404,000 |
Common stock, outstanding (in shares) | 62,738,000 | 65,404,000 |
Series A Preferred Stock | ||
Preferred stock, issued (in shares) | 200,000 | 200,000 |
Preferred stock, outstanding (in shares) | 200,000 | 200,000 |
Preferred stock, liquidation preference value | $ 206,067 | $ 206,067 |
Preferred stock, redemption value | $ 206,067 | $ 206,067 |
Series B Preferred Stock | ||
Preferred stock, issued (in shares) | 200,000 | 200,000 |
Preferred stock, outstanding (in shares) | 200,000 | 200,000 |
Preferred stock, liquidation preference value | $ 206,067 | $ 206,067 |
Preferred stock, redemption value | $ 206,067 | $ 206,067 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Revenue: | |||
Total revenue | $ 910,387 | $ 902,245 | $ 874,509 |
Cost of revenue: | |||
Amortization of acquired technology | 7,134 | 13,191 | 17,777 |
Total cost of revenue | 277,112 | 295,068 | 298,572 |
Gross profit | 633,275 | 607,177 | 575,937 |
Operating expenses: | |||
Research and development, net | 133,804 | 130,644 | 123,291 |
Selling, general and administrative | 405,915 | 392,939 | 376,808 |
Amortization of other acquired intangible assets | 25,371 | 26,238 | 28,995 |
Total operating expenses | 565,090 | 549,821 | 529,094 |
Operating income | 68,185 | 57,356 | 46,843 |
Other income (expense), net: | |||
Interest income | 6,944 | 3,301 | 233 |
Interest expense | (10,334) | (7,877) | (10,325) |
Losses on early retirements of debt | 0 | 0 | (2,474) |
Other (expense) income, net | (3,523) | 1,982 | 5,227 |
Total other expense, net | (6,913) | (2,594) | (7,339) |
Income before provision for income taxes | 61,272 | 54,762 | 39,504 |
Provision for income taxes | 21,638 | 39,103 | 23,853 |
Net income | 39,634 | 15,659 | 15,651 |
Net income attributable to noncontrolling interests | 1,024 | 761 | 1,238 |
Net income attributable to Verint Systems Inc. | 38,610 | 14,898 | 14,413 |
Dividends on preferred stock | (20,800) | (20,800) | (18,922) |
Net income (loss) attributable to Verint Systems Inc. common shares | $ 17,810 | $ (5,902) | $ (4,509) |
Net income (loss) per common share attributable to Verint Systems Inc.: | |||
Basic (in dollars per share) | $ 0.28 | $ (0.09) | $ (0.07) |
Diluted (in dollars per share) | $ 0.28 | $ (0.09) | $ (0.07) |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 63,990 | 65,332 | 65,591 |
Diluted (in shares) | 64,318 | 65,332 | 65,591 |
Recurring | |||
Revenue: | |||
Total revenue | $ 699,248 | $ 685,537 | $ 633,129 |
Cost of revenue: | |||
Cost of revenue | 162,868 | 162,347 | 156,569 |
Nonrecurring | |||
Revenue: | |||
Total revenue | 211,139 | 216,708 | 241,380 |
Cost of revenue: | |||
Cost of revenue | $ 107,110 | $ 119,530 | $ 124,226 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 39,634 | $ 15,659 | $ 15,651 |
Other comprehensive income (loss), net of reclassification adjustments: | |||
Foreign currency translation adjustments | 10,909 | (35,545) | (11,668) |
Distribution of Cognyte Software Ltd. | 0 | 0 | 17,123 |
Net increase (decrease) from foreign exchange contracts designated as hedges | 277 | (47) | (147) |
Net increase from interest rate swap designated as a hedge | 0 | 0 | 1,014 |
Net increase from settlement of interest rate swap due to partial early retirement of Term Loan | 0 | 0 | 12,017 |
(Provision for) Benefit from income taxes on net increase (decrease) from foreign exchange contracts and interest rate swap designated as hedges | (49) | 8 | 24 |
Other comprehensive income (loss) | 11,137 | (35,584) | 18,363 |
Comprehensive income (loss) | 50,771 | (19,925) | 34,014 |
Comprehensive income attributable to noncontrolling interests | 1,024 | 761 | 1,238 |
Comprehensive income (loss) attributable to Verint Systems Inc. | $ 49,747 | $ (20,686) | $ 32,776 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total Verint Systems Inc. Stockholders’ Equity | Total Verint Systems Inc. Stockholders’ Equity Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Non-controlling Interests |
Beginning balances (in shares) at Jan. 31, 2021 | 65,773 | |||||||||||
Beginning balances at Jan. 31, 2021 | $ 1,282,564 | $ 1,430 | $ 1,267,437 | $ 1,430 | $ 70 | $ 1,726,166 | $ (43,445) | $ (208,124) | $ (113,797) | $ 44,875 | $ (136,878) | $ 15,127 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 15,651 | 14,413 | 14,413 | 1,238 | ||||||||
Other comprehensive income, excluding the distribution of Cognyte Software Ltd. | 1,240 | 1,240 | 1,240 | |||||||||
Other comprehensive (loss) income | 18,363 | |||||||||||
Distribution of Cognyte Software Ltd. | (277,412) | (264,542) | (281,665) | 17,123 | (12,870) | |||||||
Stock-based compensation — equity-classified awards | 58,679 | 58,679 | 58,679 | |||||||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,800 | |||||||||||
Common stock issued for stock awards and stock bonuses | 0 | $ 2 | (2) | |||||||||
Common stock repurchased and retired (in shares) | (1,058) | |||||||||||
Common stock repurchased and retired | (49,581) | (49,581) | $ (1) | (49,580) | ||||||||
Settlement of conversion premium upon maturity of 2014 Notes (in shares) | 1,250 | |||||||||||
Settlement of conversion premium upon maturity of 2014 Notes | (8) | (8) | (59,139) | 59,131 | ||||||||
Common stock received from exercise of Note Hedges (in shares) | (1,250) | |||||||||||
Common stock received from exercise of Note Hedges | 3 | 3 | 57,695 | (57,692) | ||||||||
Common stock received from exercise of Note Hedges related to repurchased 2014 Notes (in shares) | (42) | |||||||||||
Common stock received from exercise of Note Hedges related to repurchased 2014 Notes | 0 | 1,959 | (1,959) | |||||||||
Common stock issued upon settlement of Warrants (in shares) | 293 | |||||||||||
Common stock issued upon settlement of Warrants | (5) | (5) | (25) | 20 | ||||||||
Purchases of capped calls, net of taxes | (32,441) | (32,441) | (32,441) | |||||||||
Treasury stock acquired (in shares) | (555) | |||||||||||
Treasury stock acquired | (26,375) | (26,375) | (26,375) | |||||||||
Treasury stock retired | 0 | $ (5) | (234,994) | 234,999 | ||||||||
Distribution to noncontrolling interest | (1,110) | (1,110) | ||||||||||
Preferred stock dividends | (18,056) | (18,056) | (18,056) | |||||||||
Ending balances (in shares) at Jan. 31, 2022 | 66,211 | |||||||||||
Ending balances at Jan. 31, 2022 | 954,579 | 952,194 | $ 66 | 1,125,152 | 0 | (54,509) | (118,515) | 2,385 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 15,659 | 14,898 | 14,898 | 761 | ||||||||
Other comprehensive (loss) income | (35,584) | (35,584) | (35,584) | |||||||||
Stock-based compensation — equity-classified awards | 68,257 | 68,257 | 68,257 | |||||||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,853 | |||||||||||
Common stock issued for stock awards and stock bonuses | $ 6,427 | 6,427 | $ 2 | 6,425 | ||||||||
Common stock repurchased and retired (in shares) | (2,659) | (649) | ||||||||||
Common stock repurchased and retired | $ (23,456) | (23,456) | $ (1) | (23,455) | ||||||||
Treasury stock acquired (in shares) | (2,011) | |||||||||||
Treasury stock acquired | (106,146) | (106,146) | (106,146) | |||||||||
Treasury stock retired | 0 | $ (2) | (106,144) | 106,146 | ||||||||
Distribution to noncontrolling interest | (787) | (787) | ||||||||||
Preferred stock dividends | (20,800) | (20,800) | (20,800) | |||||||||
Other reclasses | $ 0 | 5,722 | (5,722) | |||||||||
Ending balances (in shares) at Jan. 31, 2023 | 65,404 | 65,404 | ||||||||||
Ending balances at Jan. 31, 2023 | $ 858,149 | 855,790 | $ 65 | 1,055,157 | 0 | (45,333) | (154,099) | 2,359 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 39,634 | 38,610 | 38,610 | 1,024 | ||||||||
Other comprehensive (loss) income | 11,137 | 11,137 | 11,137 | |||||||||
Stock-based compensation — equity-classified awards | 62,006 | 62,006 | 62,006 | |||||||||
Common stock issued for stock awards and stock bonuses (in shares) | 1,459 | |||||||||||
Common stock issued for stock awards and stock bonuses | $ 7,737 | 7,737 | $ 2 | 7,735 | ||||||||
Common stock repurchased and retired (in shares) | (4,125) | (4,125) | ||||||||||
Common stock repurchased and retired | $ (124,431) | (124,431) | $ (4) | (124,427) | ||||||||
Distribution to noncontrolling interest | (766) | (766) | ||||||||||
Preferred stock dividends | $ (20,800) | (20,800) | (20,800) | |||||||||
Ending balances (in shares) at Jan. 31, 2024 | 62,738 | 62,738 | ||||||||||
Ending balances at Jan. 31, 2024 | $ 832,666 | $ 830,049 | $ 63 | $ 979,671 | $ 0 | $ (6,723) | $ (142,962) | $ 2,617 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Cash flows from operating activities: | |||
Net income | $ 39,634 | $ 15,659 | $ 15,651 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 71,485 | 67,960 | 75,449 |
Provision for credit losses | 2,162 | 629 | 1,396 |
Stock-based compensation, excluding cash-settled awards | 67,622 | 76,051 | 65,246 |
Change in fair value of future tranche right | 0 | 0 | (15,810) |
Benefit from deferred income taxes | (17,639) | (9,544) | (11,323) |
Non-cash losses on derivative financial instruments, net | 0 | 0 | 14,374 |
Losses on early retirements of debt | 237 | 0 | 2,474 |
Net losses on divested businesses | 9,541 | 0 | 0 |
Other non-cash items, net | 5,347 | 9,652 | 7,416 |
Changes in operating assets and liabilities, net of effects of business combinations and divestitures: | |||
Accounts receivable | (9,409) | 3,060 | 11,712 |
Contract assets | (6,351) | (18,762) | (6,391) |
Inventories | (1,812) | (7,753) | (713) |
Prepaid expenses and other assets | 35,027 | (44,247) | (33,107) |
Accounts payable and accrued expenses | (25,343) | 6,394 | (1,772) |
Contract liabilities | (26,068) | 5,395 | 7,820 |
Other liabilities | 13,762 | 40,852 | (2,321) |
Other, net | (7,553) | (5,530) | 4,553 |
Net cash provided by operating activities — continuing operations | 150,642 | 139,816 | 134,654 |
Net cash used in operating activities — discontinued operations | 0 | 0 | (9,055) |
Net cash provided by operating activities | 150,642 | 139,816 | 125,599 |
Cash flows from investing activities: | |||
Cash paid for business combinations, including adjustments, net of cash acquired | (3,997) | (21,928) | (57,024) |
Divestitures, net of cash divested | (6,278) | 0 | 0 |
Purchases of property and equipment | (16,114) | (27,950) | (16,962) |
Purchases of investments | (4,094) | (10,627) | (751) |
Maturities and sales of investments | 4,083 | 10,709 | 46,299 |
Cash paid for capitalized software development costs | (9,623) | (7,595) | (7,560) |
Other investing activities | (1,356) | 808 | 98 |
Net cash used in investing activities | (37,379) | (56,583) | (35,900) |
Cash flows from financing activities: | |||
Proceeds from issuance of preferred stock and future tranche right, net of issuance costs | 0 | 0 | 198,731 |
Proceeds from borrowings | 100,000 | 0 | 315,000 |
Repayments of borrowings and other financing obligations | (103,084) | (3,658) | (313,354) |
Settlement of 2014 Notes | 0 | 0 | (386,887) |
Purchases of capped calls | 0 | 0 | (41,060) |
Payments of equity issuance, debt issuance, and other debt-related costs | (232) | (224) | (10,708) |
Distributions paid to noncontrolling interest | (766) | (787) | (1,110) |
Purchases of treasury stock and common stock for retirement | (124,290) | (128,985) | (75,955) |
Preferred stock dividend payments | (20,800) | (20,800) | (12,856) |
Payment for termination of interest rate swap | 0 | 0 | (16,502) |
Net cash transferred to Cognyte Software Ltd. | 0 | 0 | (114,657) |
Dividend and other settlements received from Cognyte Software Ltd. | 0 | 0 | 38,280 |
Payments of contingent consideration for business combinations (financing portion) and other financing activities | (4,182) | (3,453) | (9,045) |
Net cash used in financing activities | (153,354) | (157,907) | (430,123) |
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents | 599 | (2,033) | (841) |
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents | (39,492) | (76,707) | (341,265) |
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of year | 282,161 | 358,868 | 700,133 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of year | $ 242,669 | $ 282,161 | $ 358,868 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 |
Cash and cash equivalents | $ 241,400 | $ 282,099 | $ 358,805 |
Total cash, cash equivalents, restricted cash, and restricted cash equivalents | 242,669 | 282,161 | 358,868 |
Prepaid expenses and other current assets | |||
Restricted cash and cash equivalents | 1,269 | 5 | 6 |
Other assets | |||
Restricted cash and cash equivalents | $ 0 | $ 57 | $ 57 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Unless the context otherwise requires, the terms “Verint”, “we”, “us”, and “our” in these notes to consolidated financial statements refer to Verint Systems Inc. and its consolidated subsidiaries. Verint helps brands increase CX automation across the enterprise so they can elevate customer experience and reduce their operating cost. For more than two decades, the world’s most iconic brands – including approximately 85 of the Fortune 100 companies – have trusted Verint to provide innovative solutions and domain expertise for their customer engagement operations. Verint is uniquely positioned to help brands increase CX Automation with our differentiated AI-powered Open Platform. Brands today are challenged to delight their customers while facing limited budgets and resources. As a result, organizations are turning to AI-powered platforms specifically designed for the customer engagement domain to increase the level of their CX Automation rather than hire additional employees. Verint is headquartered in Melville, New York, and has approximately 15 offices worldwide, in addition to a number of on-demand, flexible coworking spaces. We have approximately 3,700 employees plus a few hundred contractors around the globe focused on helping brands increase CX automation. Spin-Off of Cognyte Software Ltd. On February 1, 2021, we completed the spin-off (the “Spin-Off”) of Cognyte Software Ltd. (“Cognyte”), a company limited by shares incorporated under the laws of the State of Israel whose business and operations consist of our former Cyber Intelligence Solutions business. The Spin-Off of Cognyte was completed by way of a pro rata distribution in which holders of Verint’s common stock, par value $0.001 per share, received one ordinary share of Cognyte, no par value, for every share of common stock of Verint held of record as of the close of business on January 25, 2021. After the distribution, we do not beneficially own any ordinary shares of Cognyte and no longer consolidate Cognyte into our financial results for periods ending after January 31, 2021. The Spin-Off was intended to be generally tax-free to our stockholders for U.S. federal income tax purposes. Apax Convertible Preferred Stock Investment On December 4, 2019, we announced that an affiliate (the “Apax Investor”) of Apax Partners (“Apax”) would make an investment in us in an amount of up to $400.0 million. Under the terms of the Investment Agreement, dated as of December 4, 2019 (the “Investment Agreement”), on May 7, 2020, the Apax Investor purchased $200.0 million of our Series A convertible preferred stock (“Series A Preferred Stock”). In connection with the completion of the Spin-Off, on April 6, 2021, the Apax Investor purchased $200.0 million of our Series B convertible preferred stock (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”). As of January 31, 2024, Apax’s ownership in us on an as-converted basis was approximately 13.5%. Please refer to Note 9, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our consolidated balance sheet, but separately from our stockholders’ equity. Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the accompanying consolidated financial statements, include, among others, revenue recognition, allowances for doubtful accounts, determining the fair value of assets and liabilities assumed in business combinations, recoverability of goodwill, amortization of intangibles, evaluation of contingencies, and the accounting for income taxes. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents. For further information regarding our cash and cash equivalents, see Note 4, “Cash, Cash Equivalents, and Short-Term 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 held $0.2 million of marketable debt securities at January 31, 2024 and no marketable debt securities at January 31, 2023. Investments with maturities in excess of one year are included in other assets. Accounts Receivable, Net Trade accounts receivable are comprised of invoiced amounts due from customers for which we have an unconditional right to collect and are not interest-bearing. Credit is extended to customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, bank time deposits, short-term investments, trade accounts receivable, and contract assets. We invest our cash in bank accounts, certificates of deposit, and money market accounts with major financial institutions, in U.S. government and agency obligations, and in debt securities of corporations. By policy, we seek to limit credit exposure on investments through diversification and by restricting our investments to highly rated securities. We grant credit terms to our customers in the ordinary course of business. Concentrations of credit risk with respect to trade accounts receivable and contract assets are generally limited due to the large number of customers comprising our customer base and their dispersion across different industries and geographic areas. No end-customer represented more than 10% of our revenue during the years ended January 31, 2024, 2023, and 2022. We had two partners, both authorized global resellers of our solutions, that accounted for more than 10% of our aggregated accounts receivable and contract assets in recent years. Partner A accounted for approximately 14% and 15% of our aggregated accounts receivable and contract assets at January 31, 2024 and 2023, respectively, and Partner B accounted for approximately 14% and 15% of our aggregated accounts receivable and contract assets at January 31, 2024 and 2023, respectively. Neither partner represented 10% or greater of our total revenue for the years ended January 31, 2024, 2023, or 2022. Credit losses related to these partners have historically been immaterial. Allowance for Credit Losses We make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables over the lifetime of the receivables. Our allowance for expected credit losses is estimated based on an analysis of the aging of our accounts receivable and contract assets, historical write-offs, customer payment patterns, individual customer creditworthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. We write off an account receivable and charge it against its recorded allowance at the point when it is considered uncollectible. We assess the adequacy of the allowance for credit losses on a quarterly basis. The following table summarizes the activity in our allowance for credit losses for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Allowance for credit losses, beginning of year $ 1,290 $ 1,260 $ 1,609 Provisions charged to expense 2,082 565 1,242 Amounts written off (2,094) (566) (1,666) Other, including fluctuations in foreign exchange rates (33) 31 75 Allowance for credit losses, end of year $ 1,245 $ 1,290 $ 1,260 Our estimated expected credit losses associated with contract assets were $0.1 million for the years ended January 31, 2024 and 2023, and were not material for the year ended January 31, 2022. Historical write-offs of contract assets have been insignificant. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average method of inventory accounting. The valuation of our inventories requires us to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for our products. Although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of our inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method based over the estimated useful lives of the assets. The vast majority of equipment, furniture and other is depreciated over periods ranging from three years to seven years. Software is typically depreciated over periods ranging from three years to four years. Buildings are depreciated over ten years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Finance leased assets are amortized over the related lease term. The cost of maintenance and repairs of property and equipment is charged to operations as incurred. When assets are retired or disposed of, the cost and accumulated depreciation or amortization thereon are removed from the consolidated balance sheet and any resulting gain or loss is recognized in the consolidated statement of operations. 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. Software development costs capitalized for software to be sold, leased, or marketed to external users are included within other assets in our consolidated balance sheets. Amortization of capitalized costs begins in the period in which the related product is available for general release to customers and is recorded on a straight-line basis, which approximates the pattern in which the economic benefits of the capitalized costs are expected to be realized, over the estimated economic lives of the related software products, generally five years. Internal-Use Software Development Costs and Cloud Computing Arrangements We expense costs associated with the assessment stage of software development projects. Capitalization begins when the preliminary project stage has been completed and management with the relevant authority authorizes and commits to the funding of the project. These capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related costs for employees who are directly associated with the development of the applications. Software development costs capitalized for internal-use software are included within property and equipment, net in our consolidated balance sheets. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance, minor upgrades, and enhancements; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are generally amortized over periods ranging from four years to seven years on a straight-line basis, which best represents the pattern of the software’s use. Capitalized implementation costs related to cloud computing arrangements that are hosted by third party vendors are included within prepaid and other current assets and other assets in our consolidated balance sheets, and are amortized over the term of the hosting arrangement beginning when the component of the hosting arrangement is ready for its intended use. Periodically, we reassess the useful life considering technology, obsolescence, and other factors. Leases We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use (“ROU”) assets, and corresponding operating lease liabilities are presented within accrued expenses and other current liabilities (current portions), and as operating lease liabilities (long-term portions), on our consolidated balance sheets. Finance lease assets are included in property and equipment, and corresponding finance lease liabilities are included within accrued expenses and other current liabilities (current portions), and other liabilities (long-term portions), on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the remaining lease payments over the lease term at commencement date. Our leases do not provide an implicit interest rate. We calculate the incremental borrowing rate to reflect the interest rate that we would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term, and consider our historical borrowing activities and market data in this determination. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which we account for as a single lease component. Some of our leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index updates are recorded as rent expense in the period incurred. We have elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of twelve months or less. The effect of short-term leases on our ROU assets and lease liabilities was not material. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, our related party leases and our sublease transactions are de minimis. Business Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. We are a pure-play customer engagement company that operates as a single operating segment and single reporting segment as our Chief Executive Officer, who is our CODM, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Goodwill and Other Acquired Intangible Assets For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we elect to bypass a qualitative assessment, or if our qualitative assessment indicates that goodwill impairment is more likely than not, we perform quantitative impairment testing. If our quantitative testing determines that the carrying value of the reporting unit exceeds its fair value, goodwill impairment is recognized in an amount equal to that excess, limited to the total goodwill allocated to the reporting unit. We utilize some or all of three primary approaches to assess the fair value of a reporting unit: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using valuation multiples of comparable companies, and (c) a transaction-based approach, using valuation multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of our reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the comparable public company and the comparable market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts. The valuation methodology to determine the fair value of the reporting units is sensitive to management's forecasts of future revenue, profitability and market conditions. This methodology also considers various macroeconomic, industry-specific, and company-specific factors. Any resulting financial impact cannot be estimated reasonably at this time but may adversely affect our business and financial results. If there were an adverse change in facts and circumstances, then an impairment charge may be necessary in the future. Should the fair value of our reporting unit fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary. We monitor our reporting unit to determine if there is an indicator of potential impairment. Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of 10 years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. The acquired identifiable finite-lived intangible assets are being amortized primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. Please refer to Note 6, “Intangible Assets and Goodwill”, for further details related to our intangible assets and for the results of our annual goodwill impairment testing. Fair Value Measurements Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This fair value hierarchy consists of three levels of inputs that may be used to measure fair value: • Level 1: quoted prices in active markets for identical assets or liabilities; • Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: unobservable inputs that are supported by little or no market activity. We review the fair value hierarchy classification of our applicable assets and liabilities at each reporting period. Changes in the observability of valuation inputs may result in transfers within the fair value measurement hierarchy. Please refer to Note 12, “Fair Value Measurements”, for further discussion regarding transfers between levels of the fair value measurement hierarchy. Fair Values of Financial Instruments Our recorded amounts of cash and cash equivalents, restricted cash and cash equivalents, and restricted bank time deposits, accounts receivable, contract assets, investments, accounts payable, and accrued expenses approximate fair value, due to the short-term nature of these instruments. We measure certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Derivative Financial Instruments As part of our risk management strategy, when considered appropriate, we use derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. Our intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, we do not enter into speculative positions with derivative instruments. We record all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. The counterparties to our derivative financial instruments consist of international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. We do not anticipate any such losses and we do not have a material portfolio of derivative financial instruments. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. Please refer to Note 2, “Revenue Recognition” for a discussion of our accounting policies related to revenue. Cost of Revenue Our cost of revenue includes costs of materials, compensation and benefit costs for operations and service personnel, subcontractor costs, royalties and license fees related to third-party software included in our products, cloud infrastructure costs, depreciation of equipment used in operations and service, amortization of capitalized software development costs and certain purchased intangible assets, and related overhead costs. Costs that relate to satisfied (or partially satisfied) performance obligations in customer contracts (i.e., costs that relate to past performance) are expensed as incurred. Costs to Obtain and Fulfill Contracts We capitalize commissions paid to internal sales personnel and agent commissions that are incremental to obtaining customer contracts. We have determined that these commissions are in fact incremental and would not have occurred absent the customer contract. Deferred commissions also include the associated payroll taxes and fringe benefit costs associated with payments to our sales employees to the extent they are incremental. Sales and agent commissions are primarily deferred and amortized on a straight-line basis over the period the goods or services are transferred to the customer to which the assets relate, which ranges from immediate to as long as six years, if commission amounts paid upon renewal are not commensurate with amounts paid on the initial contract. A portion of the initial commission payable on the majority of our contracts is amortized over the anticipated renewal period, which is generally five We capitalize costs incurred to fulfill our contracts when the costs relate directly to the contract and are expected to generate resources that will be used to satisfy the performance obligation under the contract and are expected to be recovered through revenue generated under the contract. Costs to fulfill contracts are expensed to cost of revenue as we satisfy the related performance obligations. Deferred cost of revenue is classified in its entirety as current or long-term based on whether the related revenue will be recognized within twelve months of the origination date of the arrangement. The amounts capitalized primarily relate to one-time costs incurred in the initial phase of our bundled SaaS arrangements (i.e., setup costs), which consist of costs related to the installation of systems and processes. Capitalized setup costs are amortized on a straight-line basis over the expected period of benefit, which includes anticipated contract renewals or extensions, consistent with the transfer to the customer of the services to which the asset relates. Research and Development, net With the exception of certain software development costs, all research and development costs are expensed as incurred, and consist primarily of personnel and consulting costs, travel, depreciation of research and development equipment, and related overhead and other costs associated with research and development activities. We periodically derive benefits from participation in government-sponsored programs in certain jurisdictions, for the support of research and development activities conducted in those locations. Income Taxes We account for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statement and tax bases of our assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. We are subject to income taxes in the United States and numerous foreign jurisdictions. The calculation of our income tax provision involves the application of complex tax laws and requires significant judgment and estimates. We evaluate the realizability of our deferred tax assets for each jurisdiction in which we operate at each reporting date, and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. We consider all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that our deferred tax assets are not more-likely-than-not realizable, we establish a valuation allowance. We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that we believe is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. Our policy is to include interest (expense and/or income) and penalties related to unrecognized income tax benefits as a component of the provision for income taxes. Functional Currencies and Foreign Currency Transaction Gains and Losses The functional currency for most of our foreign subsidiaries is the applicable local currency, although we have some subsidiaries with functional currencies that differ from their local currency, of which the most notable exception is our subsidiary in Israel, whose functional currency is the U.S. dollar. Transactions denominated in currencies other than a functional currency are converted to the functional currency on the transaction date, and any resulting assets or liabilities are further remeasured at each reporting date and at settlement. Gains and losses recognized upon such remeasurements are included within other income (expense), net in the consolidated statements of operations. We recorded net foreign currency losses of $0.4 million and $1.6 million for the years ended January 31, 2024 and 2022, respectively. We recorded net foreign currency gains of $3.5 million for the year ended January 31, 2023. For consolidated reporting purposes, in those instances where a foreign subsidiary has a functional currency other than the U.S. dollar, revenue and expenses are translated into U.S. dollars using average exchange rates for the reporting period, while assets and liabilities are translated into U.S. dollars using period-end rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Stock-Based Compensation We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the award. We recognize the fair value of the award as compensation expense over the period during which an |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Jan. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to be entitled to in exchange for such goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following five steps: 1) Identify the contract(s) with a customer A contract with a customer exists when (i) we enter into an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or in the case of a new customer, published credit and financial information pertaining to the customer. Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Multiple contracts with a single counterparty entered into within a close timeframe are evaluated to determine if the contracts should be combined and accounted for as a single contract. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we must apply judgment to determine whether promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Generally, our contracts do not include non-distinct goods or services. 3) Determine the transaction price The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We assess the timing of the transfer of goods and services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less, which is the case in the majority of our customer contracts. The primary purpose of our invoicing terms is not to receive or provide financing from or to customers. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price, if we assessed that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Typically, our contracts do not provide our customers with any right of return or refund, and we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund. 4) Allocate the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct goods or services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, we must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. We allocate the variable amount to one or more distinct performance obligations but not all or to one or more distinct services that form a part of a single performance obligation, when the payment terms of the variable amount relate solely to our efforts to satisfy that distinct performance obligation and it results in an allocation that is consistent with the overall allocation objective of the revenue standard. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. We determine standalone selling price (“SSP”) based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we estimate the SSP taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation. In addition, variable consideration attributable to sales- or usage-based royalties in exchange for a license of our IP are excluded from the transaction price in accordance with the revenue guidance. 5) Recognize revenue when (or as) the entity satisfies a performance obligation We satisfy performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In the case of contracts that include customer acceptance criteria, revenue is not recognized until we can objectively conclude that the product or service meets the agreed-upon specifications in the contract. Revenue related to sales- or usage-based royalties are recognized when the associated sales occur, and relevant thresholds are met. For royalty arrangements that include fixed considerations related to a minimum guarantee from a customer, the fixed consideration allocated to the license is recognized when the control of the license passes to the customer. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to our customers. Revenue is measured based on consideration specified in a contract with a customer, and excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer. Shipping and handling activities that are billed to the customer and occur after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of revenue. Historically, these expenses have not been material. Nature of Goods and Services We derive and report our revenue in two categories: (a) recurring revenue, which includes bundled SaaS, unbundled SaaS, hosting services, optional managed services, initial and renewal support revenue, and product warranties, and (b) nonrecurring revenue, which primarily consists of perpetual licenses, hardware, installation services, business advisory consulting and training services, and patent license royalties. Our bundled SaaS contracts are typically comprised of a right to access our software, maintenance, hosting fees and standard managed services. We do not provide the customer with the contractual right to take possession of the software at any time during the hosting period under these contracts. The customer can only benefit from the SaaS license, maintenance and standard managed services when combined with the hosting service as the hosting service is the only way for the customer to access the software and benefit from the maintenance and managed services. Accordingly, each of the license, maintenance, hosting and standard managed services is not considered a distinct performance obligation in the context of the contract, and are combined into a single performance obligation (“bundled SaaS services”) and recognized ratably over the contract period. Our bundled SaaS customer contracts can consist of fixed, variable, and usage-based fees. Typically, we invoice fees on an annual basis at the outset of the contract, though quarterly or monthly billing terms are included in certain contracts. Certain bundled SaaS contracts include a nonrefundable upfront fee for setup services, which are not distinct from the bundled SaaS services. Non-distinct setup services represent an advanced payment for future bundled SaaS services, and are recognized as revenue when those bundled SaaS services are satisfied, unless the nonrefundable fee is considered to be a material right, in which case the nonrefundable fee is recognized over the expected benefit period, which includes anticipated renewals. We determine SSP for our bundled SaaS services based on the price at which the performance obligation is sold separately, which is observable through past renewal transactions. We satisfy our bundled SaaS services by providing access to our software over time and processing transactions for usage-based contracts. For non-usage based fees, the period of time over which we perform is commensurate with the contract term because that is the period during which we have an obligation to provide the service. The performance obligation is recognized on a time elapsed basis, by day for which the services are provided. Our software licenses either provide our customers a perpetual right to use our software or, in the case of unbundled SaaS, the right to use our software for only a fixed term, in most cases between a one Our patent license royalty agreements grant customers the right to use our intellectual property in their products for resale. Royalties are recognized as revenue in the period when the products containing our intellectual property are sold by the licensees to their customers. Differences between actual results and estimated amounts are adjusted in the following period as such sales are typically reported by the customer a month or quarter in arrears. Professional services revenues primarily consist of fees for deployment and optimization services, as well as training, and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are performed. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to date relative to the total labor hours expected to be required to satisfy the related performance obligation. We determine SSP for our professional services based on the price at which the performance obligation is sold separately, which is observable through past transactions. Customer support revenue is derived from providing remote technical support services, bug fixes and unspecified software updates and upgrades to customers on a when-and-if-available basis. Each of these performance obligations provide benefit to the customer on a standalone basis and are distinct in the context of the contract. Each of these distinct performance obligations represent a stand ready obligation to provide service to a customer, which is concurrently delivered and has the same pattern of transfer to the customer, which is why we account for these support services as a single performance obligation. We recognize support services ratably over the contractual term, which typically is one year for perpetual licenses and one Our solutions are generally sold with a warranty of one year to three years for hardware and 90 days for software. These warranties do not represent an additional performance obligation as services beyond assuring that the software license and hardware comply with agreed-upon specifications are not provided. Disaggregation of Revenue The following table provides a disaggregation of our recurring and nonrecurring revenue. Recurring revenue is the portion of our revenue that we believe is likely to be renewed in the future. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. • Recurring revenue primarily consists of: ◦ Software as a service (“SaaS”) revenue, which consists predominately of bundled SaaS (software access rights with standard managed services) and unbundled SaaS (software licensing rights accounted for as term-based licenses whereby customers have a license to our software with related support for a specific period). ▪ Bundled SaaS revenue is recognized over time. ▪ Unbundled SaaS revenue is recognized at a point in time, except for the related support which is recognized over time. Unbundled SaaS contracts are eligible for renewal after the initial fixed term, which in most cases is between a one ◦ Optional managed services revenue. ◦ Support revenue, which consists of initial and renewal support on our perpetual licenses. • Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, business advisory consulting and training services, and patent license royalties. Year Ended January 31, (in thousands) 2024 2023 2022 Recurring revenue: Bundled SaaS revenue $ 250,526 $ 222,560 $ 183,035 Unbundled SaaS revenue 264,302 221,645 139,729 Total SaaS revenue 514,828 444,205 322,764 Optional managed services revenue 47,718 61,388 65,648 Support revenue 136,702 179,944 244,717 Total recurring revenue 699,248 685,537 633,129 Nonrecurring revenue: Perpetual revenue 99,853 116,611 138,078 Professional services and other revenue 111,286 100,097 103,302 Total nonrecurring revenue 211,139 216,708 241,380 Total revenue $ 910,387 $ 902,245 $ 874,509 Contract Balances The following table provides information about accounts receivable, contract assets, and contract liabilities from contracts with customers: January 31, (in thousands) 2024 2023 Accounts receivable, net $ 190,461 $ 188,414 Contract assets, net $ 66,913 $ 60,444 Long-term contract assets, net (included in other assets) $ 31,379 $ 37,950 Contract liabilities $ 254,437 $ 271,476 Long-term contract liabilities $ 10,581 $ 18,047 We receive payments from customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contract assets represent unbilled amounts related to multi-year unbundled SaaS contracts and arrangements where our right to consideration is subject to the contractually agreed upon billing schedule. We expect billing and collection of a majority of our contract assets to occur within the next twelve months and asset impairment charges related to contract assets were immaterial for each of the years ended January 31, 2024, 2023, and 2022. We had two partners, both authorized global resellers of our solutions, that accounted for more than 10% of our aggregated accounts receivable and contract assets in recent years. Partner A accounted for approximately 14% and 15% of our aggregated accounts receivable and contract assets as of January 31, 2024 and 2023, respectively, and Partner B accounted for approximately 14% and 15% of our aggregated accounts receivable and contract assets as of January 31, 2024 and 2023, respectively. Credit losses related to these partners have historically been immaterial. During the years ended January 31, 2024 and 2023, we transferred $56.0 million and $43.2 million, respectively, to accounts receivable from contract assets recognized at the beginning of each period, as a result of the right to the transaction consideration becoming unconditional. We recognized $52.9 million and $69.9 million of contract assets during the years ended January 31, 2024 and 2023, respectively. Contract assets recognized during each year primarily related to multi-year unbundled SaaS contracts that are invoiced annually with license revenue recognized upfront. Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract. Revenue recognized during the years ended January 31, 2024 and 2023 from amounts included in contract liabilities at the beginning of each period was $252.7 million and $242.4 million, respectively. Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes contract liabilities and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The majority of our arrangements are for periods of one We elected to exclude amounts of variable consideration attributable to sales- or usage-based royalties in exchange for a license of our IP from the remaining performance obligations. The timing and amount of revenue recognition for our remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, the average length of the contract terms, and foreign currency exchange rates. The following table provides information about when we expect to recognize our remaining performance obligations: January 31, (in thousands) 2024 2023 Remaining performance obligations: Expected to be recognized within 1 year $ 464,600 $ 464,346 Expected to be recognized in more than 1 year 279,702 262,695 Total remaining performance obligations $ 744,302 $ 727,041 Costs to Obtain and Fulfill Contracts Total capitalized costs to obtain contracts were $57.8 million as of January 31, 2024, of which $2.7 million is included in prepaid expenses and other current assets and $55.1 million is included in other assets on our consolidated balance sheet. Total capitalized costs to obtain contracts were $58.6 million as of January 31, 2023, of which $3.7 million is included in prepaid expenses and other current assets and $54.9 million is included in other assets on our consolidated balance sheet. During the years ended January 31, 2024, 2023, and 2022, we expensed $34.2 million, $33.1 million and $33.1 million, respectively, of sales and agent commissions, which are included in selling, general and administrative expenses and there were no impairment losses recognized for these capitalized costs. Total capitalized costs to fulfill contracts were $3.2 million as of January 31, 2024, of which $0.2 million is included in prepaid expenses and other current assets and $3.0 million is included in other assets on our consolidated balance sheet. Total capitalized costs to fulfill contracts were $5.1 million as of January 31, 2023, of which $0.2 million is included in prepaid expenses and other current assets and $4.9 million is included in other assets on our consolidated balance sheet. During each of the years ended January 31, 2024 and 2023, we amortized $3.0 million of contract fulfillment costs, and during the year ended January 31, 2022, we amortized $3.2 million of contract fulfillment costs. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | 12 Months Ended |
Jan. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. | NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. The following table summarizes the calculation of basic and diluted net income (loss) per common share attributable to Verint Systems Inc. for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands, except per share amounts) 2024 2023 2022 Net income $ 39,634 $ 15,659 $ 15,651 Net income attributable to noncontrolling interests 1,024 761 1,238 Net income attributable to Verint Systems Inc. 38,610 14,898 14,413 Dividends on preferred stock (20,800) (20,800) (18,922) Net income (loss) attributable to Verint Systems Inc. for basic net income (loss) per common share 17,810 (5,902) (4,509) Dilutive effect of dividends on preferred stock — — — Year Ended January 31, (in thousands, except per share amounts) 2024 2023 2022 Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share $ 17,810 $ (5,902) $ (4,509) Weighted-average shares outstanding: Basic 63,990 65,332 65,591 Dilutive effect of employee equity award plans 328 — — Dilutive effect of 2021 Notes — — — Dilutive effect of 2014 Notes — — — Dilutive effect of warrants — — — Dilutive effect of assumed conversion of preferred stock — — — Diluted 64,318 65,332 65,591 Net income (loss) income per common share attributable to Verint Systems Inc.: Basic $ 0.28 $ (0.09) $ (0.07) Diluted $ 0.28 $ (0.09) $ (0.07) We excluded the following weighted-average potential common shares from the calculations of diluted net income (loss) per common share during the applicable periods because their inclusion would have been anti-dilutive: Year Ended January 31, (in thousands) 2024 2023 2022 Common shares excluded from calculation: Restricted and performance stock-based awards 1,840 2,120 1,580 2014 Notes — — 481 Warrants — — 117 Series A Preferred Stock 5,498 5,498 5,498 Series B Preferred Stock 3,980 3,980 3,282 In periods for which we report a net loss attributable to Verint Systems Inc. common shares, basic net loss per common share and diluted net loss per common share are identical since the effect of all potential common shares is anti-dilutive and therefore excluded. For the year ended January 31, 2024, the average price of our common stock did not exceed the $62.08 per share conversion price of our 2021 Notes, and other requirements for the 2021 Notes (as defined in Note 7, “Long-Term Debt”), to be convertible were not met. The 2021 Notes will have a dilutive impact on net income per common share at any time when the average market price of our common stock for a quarterly reporting period exceeds the conversion price. The Capped Calls (as defined in Note 7, “Long-Term Debt”) do not impact our diluted earnings per common share calculations as their effect would be anti-dilutive. The Capped Calls are generally intended to reduce the potential dilution to our common stock upon any conversion of the 2021 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2021 Notes, in the event that at the time of conversion our common stock price exceeds the $62.08 conversion price, with such reduction and/or offset subject to a cap of $100.00. Following the completion of the Spin-Off on February 1, 2021, the strike prices of the conversion features of our 2014 Notes and Warrants (each as defined in Note 7, “Long-Term Debt”) were reduced to $40.55 per share and $47.18 per share, respectively, which increased the equivalent number of underlying common shares to 9,541,000 and 9,865,000, respectively. Our Note Hedges (as defined in Note 7, “Long-Term Debt”) did not impact our diluted earnings per common share calculation because their effect would be anti-dilutive. However, in connection with the maturity of the 2014 Notes, the common shares delivered to us under the Note Hedges neutralized the dilutive effect of the common shares that we issued under the 2014 Notes to settle the conversion premium. As a result, the settlement of the outstanding 2014 Notes did not increase our outstanding common stock. Our Warrants had a dilutive impact on net income per common share to the extent that we reported net income for the applicable period and the average market value of our common stock exceeded the strike price of the Warrants. The Warrants expired incrementally on a series of expiration dates between August 30, 2021 and January 21, 2022. At each expiration date the Warrants were exercised when the market price per share of our common stock exceeded the strike price of the Warrants, and we issued an aggregate of 293,143 shares of our common stock as part of the cashless exercise of approximately 5,031,000 Warrants. All outstanding Warrants were exercised or expired as of January 31, 2022. Further details regarding the 2021 Notes, Capped Calls, 2014 Notes, Note Hedges, and the Warrants appear in Note 7, “Long-Term Debt”. The weighted-average common shares underlying the assumed conversion of the Preferred Stock, on an as-converted basis, were excluded from the calculations of diluted net income (loss) per common share for the years ended January 31, 2024, 2023, and 2022, as their effect would have been anti-dilutive. Further details regarding the Preferred Stock investment appear in Note 9, “Convertible Preferred Stock”. |
CASH, CASH EQUIVALENTS, AND SHO
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS | 12 Months Ended |
Jan. 31, 2024 | |
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, 2024 and 2023: January 31, 2024 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 155,504 $ — $ — $ 155,504 Money market funds 85,647 — — 85,647 U.S. Treasury bills 249 — — 249 Total cash and cash equivalents $ 241,400 $ — $ — $ 241,400 Short-term investments: Bank time deposits $ 686 $ — $ — $ 686 Total short-term investments $ 686 $ — $ — $ 686 January 31, 2023 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 134,289 $ — $ — $ 134,289 Money market funds 96,941 — — 96,941 Commercial paper 50,869 — — 50,869 Total cash and cash equivalents $ 282,099 $ — $ — $ 282,099 Short-term investments: Bank time deposits $ 697 $ — $ — $ 697 Total short-term investments $ 697 $ — $ — $ 697 Bank time deposits which are reported within short-term investments consist of deposits held outside of the United States with maturities of greater than 90 days, or without specified maturity dates which we intend to hold for periods in excess of 90 days. All other bank deposits are included within cash and cash equivalents. During the years ended January 31, 2024, 2023, and 2022, proceeds from maturities and sales of short-term investments were $4.1 million, $10.7 million, and $46.3 million, respectively. |
BUSINESS COMBINATIONS, ASSET AC
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES | 12 Months Ended |
Jan. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES | BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES Year Ended January 31, 2024 During the year ended January 31, 2024, we completed the acquisition of a provider of solutions for workforce scheduling automation, including three employees. This transaction resulted in increases to goodwill, customer relationships, and acquired technology intangible assets, but was not material to our consolidated financial statements, and as a result, additional business combination disclosures for this acquisition have been omitted. Year Ended January 31, 2023 During the year ended January 31, 2023, we completed two business combinations: • In August 2022, we completed the acquisition of a company with conversational AI technology including six employees. • In January 2023, we completed the acquisition of a provider of appointment scheduling solutions including approximately 20 employees. These business combinations were not material to our consolidated financial statements. The combined consideration for these business combinations was approximately $38.4 million, including $26.1 million of combined cash paid at the closings, contingent consideration with an estimated fair value of $12.2 million, and purchase price adjustments of $0.1 million. The combined consideration was partially offset by $4.2 million of combined cash received in the acquisitions. The contingent consideration had a maximum payout amount of approximately $21.4 million, as of the respective acquisition dates, and is contingent upon the achievement of certain performance targets over periods extending through January 2026. Cash paid for these business combinations was funded by cash on hand. The combined purchase prices were allocated to intangible assets, including the recognition of $6.0 million of developed technology, $4.2 million of customer relationships, and $0.1 million of trade names. The acquisitions resulted in the recognition of $25.6 million of goodwill, of which $5.1 million is deductible for income tax purposes and $20.5 million is not deductible. 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. The purchase price allocations for these acquisitions are final. The combined transaction and related costs, consisting primarily of professional fees and integration expenses were $0.7 million and $1.1 million for the years ended January 31, 2024 and 2023, respectively. All transaction and related costs were expensed as incurred and are included in selling, general, and administrative expenses. Revenue and net income (loss) attributable to these acquisitions for the years ended January 31, 2024 and 2023 were not material. Year Ended January 31, 2022 Conversocial Limited On August 23, 2021, we completed the acquisition of all of the outstanding shares of Conversocial Limited (together with its subsidiaries, “Conversocial”), a leading messaging platform that enables brands to deliver superior customer experiences. Conversocial has offices in London, United Kingdom and New York, New York. The purchase price consisted of (i) $53.4 million of cash paid at closing, funded from cash on hand, partially offset by $3.2 million of Conversocial’s cash received in the acquisition, resulting in net cash consideration at closing of $50.2 million; and (ii) $0.2 million of other purchase price adjustments. The purchase price for Conversocial was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. The fair values assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts the expected future cash flows to present value using estimates and assumptions determined by management. Among the factors contributing to the recognition of goodwill as a component of the Conversocial purchase price allocation were synergies in products and technologies, and the addition of a skilled, assembled workforce. The acquisition resulted in the recognition of $31.3 million of goodwill, of which $0.5 million is deductible for income tax purposes and $30.8 million is not deductible. In connection with the purchase price allocation for Conversocial, the estimated fair value of undelivered performance obligations under customer contracts assumed in the acquisition was determined utilizing a cost build-up approach. The cost build-up approach calculated fair value by estimating the costs required to fulfill the obligations plus a reasonable profit margin, which approximates the amount that we believe would be required to pay a third party to assume the performance obligations. The estimated costs to fulfill the performance obligations were based on the historical direct costs for delivering similar services. As a result, in allocating the purchase price, we recorded $3.4 million of current and long-term contract liabilities, representing the estimated fair value of undelivered performance obligations for which payment had been received, which was recognized as revenue as the underlying performance obligations were delivered. For undelivered performance obligations for which payment had not been received, we recorded a $1.2 million asset as a component of the purchase price allocation, representing the estimated fair value of these obligations, $0.7 million of which is included within prepaid expenses and other current assets and $0.5 million of which is included in other assets. We amortized this asset over the underlying delivery periods, which adjusted the revenue we recognized for providing these services to its estimated fair value. Transaction and related costs directly related to the acquisition of Conversocial, consisting primarily of professional fees and integration expenses, were $0.1 million, $1.2 million, and $3.4 million for the years ended January 31, 2024, 2023, and 2022, respectively, and were expensed as incurred and are included in selling, general and administrative expenses. Revenue and net income (loss) attributable to Conversocial included in our consolidated statement of operations for the years ended January 31, 2024, 2023, and 2022 were not material. The purchase price allocation for Conversocial is final. The following table sets forth the components and the allocation of the purchase price for our acquisition of Conversocial, including adjustments identified subsequent to the valuation date none of which were material: (in thousands) Amount Components of Purchase Price: Cash $ 53,409 Other purchase price adjustments (190) Total purchase price $ 53,219 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable $ 1,694 Other current assets, including cash acquired 5,462 Other assets 511 Current and other liabilities (1,945) Contract liabilities - current and long-term (3,410) Deferred income taxes (301) Net tangible assets 2,011 Identifiable intangible assets: Customer relationships 9,800 Developed technology 9,900 Trademarks and trade names 200 Total identifiable intangible assets 19,900 Goodwill 31,308 Total purchase price allocation $ 53,219 The acquired customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives of seven years, five years, and one year, respectively, the weighted average of which is approximately 5.9 years. The acquired identifiable intangible assets are being amortized on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. Other Business Combinations During the three months ended July 31, 2021, we completed the acquisition of certain assets from a leader in contact center hiring automation that qualified as a business combination. This transaction resulted in increases to goodwill, customer relationships, and acquired technology intangible assets, but was not material to our consolidated financial statements, and as a result, additional business combination disclosures for this acquisition have been omitted. Other Business Combination Information The pro forma impact of all business combinations completed during the three years ended January 31, 2024 was not material to our historical consolidated operating results and is therefore not presented. The acquisition date fair values of contingent consideration obligations associated with business combinations are estimated based on probability adjusted present values of the consideration expected to be transferred using significant inputs that are not observable in the market. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving the performance targets and discount rates consistent with the level of risk of achievement. At each reporting date, we revalue the contingent consideration obligations to their fair values and record increases and decreases in fair value within selling, general and administrative expenses in our consolidated statements of operations. Changes in the fair value of the contingent consideration obligations result from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. For the year ended January 31, 2024, we recorded a benefit of $3.0 million, and for the years ended January 31, 2023 and 2022, we recorded charges of $0.2 million and $0.9 million, respectively, within selling, general and administrative expenses Payments of contingent consideration earned under these agreements were $4.9 million, $7.5 million, and $9.6 million for the years ended January 31, 2024, 2023, and 2022, respectively. Asset Acquisition In July 2023, we entered into an agreement to acquire source code that qualifies as an asset acquisition and made an initial deposit payment of $1.0 million upon the execution of the contract and incurred direct transaction costs related to such asset acquisition of $0.2 million. The agreement also stipulates the establishment of additional milestone payments totaling $3.0 million, of which $2.0 million was deposited into a third-party escrow account in connection with the closing of the transaction. These milestone payments are contingent upon the successful delivery of the source code and the attainment of specific developmental objectives within twelve months and will be reduced by any amounts paid under a separate transition services agreement entered into by the parties. During the year ended January 31, 2024, we made $1.8 million in milestone payments to the seller, of which $0.8 million was released from the escrow account upon the achievement of certain source code delivery and integration milestones. The remaining $1.2 million of milestone payments remains in the third-party escrow account, is classified as restricted cash, and is included in prepaid expenses and other current assets on our consolidated balance sheet as of January 31, 2024. The transaction also provides for additional consideration that is contingent upon achieving certain performance targets for the years ending January 31, 2025 and 2026 of up to $5.0 million, with a minimum of $2.0 million guaranteed over the period, plus the opportunity to receive additional payments from us based on any revenue we receive from sales of products based on the acquired technology in adjacent markets. Contingent consideration is not recorded in an asset acquisition until the contingency is resolved (when the contingent consideration is paid or becomes payable) or when probable and reasonably estimable. Divestitures On January 31, 2024, we completed the sale of a services business for manual quality managed services. We sold the business to the former managers, who were our employees. Today, our platform includes an AI-powered solution for automating the quality monitoring process. We expect our customers to adopt AI over time and believe that a people centric managed services offering is no longer core to our offering. We estimated the sale price under the sale agreement to be $6.0 million based on (i) the estimated fair value of our share of the future adjusted operating income (as defined in the agreement) of the business, to be paid annually over a minimum of six years following the transaction closing date, (ii) the amount by which the closing working capital of the business exceeds the working capital target, and (iii) the estimated amount of future collections of outstanding receivables as of the closing date from a certain customer, net of certain expenses. We determined the estimated fair value of the contingent consideration with the assistance of a third-party valuation specialist and estimates made by management. We recognized a pre-tax loss on the sale of $9.7 million, which was recorded as part of selling, general, and administrative expenses in our consolidated statement of operations, and included $0.8 million of cumulative foreign translation loss that was released from accumulated other comprehensive loss and divestiture-related expenses were not material. As part of the transaction, we divested $6.5 million of cash, most of which was intended as reimbursement for certain liabilities assumed by the buyer, as well as $1.0 million of tangible net assets, $0.5 million of intangible assets, and $6.8 million of goodwill. The divested services business generated $25.2 million, $33.2 million, and $34.7 million of revenues during the years ended January 31, 2024, 2023, and 2022, and several hundred employees dedicated to this managed services business were transferred or terminated as part of the transaction. In March 2023, we completed the sale of an insignificant product line that we inherited as part of a legacy acquisition and that no longer fit with our current business priorities or strategic direction. The total consideration for the sale was $0.7 million, which is payable to us in three equal installments through March 2025, the first installment of which was received in July 2023. The transaction reduced goodwill by $0.3 million and intangible assets by $0.2 million and resulted in a gain of approximately $0.2 million. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Acquisition-related intangible assets, excluding certain intangible assets previously acquired that were fully amortized and intangible assets of the businesses we divested which were removed from our consolidated balance sheets, consisted of the following as of January 31, 2024 and 2023: January 31, 2024 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 455,184 $ (412,587) $ 42,597 Acquired technology 231,815 (217,006) 14,809 Trade names 3,727 (3,667) 60 Distribution network 2,440 (2,440) — Total intangible assets $ 693,166 $ (635,700) $ 57,466 January 31, 2023 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 458,013 $ (390,113) $ 67,900 Acquired technology 229,317 (212,065) 17,252 Trade names 4,479 (4,359) 120 Distribution network 2,440 (2,440) — Total intangible assets $ 694,249 $ (608,977) $ 85,272 Total amortization expense recorded for acquisition-related intangible assets was $32.5 million, $39.4 million, and $46.8 million for the years ended January 31, 2024, 2023, and 2022, respectively. The reported amount of net acquisition-related intangible assets can fluctuate from the impact of changes in foreign currency exchange rates on intangible assets not denominated in U.S. dollars. Estimated future amortization expense on finite-lived acquisition-related intangible assets is as follows: (in thousands) Years Ending January 31, Amount 2025 $ 17,217 2026 16,367 2027 12,587 2028 7,744 2029 2,837 Thereafter 714 Total $ 57,466 There were no material impairments for the years ended January 31, 2024 and 2023. We recorded $0.4 million of impairments for certain acquired trade names, which was included within selling, general and administrative expenses Goodwill activity for the years ended January 31, 2024, and 2023 was as follows: (in thousands) Total Year Ended January 31, 2023: Goodwill, gross, at January 31, 2022 $ 1,409,464 Accumulated impairment losses through January 31, 2022 (56,043) Goodwill, net, at January 31, 2022 1,353,421 Business combinations, including adjustments to prior period acquisitions 25,239 Foreign currency translation and other (31,447) Goodwill, net, at January 31, 2023 $ 1,347,213 Year Ended January 31, 2024: Goodwill, gross, at January 31, 2023 $ 1,403,256 Accumulated impairment losses through January 31, 2023 (56,043) Goodwill, net, at January 31, 2023 1,347,213 Business combinations, including adjustments to prior period acquisitions 2,409 Divested businesses (7,120) Foreign currency translation 10,213 Goodwill, net, at January 31, 2024 $ 1,352,715 Balance at January 31, 2024 Goodwill, gross, at January 31, 2024 $ 1,408,758 Accumulated impairment losses through January 31, 2024 (56,043) Goodwill, net, at January 31, 2024 $ 1,352,715 For purposes of reviewing for potential goodwill impairment, as of January 31, 2024, we had one reporting unit. Based on our November 1, 2023 and 2022 quantitative goodwill impairment reviews, we concluded that the estimated fair value of our reporting unit significantly exceeded its carrying value. No changes in circumstances or indicators of potential impairment were identified between November 1 and January 31 in each of the years ended January 31, 2024 and 2023. No goodwill impairment was identified for the years ended January 31, 2024, 2023, and 2022. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The following table summarizes our long-term debt at January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 2021 Notes $ 315,000 $ 315,000 Revolving Credit Facility 100,000 — Term Loan — 100,000 Less: unamortized debt discounts and issuance costs (4,035) (6,092) Total debt 410,965 408,908 Less: current maturities — — Long-term debt $ 410,965 $ 408,908 2021 Notes On April 9, 2021, we issued $315.0 million in aggregate principal amount of 0.25% convertible senior notes due April 15, 2026, unless earlier converted by the holders pursuant to their terms. The 2021 Notes are unsecured and pay interest in cash semiannually in arrears at a rate of 0.25% per annum. We used a portion of the net proceeds from the issuance of the 2021 Notes to pay the costs of the capped call transactions described below. We also used a portion of the net proceeds from the issuance of the 2021 Notes, together with the net proceeds from the April 6, 2021 issuance of $200.0 million of Series B Preferred Stock, to repay a portion of the outstanding indebtedness under our Credit Agreement described below, to terminate the 2018 Swap (as defined in Note 13, “Derivative Financial Instruments”), and to repurchase shares of our common stock. The remainder is being used for working capital and other general corporate purposes. The 2021 Notes are convertible into shares of our common stock at an initial conversion rate of 16.1092 shares per $1,000 principal amount of 2021 Notes, which represents an initial conversion price of approximately $62.08 per share, subject to adjustment upon the occurrence of certain events, and subject to customary anti-dilution adjustments. Prior to January 15, 2026, the 2021 Notes will be convertible only upon the occurrence of certain events and during certain periods, and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2021 Notes. Upon conversion of the 2021 Notes, holders will receive cash up to the aggregate principal amount, with any remainder to be settled with cash or common stock, or a combination thereof, at our election. As of January 31, 2024, the 2021 Notes were not convertible. We incurred approximately $8.9 million of issuance costs in connection with the 2021 Notes, which were deferred and are presented as a reduction of long-term debt, and which are being amortized as interest expense over the term of the 2021 Notes. Including the impact of the deferred debt issuance costs, the effective interest rate on the 2021 Notes was approximately 0.83% at January 31, 2024. Based on the closing market price of our common stock on January 31, 2024, the if-converted value of the 2021 Notes was less than their aggregate principal amount. 2014 Notes On June 18, 2014, we issued $400.0 million in aggregate principal amount of 1.50% convertible senior notes, with a maturity date of June 1, 2021 (the “2014 Notes”). Net proceeds from the 2014 Notes after underwriting discounts were $391.9 million. The 2014 Notes were unsecured and paid interest in cash semiannually in arrears at a rate of 1.50% per annum. During the year ended January 31, 2021, we repurchased $13.1 million principal amount of the 2014 Notes (the “Repurchased 2014 Notes”) in open market transactions for an aggregate of $13.0 million in cash. On February 1, 2021, we early adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which eliminated the liability and equity separation model for convertible instruments with a cash conversion feature, such as the 2014 Notes. As a result, effective February 1, 2021, we no longer presented separate liability and equity components for the 2014 Notes on our consolidated balance sheet. The adoption of ASU No. 2020-06 resulted in the $78.0 million carrying value of the 2014 Notes’ equity component at January 31, 2021, which included applicable issuance costs and the portion classified within temporary equity, being reclassified and combined with the liability component of the 2014 Notes. In connection with the maturity of the 2014 Notes on June 1, 2021, we paid an aggregate of $389.8 million in cash for the settlement of the 2014 Notes, which included $386.9 million in satisfaction of the outstanding principal of the 2014 Notes and $2.9 million related to the final interest payment on the 2014 Notes. Additionally, the 2014 Notes had an incremental conversion value of $57.7 million as the market value per share of our common stock, as measured under the terms of the 2014 Notes, was greater than the conversion price of the 2014 Notes. We issued approximately 1,250,000 shares of common stock to the holders of the 2014 Notes as payment of the conversion premium, which we issued from treasury stock. See the discussion of the Note Hedges and Warrants below for more information. Capped Calls, Note Hedges and Warrants Capped Calls In connection with the issuance of the 2021 Notes, on April 6, 2021 and April 8, 2021, we entered into capped call transactions (the “Capped Calls”) with certain counterparties. The Capped Calls are generally intended to reduce the potential dilution to our common stock upon any conversion of the 2021 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2021 Notes, in the event that at the time of conversion our common stock price exceeds the conversion price, with such reduction and/or offset subject to a cap. The Capped Calls exercise price is equal to the $62.08 initial conversion price of each of the 2021 Notes, and the cap price is $100.00, each subject to certain adjustments under the terms of the Capped Calls. Our exercise rights under the Capped Calls generally trigger upon conversion of the 2021 Notes, and the Capped Calls terminate upon maturity of the 2021 Notes, or the first day the 2021 Notes are no longer outstanding. As of January 31, 2024, no Capped Calls have been exercised. Pursuant to their terms, the Capped Calls qualify for classification within stockholders’ equity, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $41.1 million for the Capped Calls, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital. Note Hedges and Warrants Concurrently with the issuance of the 2014 Notes, we entered into convertible note hedge transactions (the “Note Hedges”) and sold warrants (the “Warrants”). The combination of the Note Hedges and the Warrants served to increase the effective initial conversion price for the 2014 Notes to $75.00 per share. Subsequent to the Spin-Off, as a result of conversion rate adjustments, the Note Hedges and the Warrants served to increase the effective conversion price for the 2014 Notes to $47.18 per share. The Note Hedges and Warrants were each separate instruments from the 2014 Notes. Note Hedges Pursuant to the Note Hedges, we purchased call options on our common stock, under which we had the right to acquire from the counterparties up to approximately 9,865,000 shares of our common stock at a price of $40.55, which was equal to the adjusted conversion price of the 2014 Notes as a result of the Spin-Off. The Note Hedges were intended to reduce our exposure to potential dilution upon conversion of the 2014 Notes. We paid $60.8 million for the Note Hedges, which was recorded as a charge to additional paid-in capital. Our exercise rights under the Note Hedges were automatically triggered upon conversion of any 2014 Notes and the Note Hedges otherwise terminated upon maturity of the 2014 Notes on June 1, 2021. In connection with the maturity of the 2014 Notes on June 1, 2021, we received approximately 1,250,000 shares of our common stock from the counterparties under the Note Hedges, which offset the dilution resulting from the stock settlement of the conversion premium on the 2014 Notes as the market value per share of our common stock, as measured under the terms of the Note Hedges, was greater than the strike price of the Note Hedges. The Repurchased 2014 Notes as described above did not change the number of common shares subject to the Note Hedges as the counterparties agreed that the options under the Note Hedges remained outstanding notwithstanding such repurchase. Upon maturity of the 2014 Notes, we received approximately 42,000 shares of our common stock from the counterparties to the Note Hedges as reimbursement for the in-the-money portion of the Repurchased 2014 Notes. Warrants We sold the Warrants to several counterparties. Proceeds from the sale of the Warrants were $45.2 million and were recorded as additional paid-in capital. The Warrants expired incrementally on a series of expiration dates between August 30, 2021 and January 21, 2022. At each expiration date, the Warrants were exercised when the market price per share of our common stock exceeded the strike price of the Warrants, and we issued an aggregate of 293,143 shares of our common stock as part of the cashless exercise of approximately 5,031,000 Warrants. All outstanding Warrants were exercised or expired as of January 31, 2022. The Note Hedges and Warrants both qualified for classification within stockholders’ equity, and therefore no changes to their respective fair values were recorded in our consolidated statements of operations for any period. Credit Agreement On June 29, 2017, we entered into a credit agreement with certain lenders and terminated a prior credit agreement. The credit agreement was amended in 2018, 2020, 2021 and 2023, as further described below (as amended, the “Credit Agreement”). The Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan that was scheduled to mature on June 29, 2024 (the “Term Loan”) prior to being repaid by us in full, and a $300.0 million revolving credit facility maturing on April 9, 2026 (the “Revolving Credit Facility”). The Revolving Credit Facility replaced our prior $300.0 million revolving credit facility (the “Prior Revolving Credit Facility”) and is subject to increase and reduction from time to time according to the terms of the Credit Agreement. The majority of the proceeds from the Term Loan were used to repay all outstanding term loans under our prior credit agreement. Optional prepayments of loans under the Credit Agreement are generally permitted without premium or penalty. During the three months ended April 30, 2021, in addition to our regular quarterly $1.1 million principal payment, we repaid $309.0 million of our Term Loan, reducing the outstanding principal balance to $100.0 million. On April 27, 2023, we repaid the remaining $100.0 million outstanding principal balance on our Term Loan utilizing proceeds from borrowings under our Revolving Credit Facility, along with $0.5 million of accrued interest thereon. As a result, $0.2 million of combined deferred debt issuance costs and unamortized discount associated with the Term Loan were written off and are included within interest expense in our consolidated statement of operations for the year ended January 31, 2024. Interest rates on loans under the Credit Agreement are periodically reset, at our option, originally at either a Eurodollar Rate (which was derived from LIBOR) or an alternative base rate (“ABR”) (each as defined in the Credit Agreement), plus in each case a margin. On May 10, 2023, we entered into an amendment to the Credit Agreement (the “Fourth Amendment”) related to the phase-out of LIBOR by the UK Financial Conduct Authority. Effective July 1, 2023, borrowings under the Credit Agreement bear interest, at our option, at either: (i) the ABR, plus the applicable margin therefor or (ii) the adjusted Term Secured Overnight Financing Rate published by the CME Term SOFR Administrator (as more fully defined and set forth in the Credit Agreement, “Adjusted Term SOFR”), plus the applicable margin therefor. The applicable margin in each case is determined based on our Leverage Ratio (as defined below) and ranges from 0.25% to 1.25% for borrowings bearing interest at the ABR and from 1.25% to 2.25% for borrowings bearing interest based on Adjusted Term SOFR. Borrowings outstanding under the Revolving Credit Facility were $100.0 million at January 31, 2024, which is included in long-term debt on our consolidated balance sheet. For borrowings under the Revolving Credit Facility, the applicable margin is determined by reference to our Consolidated Total Debt to Consolidated EBITDA (each as defined in the Credit Agreement) leverage ratio (the "Leverage Ratio"). As of January 31, 2024, the interest rate on our Revolving Credit Facility borrowings was 6.95%. In addition, we are required to pay a commitment fee with respect to unused availability under the Revolving Credit Facility at rates per annum determined by reference to our Leverage Ratio. The proceeds of borrowings under the Revolving Credit Facility may be used for working capital and general corporate purposes, including for permitted acquisitions and permitted stock repurchases, and the repayment of term loans, if any. Our obligations under the Credit Agreement are guaranteed by each of our direct and indirect existing and future material domestic wholly owned restricted subsidiaries, and are secured by a security interest in substantially all of our assets and the assets of the guarantor subsidiaries, subject to certain exceptions. The Credit Agreement contains certain customary affirmative and negative covenants for credit facilities of this type. The Credit Agreement also contains a financial covenant that, solely with respect to the Revolving Credit Facility, requires us to maintain a Leverage Ratio of no greater than 4.50 to 1. The limitations imposed by the covenants are subject to certain exceptions as detailed in the Credit Agreement. We were in compliance with all of the financial covenants of the Credit Agreement as of January 31, 2024. The Credit Agreement provides for events of default with corresponding grace periods that we believe are customary for credit facilities of this type. Upon an event of default, all of our obligations owed under the Credit Agreement may be declared immediately due and payable, and the lenders’ commitments to make loans under the Credit Agreement may be terminated. Deferred debt issuance costs associated with the Term Loan were amortized using the effective interest rate method, and deferred debt issuance costs associated with the Revolving Credit Facility are being amortized on a straight-line basis. Interest Expense The following table presents the components of interest expense incurred on the 2021 Notes, the 2014 Notes, and on borrowings under our Credit Agreement for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 2021 Notes: Interest expense at 0.25% coupon rate $ 788 $ 787 $ 639 Amortization of deferred debt issuance costs 1,776 1,762 1,416 Total Interest Expense — 2021 Notes $ 2,564 $ 2,549 $ 2,055 2014 Notes: Interest expense at 1.50% coupon rate $ — $ — $ 1,933 Amortization of deferred debt issuance costs — — 522 Total Interest Expense — 2014 Notes $ — $ — $ 2,455 Borrowings under Credit Agreement: Interest expense at contractual rates $ 6,896 $ 4,114 $ 3,366 Impact of interest rate swap agreement — — 1,014 Amortization of debt discounts 5 19 18 Amortization of deferred debt issuance costs 739 863 930 Losses on early retirements of debt 237 — — Total Interest Expense — Borrowings under Credit Agreement $ 7,877 $ 4,996 $ 5,328 Please refer to Note 13, “Derivative Financial Instruments” for information regarding our interest rate swap. |
SUPPLEMENTAL CONSOLIDATED FINAN
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | 12 Months Ended |
Jan. 31, 2024 | |
Condensed Financial Information Disclosure [Abstract] | |
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION Consolidated Balance Sheets Inventories consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Raw materials $ 4,402 $ 3,325 Work-in-process 69 40 Finished goods 9,738 9,263 Total inventories $ 14,209 $ 12,628 Property and equipment, net consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Land and buildings $ 779 $ 820 Leasehold improvements 11,837 15,026 Software 56,203 73,569 Equipment, furniture, and other 28,505 41,966 Total cost 97,324 131,381 Less: accumulated depreciation and amortization (49,620) (66,571) Total property and equipment, net $ 47,704 $ 64,810 Depreciation expense on property and equipment was $27.9 million, $18.6 million, and $20.7 million in the years ended January 31, 2024, 2023, and 2022, respectively. Prepaid and other current assets consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Prepaid expenses $ 25,718 $ 23,766 Other current assets 25,614 27,257 CTI litigation settlement indemnification asset - current portion 4,750 11,250 Cloud computing implementation costs, net - current portion 3,423 598 Insurance recovery receivable — 12,503 Total prepaid expenses and other current assets $ 59,505 $ 75,374 Other assets consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Deferred commissions $ 54,757 $ 54,512 Long-term contract assets, net 31,379 37,950 Capitalized software development costs, net 25,319 23,527 Cloud computing implementation costs, net - long-term portion 6,579 2,591 Noncontrolling equity investments 5,146 5,146 Long-term deferred cost of revenue 3,026 4,951 Contingent consideration receivable - long-term portion 2,685 — SAFE investment 1,700 — CTI litigation settlement indemnification asset - long-term portion — 4,750 Other 8,959 14,855 Total other assets $ 139,550 $ 148,282 We expensed $1.5 million, $0.1 million, and $0.1 million of capitalized cloud computing implementation costs in the years ended January 31, 2024, 2023, and 2022, respectively. Accumulated amortization for these costs was $1.6 million and $0.1 million as of January 31, 2024 and 2023, respectively. Accrued expenses and other current liabilities consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Compensation and benefits, excluding bonus $ 54,727 $ 53,460 Accrued bonus 25,816 20,306 Taxes other than income taxes 13,148 16,346 Preferred Stock dividends payable 10,400 10,400 Operating lease obligations - current portion 5,492 7,965 CTI litigation settlement liability - current portion 4,750 11,250 Contingent consideration - current portion 4,446 4,496 Income taxes 2,394 443 Professional and consulting fees 1,983 2,635 DOJ legal settlement liability — 7,000 Other 14,277 21,643 Total accrued expenses and other current liabilities $ 137,433 $ 155,944 Other liabilities consisted of the following as of January 31, 2024 and 2023: January 31 (in thousands) 2024 2023 Unrecognized tax benefits, including interest and penalties $ 71,330 $ 52,887 Contingent consideration - long-term portion 2,815 8,221 Finance lease obligations - long-term portion 1,087 2,308 CTI litigation settlement liability - long-term portion — 4,750 Other 833 466 Total other liabilities $ 76,065 $ 68,632 We capitalize certain costs incurred to develop our commercial software products, and we then recognize those costs within cost of revenue as the products are sold. Activity for our capitalized software development costs for the years ended January 31, 2024, 2023, and 2022 was as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Capitalized software development costs, net, beginning of year $ 23,527 $ 22,483 $ 19,250 Software development costs capitalized during the year 9,623 7,595 7,560 Amortization of capitalized software development costs (7,798) (6,407) (4,247) Write-offs of capitalized software development costs (136) (6) — Foreign currency translation and other 103 (138) (80) Capitalized software development costs, net, end of year $ 25,319 $ 23,527 $ 22,483 There were no material impairments of previously capitalized software development costs during the years ended January 31, 2024, 2023 and 2022. Consolidated Statements of Operations Other income (expense), net consisted of the following for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Foreign currency (losses) gains, net $ (439) $ 3,453 $ (1,644) Losses on derivative financial instruments, net — — (14,374) Change in fair value of future tranche right — — 15,810 Other, net (3,084) (1,471) 5,435 Total other (expense) income, net $ (3,523) $ 1,982 $ 5,227 Please refer to Note 9, “Convertible Preferred Stock” for additional information regarding the future tranche right. Consolidated Statements of Cash Flows The following table provides supplemental information regarding our consolidated cash flows for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Cash paid for interest $ 8,094 $ 4,661 $ 9,716 Cash payments of income taxes, net $ 14,970 $ 15,886 $ 42,917 Non-cash investing and financing transactions: Liabilities for contingent consideration in business combinations $ 2,265 $ 12,184 $ 900 Preferred Stock dividends declared $ 10,400 $ 10,400 $ 10,400 Finance leases of property and equipment $ 579 $ 647 $ 4,041 Settlement of Future Tranche Right upon issuance of Series B Preferred Stock $ — $ — $ 36,962 Retirement of treasury stock $ — $ 106,146 $ 234,999 Settlement of convertible note premium with common stock $ — $ — $ 59,131 Receipt of common stock from the counterparties under the Note Hedges $ — $ — $ 59,651 Accrued but unpaid purchases of property and equipment $ 371 $ 2,353 $ 750 Accrued but unpaid purchases of treasury stock $ — $ 616 $ — Receivable in exchange for sale of divested businesses $ 6,491 $ — $ — Excise tax on share repurchases $ 754 $ — $ — |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK | CONVERTIBLE PREFERRED STOCK On December 4, 2019, we entered into the Investment Agreement with the Apax Investor whereby, subject to certain closing conditions, the Apax Investor agreed to make an investment in us in an amount up to $400.0 million as follows: • On May 7, 2020, we issued a total of 200,000 shares of our Series A Preferred Stock for an aggregate purchase price of $200.0 million, or $1,000 per share, to the Apax Investor. In connection therewith, we incurred direct and incremental costs of $2.7 million, including financial advisory fees, closing costs, legal fees, and other offering-related costs. These direct and incremental costs reduced the carrying amount of the Series A Preferred Stock. • In connection with the completion of the Spin-Off, on April 6, 2021, we issued a total of 200,000 shares of our Series B Preferred Stock for an aggregate purchase price of $200.0 million, or $1,000 per share, to the Apax Investor. In connection therewith, we incurred direct and incremental costs of $1.3 million, including financial advisory fees, closing costs, legal fees, and other offering-related costs. These direct and incremental costs reduced the carrying amount of the Series B Preferred Stock. Each of the rights, preferences, and privileges of the Series A Preferred Stock and Series B Preferred Stock are set forth in separate certificates of designation filed with the Secretary of State of the State of Delaware on the applicable issuance date. Voting Rights Holders of the Preferred Stock have the right to vote on matters submitted to a vote of the holders of our common stock, on an as-converted basis; however, in no event will the holders of Preferred Stock have the right to vote shares of the Preferred Stock on an as-converted basis in excess of 19.9% of the voting power of the common stock outstanding immediately prior to December 4, 2019. Dividends and Liquidation Rights The Preferred Stock ranks senior to the shares of our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs. Shares of Preferred Stock have a liquidation preference of the greater of $1,000 per share or the amount that would be received if the shares are converted at the then applicable conversion price at the time of such liquidation. Each series of Preferred Stock pays dividends at an annual rate of 5.2% until May 7, 2024, and thereafter at a rate of 4.0%, subject to adjustment under certain circumstances. Dividends on the Preferred Stock are cumulative and payable semi-annually in arrears in cash. All dividends that are not paid in cash will remain accumulated dividends with respect to each share of Preferred Stock. The dividend rate is subject to increase (i) to 6.0% per annum in the event the number of shares of common stock into which the Preferred Stock could be converted exceeds 19.9% of the voting power of outstanding common stock on December 4, 2019 (unless we obtain shareholder approval of the issuance of common stock upon conversion of the Preferred Stock) and (ii) by 1.0% each year, up to a maximum dividend rate of 10.0% per annum, in the event we fail to satisfy our obligations to redeem the Preferred Stock in specified circumstances. For the year ended January 31, 2024, we paid $20.8 million of preferred stock dividends, $10.4 million of which was accrued as of January 31, 2023, and there were $12.1 million of cumulative unpaid preferred stock dividends at January 31, 2024, of which $10.4 million was declared and recorded within accrued expenses and other liabilities on our consolidated balance sheet as of January 31, 2024. We reflected $20.8 million, $20.8 million, and $18.9 million of preferred stock dividends in our consolidated results of operations, for purposes of computing net loss attributable to Verint Systems Inc. common shares, for the years ended January 31, 2024, 2023, and 2022, respectively. Conversion The Series A Preferred Stock was initially convertible into common stock at the election of the holder, subject to certain conditions, at an initial conversion price of $53.50 per share. The initial conversion price represented a conversion premium of 17.1% over the volume-weighted average price per share of our common stock over the 45 consecutive trading days immediately prior to December 4, 2019. In accordance with the Investment Agreement, the Series A Preferred Stock did not participate in the Spin-Off distribution of the Cognyte shares, which occurred on February 1, 2021, and the Series A Preferred Stock conversion price was instead adjusted to $36.38 per share based on the ratio of the relative trading prices of Verint and Cognyte following the Spin-Off. The Series B Preferred Stock is convertible at a conversion price of $50.25, based in part on our trading price over the 20-day trading period following the Spin-Off. As of January 31, 2024, the maximum number of shares of common stock that could be required to be issued upon conversion of the outstanding shares of Preferred Stock was approximately 9.8 million shares and Apax’s ownership in us on an as-converted basis was approximately 13.5%. Beginning May 7, 2023, in the case of the Series A Preferred Stock, and April 6, 2024, in the case of the Series B Preferred Stock, we have the option to require that all (but not less than all) of the then-outstanding shares of Preferred Stock of the series convert into common stock if the volume-weighted average price per share of the common stock for at least 30 trading days in any 45 consecutive trading day period exceeds 175% of the then-applicable conversion price of such series (a “Mandatory Conversion”). As of January 31, 2024, the volume-weighted average price per share of common stock has not exceeded 175% of the $36.38 conversion price of the Series A Preferred Stock. We may redeem any or all of the Preferred Stock of a series for cash at any time after May 7, 2026, in the case of the Series A Preferred Stock, and April 6, 2027, in the case of the Series B Preferred Stock, at a redemption price equal to 100% of the liquidation preference of the shares of the Preferred Stock, plus any accrued and unpaid dividends to, but excluding, the redemption date, plus a make-whole amount designed to allow the Apax Investor to earn a total 8.0% internal rate of return on such shares. The Preferred Stock may not be sold or transferred without our prior written consent. The common stock issuable upon conversion of the Preferred Stock is not subject to this restriction. The restriction on the sale or transfer of the Preferred Stock does not apply to certain transfers to one or more permitted co-investors or transfers or pledges of the Preferred Stock pursuant to the terms of specified margin loans entered into by the Apax Investor as well as transfers effected pursuant to a merger, consolidation, or similar transaction consummated by us and transfers that are approved by our board of directors. At any time after November 7, 2028, in the case of the Series A Preferred Stock, and October 6, 2029, in the case of the Series B Preferred Stock, or upon the occurrence of a change of control triggering event (as defined in the certificates of designation), the holders of the applicable series of Preferred Stock will have the right to cause us to redeem all of the outstanding shares of Preferred Stock for cash at a redemption price equal to 100% of the liquidation preference of the shares of such series, plus any accrued and unpaid dividends to, but excluding, the redemption date. Therefore, the Preferred Stock has been classified as temporary equity on our consolidated balance sheets as of January 31, 2024 and 2023, separate from permanent equity, as the potential required repurchase of the Preferred Stock, however remote in likelihood, is not solely under our control. As of January 31, 2024, the Preferred Stock was not redeemable, and we have concluded that it is currently not probable of becoming redeemable, including from the occurrence of a change in control triggering event. The holders’ redemption rights which occur at November 7, 2028, in the case of the Series A Preferred Stock, and October 6, 2029, in the case of the Series B Preferred Stock, are not considered probable because there is a more than remote likelihood that the Mandatory Conversion may occur prior to such redemption rights. We therefore did not adjust the carrying amount of the Preferred Stock to its current redemption amount, which was its liquidation preference at January 31, 2024 plus accrued and unpaid dividends. As of January 31, 2024, the stated value of the liquidation preference for each series of Preferred Stock was $200.0 million and cumulative, unpaid dividends on the Series A Preferred Stock and the Series B Preferred Stock were $6.1 million and $6.1 million, respectively. Future Tranche Right We determined that our obligation to issue and the Apax Investor’s obligation to purchase 200,000 shares of the Series B Preferred Stock in connection with the completion of the Spin-Off and the satisfaction of other customary closing conditions (the “Future Tranche Right”) met the definition of a freestanding financial instrument as the Future Tranche Right is legally detachable and separately exercisable from the Series A Preferred Stock. At issuance, we allocated a portion of the proceeds from the issuance of the Series A Preferred Stock to the Future Tranche Right based upon its fair value at such time, with the remaining proceeds being allocated to the Series A Preferred Stock. The Future Tranche Right was remeasured at fair value each reporting period until the settlement of the right (at the time of the issuance of the Series B Preferred Stock), and changes in its fair value were recognized as a non-cash charge or benefit within other income (expense), net in the consolidated statement of operations. Upon issuance of the Series A Preferred Stock on May 7, 2020, the Future Tranche Right was recorded as an asset of $3.4 million, as the purchase price of the Series B Preferred Stock was greater than its estimated fair value at the expected settlement date. This resulted in a $203.4 million carrying value, before direct and incremental issuance costs, for the Series A Preferred Stock. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock Dividends We did not declare or pay any cash dividends on our common stock during the years ended January 31, 2024, 2023, and 2022. Under the terms of our Credit Agreement, we are subject to certain restrictions on declaring and paying cash dividends on our common stock. In connection with the Spin-Off, each holder of Verint’s common stock received one ordinary share of Cognyte for every share of common stock of Verint held of record as of the close of business on January 25, 2021. Treasury Stock From time to time, our board of directors has approved limited programs to repurchase shares of our common stock from our 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. We periodically purchase common stock from our directors, officers, and other employees to facilitate income tax withholding by us or the payment of required income taxes by such holders in connection with the vesting of equity awards occurring during a Company-imposed trading blackout or lockup period. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. No treasury stock remained outstanding at January 31, 2024 and 2023, respectively. Stock Repurchase Programs On December 7, 2022, we announced that our board of directors had authorized a stock repurchase program for the period from December 12, 2022 until January 31, 2025, whereby we may repurchase shares of common stock in an amount not to exceed, in the aggregate, $200.0 million during the repurchase period. During the year ended January 31, 2024, we repurchased approximately 4,124,000 shares of our common stock for a cost of $124.4 million, including an excise tax of $0.8 million, under the current stock repurchase program, as well as approximately 1,000 shares to facilitate income tax withholding or payments as described above. During the year ended January 31, 2024, we retired all 4,125,000 shares of our common stock with a cost of $124.4 million, which was recorded as a reduction of common stock and additional paid-in capital. These shares were returned to the status of authorized and unissued shares. Subsequent to January 31, 2024, through March 25, 2024, we repurchased approximately 463,000 shares of our common stock for $14.4 million under this program. Repurchases were financed with available cash in the United States. Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the IRA. The excise tax of $0.8 million was recognized as part of the cost basis of shares acquired in the consolidated statements of stockholders’ equity during the year ended January 31, 2024. During the year ended January 31, 2023 we repurchased approximately 2,659,000 shares of our common stock for a cost of $129.6 million, which included $105.7 million of share repurchases under a prior authorized stock repurchase program, $23.5 million under the current stock repurchase program, as well as other repurchases to facilitate income tax withholding or payments as described above. During the year ended January 31, 2023, we retired all 2,659,000 shares of our common stock with a cost of $129.6 million, which was recorded as a reduction of common stock and additional paid-in capital. These shares were returned to the status of authorized and unissued shares. Issuance of Convertible Preferred Stock On December 4, 2019, in conjunction with the planned Spin-Off , we announced that an affiliate of Apax Partners would invest up to $400.0 million in us, in the form of convertible preferred stock. Under the terms of the Investment Agreement, the Apax Investor purchased $200.0 million of our Series A Preferred Stock, which closed on May 7, 2020. In connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock, which closed on April 6, 2021. As of January 31, 2024, Apax’s ownership in us on an as-converted basis was approximately 13.5%. Please refer to Note 9, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes items such as foreign currency translation adjustments and unrealized gains and losses on derivative financial instruments designated as hedges. Accumulated other comprehensive loss is presented as a separate line item in the stockholders’ equity section of our consolidated balance sheets. Accumulated other comprehensive loss items have no impact on our net income (loss) as presented in our consolidated statements of operations. The following table summarizes changes in the components of our accumulated other comprehensive loss by component for the years ended January 31, 2024 and 2023: (in thousands) Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges Foreign Currency Translation Adjustments Total Accumulated other comprehensive loss at January 31, 2022 $ (48) $ (118,467) $ (118,515) Other comprehensive loss before reclassifications (588) (35,545) (36,133) Amounts reclassified out of accumulated other comprehensive loss (549) — (549) Net other comprehensive loss (39) (35,545) (35,584) Accumulated other comprehensive loss at January 31, 2023 (87) (154,012) (154,099) Other comprehensive (loss) income before reclassifications (329) 10,123 9,794 Amounts reclassified out of accumulated other comprehensive loss (557) — (557) Cumulative currency translation loss realized from divestiture — (786) (786) Net other comprehensive income 228 10,909 11,137 Accumulated other comprehensive income (loss) at January 31, 2024 $ 141 $ (143,103) $ (142,962) 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 loss into the consolidated statements of operations, with presentation location, for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, Financial Statement Location (in thousands) 2024 2023 2022 Unrealized (losses) gains on derivative financial instruments: Foreign currency forward contracts $ (7) $ (1) $ 1 Cost of recurring revenue (59) (60) 24 Cost of nonrecurring revenue (416) (392) 142 Research and development, net (194) (207) 65 Selling, general and administrative (676) (660) 232 Total, before income taxes 119 111 (39) Provision for income taxes $ (557) $ (549) $ 193 Total, net of income taxes Interest rate swap agreement $ — $ — $ (1,014) Interest expense — — (15,655) Other income (expense), net — — (16,669) Total, before income taxes — — 3,638 Benefit from income taxes $ — $ — $ (13,031) Total, net of income taxes Foreign currency translation loss: $ (786) $ — $ — Selling, general and administrative — — — Provision for income taxes $ (786) $ — $ — Total, net of income taxes |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income before provision for income taxes for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Domestic $ (13,507) $ (6,676) $ (12,492) Foreign 74,779 61,438 51,996 Total income before provision for income taxes $ 61,272 $ 54,762 $ 39,504 The provision for income taxes for the years ended January 31, 2024, 2023, and 2022 consisted of the following: Year Ended January 31, (in thousands) 2024 2023 2022 Current provision for income taxes: Federal $ 20,128 $ 30,637 $ 3,215 State 2,784 2,733 1,121 Foreign 16,365 15,277 30,840 Total current provision for income taxes 39,277 48,647 35,176 Deferred (benefit from) provision for income taxes: Federal (17,086) (8,010) 6,714 State (133) (699) 255 Foreign (420) (835) (18,292) Total deferred benefit from income taxes (17,639) (9,544) (11,323) Total provision for income taxes $ 21,638 $ 39,103 $ 23,853 The reconciliation of the U.S. federal statutory rate to our effective tax rate on income before provision for income taxes for the years ended January 31, 2024, 2023, and 2022 was as follows: Year Ended January 31, (in thousands) 2024 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Income tax provision at the U.S. federal statutory rate $ 12,867 $ 11,499 $ 8,296 State income tax (benefit) provision (695) 2,617 (1,238) Foreign tax rate differential 6,556 3,244 6,262 Tax incentives (5,403) (3,779) (6,378) Valuation allowances 8,464 (292) 2,616 Stock-based and other compensation 5,612 3,347 897 Litigation and other non-deductible expenses (475) 1,770 (238) Tax credits (17,012) 321 117 Tax contingencies (1,597) 2,333 2,108 Change in fair value of future tranche right — — (3,320) Tax effects of business divestiture (1,372) — — Changes in tax laws 89 9 1,552 U.S. tax effects of foreign operations 14,903 18,642 13,480 Other, net (299) (608) (301) Total provision for income taxes $ 21,638 $ 39,103 $ 23,853 Effective income tax rate 35.3 % 71.4 % 60.4 % The January 31, 2024 tax credits benefit of $17.0 million includes a benefit of $14.3 million related to the generation of research tax credits. Our operations in Israel qualify for an alternative tax incentive program known as a Preferred Technological Enterprise (“PTE”). Pursuant to Amendment 73 to the Investment Law adopted in 2017, a company located in the Center of Israel that meets the conditions for PTE is subject to a 12% tax rate on eligible income. Income not eligible for PTE benefits is taxed at the regular corporate rate of 23%, excluding income derived from manufacturing activity which is entitled to tax benefits according to the “Preferred Enterprise” regime. Income eligible for tax benefits under the Preferred Enterprise regime is taxed at 16%. In total, tax incentives decreased our effective tax rate by 8.8%, 6.9%, and 16.1% for the years ended January 31, 2024, 2023, and 2022, respectively. Deferred tax assets and liabilities consisted of the following at January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Deferred tax assets: Accrued expenses $ 2,843 $ 4,506 Operating lease liabilities 6,054 7,974 Loss carryforwards 23,171 20,483 Tax credits 14,241 5,408 Stock-based and other compensation 5,593 3,963 Capitalized research and development expenses 31,530 18,669 Other, net 1,193 995 Total deferred tax assets 84,625 61,998 Deferred tax liabilities: Prepaid expenses (2,497) (2,600) Depreciation of property and equipment (1,931) (2,732) Deferred cost of revenue (8,810) (9,707) Goodwill and other intangible assets (19,252) (20,607) Unremitted earnings of foreign subsidiaries (3,137) (1,784) Operating lease right-of-use assets (3,965) (5,241) Total deferred tax liabilities (39,592) (42,671) Valuation allowance (28,891) (20,357) Net deferred tax assets (liabilities) $ 16,142 $ (1,030) Recorded as: Deferred tax assets $ 25,697 $ 10,719 Deferred tax liabilities (9,555) (11,749) Net deferred tax assets (liabilities) $ 16,142 $ (1,030) As required by the 2017 Tax Cuts and Jobs Act, effective February 1, 2022 certain research and development expenditures were capitalized and amortized for U.S. income tax purposes. These expenditures are the primary component of the capitalized research and development deferred tax asset. At January 31, 2024, we had U.S. federal NOL carryforwards of approximately $55.4 million. Except for $11.1 million of NOLs that can be carried forward indefinitely, these loss carryforwards expire in various years ending from January 31, 2025 to January 31, 2037. We had state NOL carryforwards of approximately $164.0 million. Except for $5.0 million of NOLs that can be carried forward indefinitely, those loss carryforwards expire in various years ending from January 31, 2025 to January 31, 2042. We had foreign NOL carryforwards of approximately $20.9 million. At January 31, 2024, all but $0.5 million of these foreign loss carryforwards had indefinite carryforward periods. Certain of these federal, state, and foreign loss carryforwards and credits are subject to Internal Revenue Code Section 382 or similar provisions, which impose limitations on their utilization following certain changes in ownership of the entity generating the loss carryforward. We had U.S. federal, state, and foreign tax credit carryforwards of approximately $18.0 million at January 31, 2024, the utilization of which is subject to limitation. At January 31, 2024, approximately $5.1 million of these tax credit carryforwards may be carried forward indefinitely. The balance of $12.9 million expires in various years ending from January 31, 2028 to January 31, 2043. We currently intend to continue to indefinitely reinvest a portion of the earnings of our foreign subsidiaries to finance foreign activities. Except to the extent that earnings of our foreign subsidiaries have been subject to U.S. taxation as of January 31, 2024, and withholding taxes of $3.1 million accrued as of January 31, 2024 with respect to certain identified cash that may be repatriated to the United States, we have not provided tax on the outside basis difference of foreign subsidiaries nor have we provided for any additional withholding or other tax that may be applicable should a future distribution be made from any unremitted earnings of foreign subsidiaries. Due to complexities in the laws of the foreign jurisdictions and the assumptions that would have to be made, it is not practicable to estimate the total amount of income and withholding taxes that would have to be provided on such earnings. As required by the authoritative guidance on accounting for income taxes, we evaluate the realizability of deferred income tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred income tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred income tax assets are not more-likely-than-not realizable, we establish a valuation allowance. We determined that there is sufficient negative evidence to maintain the valuation allowances against certain state and foreign deferred income tax assets as a result of historical losses in the most recent three-year period in certain state and foreign jurisdictions. We intend to maintain valuation allowances until sufficient positive evidence exists to support a reversal. We have recorded valuation allowances in the amounts of $28.9 million and $20.4 million at January 31, 2024 and 2023, respectively. Activity in the recorded valuation allowance consisted of the following for the years ended January 31, 2024 and 2023: Year Ended January 31, (in thousands) 2024 2023 Valuation allowance, beginning of year $ (20,357) $ (20,711) Income tax (provision) benefit (8,464) 292 Currency translation adjustment and other (70) 62 Valuation allowance, end of year $ (28,891) $ (20,357) 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, 2024, 2023, and 2022, the aggregate changes in the balance of gross unrecognized tax benefits were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Gross unrecognized tax benefits, beginning of year $ 87,928 $ 84,229 $ 84,847 Increases related to tax positions taken during the current year 853 645 672 Increases related to tax positions taken during prior years 1,598 4,260 430 (Decreases) increases related to foreign currency exchange rates (174) (404) 45 Reductions for tax positions of prior years (843) (84) (152) Lapses of statutes of limitations (6,098) (718) (1,613) Gross unrecognized tax benefits, end of year $ 83,264 $ 87,928 $ 84,229 During the fourth quarter of the year ended January 31, 2023, we identified and recorded a $4.7 million out-of-period adjustment related to uncertain tax positions associated with Cognyte in fiscal years prior to the Spin-Off. We recorded a corresponding indemnification asset, within other assets in our consolidated balance sheet, as we are indemnified by Cognyte under the Tax Matters Agreement for this uncertain tax position. We also recorded a $5.7 million adjustment to increase additional paid-in capital and accumulated deficit in stockholders’ equity during the fourth quarter of the year ended January 31, 2023 in connection with this adjustment. The impact of these adjustments was not material, individually or in the aggregate, to any of our previously issued consolidated financial statements. During the fourth quarter of the year ended January 31, 2024, the uncertain tax positions associated with Cognyte, as well as the corresponding indemnification asset, were reversed due to the expiration of the statute of limitations. We had unrecognized income tax benefits of $83.3 million (excluding interest and penalties) as of January 31, 2024, that, if recognized, would impact the effective income tax rate. We recorded $1.4 million, $1.4 million, and $0.5 million of tax expense for interest and penalties related to uncertain tax positions in our provision for income taxes for the years ended January 31, 2024, 2023, and 2022, respectively. The accrued liability for interest and penalties was $6.4 million and $5.2 million at January 31, 2024 and 2023, respectively. Interest and penalties are recorded as a component of the provision for income taxes in the consolidated statements of operations. Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. In the United Kingdom, with the exception of years which are currently under examination, we are no longer subject to income tax examination for years prior to January 31, 2021. In the United States, our federal returns are no longer subject to income tax examination for years prior to January 31, 2021. However, to the extent we generated NOLs or tax credits in closed tax years, future use of the NOL or tax credit carry forward balance would be subject to examination within the relevant statute of limitations for the year in which the carryforward is utilized. As of January 31, 2024, income tax returns are under examination in the following significant tax jurisdictions: Jurisdiction Tax Years United Kingdom December 31, 2006, January 31, 2008 India March 31, 2010 - March 31, 2013, March 31, 2017, March 31, 2020, March 31, 2022 Israel January 31, 2019 - January 31, 2022 Brazil December 31, 2018 Philippines January 31, 2021 - January 31, 2023 We regularly assess the adequacy of our provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes. As a result, we may adjust the reserves for unrecognized income tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation. Further, we believe that it is reasonably possible that the total amount of unrecognized income tax benefits at January 31, 2024 could decrease by approximately $7.6 million in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation. Such decreases may involve the payment of additional income taxes, the adjustment of deferred income taxes including the need for additional valuation allowances, and the recognition of income tax benefits. Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. We also believe that it is reasonably possible that new issues may be raised by tax authorities or developments in tax audits may occur, which would require increases or decreases to the balance of reserves for unrecognized income tax benefits; however, an estimate of such changes cannot reasonably be made. The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines address the increasing digitalization of the global economy, re-allocating taxing rights among countries. The European Union and many other member states have committed to adopting Pillar 2 which calls for a global minimum tax of 15% to be effective for tax years beginning in 2024. Certain jurisdictions in which we operate have enacted Pillar 2 legislation and others are considering changes to their tax laws to adopt the Pillar 2 proposals. We are monitoring developments and evaluating the impacts these new rules will have on our tax rate, including eligibility to qualify for safe harbor rules. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of January 31, 2024 and 2023: January 31, 2024 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 85,647 $ — $ — U.S. Treasury bills, classified as cash and cash equivalents 249 — — Foreign currency forward contracts — 183 — Contingent consideration receivable — — 2,685 Total assets $ 85,896 $ 183 $ 2,685 Liabilities: Foreign currency forward contracts $ — $ 11 $ — Contingent consideration — business combinations — 3,750 3,511 Total liabilities $ — $ 3,761 $ 3,511 January 31, 2023 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 96,941 $ — $ — Commercial paper, classified as cash and cash equivalents — 50,869 $ — Foreign currency forward contracts — 19 — Contingent consideration receivable — 8 — Total assets $ 96,941 $ 50,896 $ — Liabilities: Foreign currency forward contracts $ — $ 124 $ — Contingent consideration — business combinations — — 12,717 Total liabilities $ — $ 124 $ 12,717 On January 31, 2024, we completed the sale of a service business for manual quality managed services for no upfront cash consideration. We estimated the sale price under the sale agreement to be $6.0 million based on (i) the estimated fair value of our share of the future adjusted operating income (as defined in the agreement) of the business, to be paid annually over a minimum of six years following the transaction closing date, (ii) the amount by which the closing working capital of the business exceeds the working capital target, and (iii) the estimated amount of future collections of outstanding receivables as of the closing date from a certain customer, net of certain expenses. We determined the estimated fair value of the contingent consideration with the assistance of a third-party valuation specialist and estimates made by management. The fair value of the contingent consideration receivable was $2.7 million as of January 31, 2024, which is included within other assets on our consolidated balance sheets. 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, 2024 and 2023: Year Ended January 31, (in thousands) 2024 2023 Fair value measurement, beginning of year $ 12,717 $ — Contingent consideration liabilities recorded for business combinations 2,265 12,184 Changes in fair values, recorded in operating expenses (3,043) 408 Payments of contingent consideration (4,906) — Foreign currency translation and other 228 125 Transfer of contingent consideration liability to Level 2 of the fair value hierarchy (3,750) — Fair value measurement, end of year $ 3,511 $ 12,717 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 and U.S. Treasury Bills - We value our money market funds and U.S. treasury bills using quoted active market prices for such instruments. Short-term Investments, Corporate Debt Securities, and Commercial Paper - The fair values of short-term investments, as well as corporate debt securities and commercial paper classified as cash equivalents, are estimated using observable market prices for identical securities that are traded in less-active markets, if available. When observable market prices for identical securities are not available, we value these short-term investments using non-binding market price quotes from brokers which we review for reasonableness using observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model. Foreign Currency Forward Contracts - The estimated fair value of foreign currency forward contracts is based on quotes received from the counterparties thereto. These quotes are reviewed for reasonableness by discounting the future estimated cash flows under the contracts, considering the terms and maturities of the contracts and market foreign currency exchange rates using readily observable market prices for similar contracts. Contingent Consideration Assets and Liabilities - Business Combinations and Divestitures - The fair value of the contingent consideration related to business combinations and divestitures is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. We remeasure the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within selling, general, and administrative expenses. Increases or decreases in discount rates would have inverse impacts on the related fair value measurements, while favorable or unfavorable changes in expectations of achieving performance targets would result in corresponding increases or decreases in the related fair value measurements. We utilized discount rates ranging from 5.8% to 6.4%, with a weighted average discount rate of 6.2% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2024. We utilized discount rates ranging from 6.6% to 7.6%, with a weighted average discount rate of 6.9% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2023. We utilized discount rates ranging from 7.5% to 8.9%, with a weighted average discount rate of 7.8% in our calculation of the estimated fair value of our contingent consideration asset as of January 31, 2024. As of January 31, 2024, $3.8 million of the fair value of the contingent consideration liability was based on actual achievement through the performance periods ended January 31, 2024, and was transferred to Level 2 of the fair value hierarchy as the fair value was determined based on other significant observable inputs. There was no transfer between levels of the fair value measurement hierarchy during the year ended January 31, 2023. Other Financial Instruments The carrying amounts of accounts receivable, contract assets, accounts payable, and accrued liabilities and other current liabilities approximate fair value due to their short maturities. The estimated fair value of our Revolving Credit Facility borrowing was approximately $99.0 million at January 31, 2024. The estimated fair value of our Term Loan borrowing was approximately $100.0 million at January 31, 2023. On April 27, 2023, we repaid in full the remaining $100.0 million outstanding balance on our Term Loan utilizing proceeds from borrowings under our Revolving Credit Facility. We had no borrowings under our Revolving Credit Facility at January 31, 2023. The estimated fair values of the Term Loan borrowings were based upon indicative bid and ask prices as determined by the agent responsible for the syndication of our term loans. We considered these inputs to be within Level 3 of the fair value hierarchy because we could not reasonably observe activity in the limited market in which participation in our Term Loan was traded. The estimated fair value of borrowings under our Revolving Credit Facility is based upon indicative market values provided by one of our lenders. The indicative prices provided to us at January 31, 2024 and 2023 did not significantly differ from par value. The estimated fair values of our 2021 Notes were approximately $281.0 million and $282.0 million at January 31, 2024 and 2023, respectively. The estimated fair values of the 2021 Notes were determined based on quoted bid and ask prices in the over-the-counter market in which the 2021 Notes traded. We consider these inputs to be within Level 2 of the fair value hierarchy. Assets and Liabilities Not Measured at Fair Value on a Recurring Basis In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. Further details regarding our regular impairment reviews appear in Note 1, “Summary of Significant Accounting Policies”. Assets Held for Sale We initially measure an asset that is classified as held for sale at the lower of its carrying amount or fair value less costs to sell. We assess the fair value of an asset less costs to sell each reporting period that it remains classified as held for sale, and report any subsequent changes as an adjustment to the carrying amount of the asset. Assets are not depreciated or amortized while they are classified as held for sale. During the three months ended July 31, 2022, we commenced plans to sell an approximately 50,000-square foot office building. In November 2022, we completed the sale of the office building and removed the carrying value of approximately $0.9 million from our consolidated balance sheet, which was included within property and equipment, net. We recorded an impairment loss of $2.0 million which adjusted the carrying amount of the asset to its fair value less costs to sell, of which $1.8 million was recorded within selling, general, and administrative expenses and $0.2 million was recorded within other income (expense), net in our consolidated statement of operations for the year ended January 31, 2023. Investments In March 2023, we invested approximately $1.1 million in a privately-held company via a simple agreement for future equity (“SAFE”). In July 2023, we made a second SAFE investment of $0.5 million, and in January 2024, we made a third SAFE investment of $0.1 million for a total investment of approximately $1.7 million. The SAFE provides that, upon the completion by such company of a qualified equity financing, we will automatically receive the number of shares of capital stock of such company equal to the SAFE purchase amount divided by the Discount Price (as such term is defined in the SAFE). If there is a liquidity event affecting such company, such as a change in control or initial public offering, we will receive a cash payment equal to the greater of (a) the SAFE purchase amount or (b) the amount payable on the number of shares of common stock of such company equal to the SAFE purchase amount divided by the Liquidity Price (as such term is defined in the SAFE). Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer and is included within other assets on the consolidated balance sheets as of January 31, 2024. The carrying amount of our noncontrolling equity investments in privately-held companies without readily determinable fair values was $5.1 million as of January 31, 2024 and 2023. These investments are included within other assets on the consolidated balance sheets. There were no observable price changes in our investments in privately-held companies during the years ended January 31, 2024 and 2023. We did not recognize any impairments during the years ended January 31, 2024 and 2023. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jan. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes. Foreign Currency Forward Contracts Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Israeli shekel. We also periodically utilize foreign currency forward contracts to manage exposures resulting from forecasted customer collections to be remitted in currencies other than the applicable functional currency, and exposures from cash, cash equivalents and short-term investments denominated in currencies other than the applicable functional currency. These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk. We held outstanding foreign currency forward contracts with notional amounts of $6.3 million and $6.8 million as of January 31, 2024 and 2023, respectively. Interest Rate Swap Agreement On April 13, 2021, we paid $16.5 million to the counterparty to settle the 2018 Swap agreement prior to its June 2024 maturity. Upon settlement, we recorded an unrealized gain of $1.3 million in other income (expense), net to adjust the 2018 Swap to its fair value at settlement date and reclassified the remaining $15.7 million of pretax accumulated deferred losses from accumulated other comprehensive loss within stockholders’ equity to other income (expense), net in our consolidated statement of operations for the year ended January 31, 2022. The associated $3.7 million deferred tax asset was reclassified from accumulated other comprehensive loss and netted against income taxes receivable during the year ended January 31, 2022. Fair Values of Derivative Financial Instruments The fair values of our derivative financial instruments and their classifications in our consolidated balance sheets as of January 31, 2024 and 2023 were as follows: January 31, (in thousands) Balance Sheet Classification 2024 2023 Derivative assets: Foreign currency forward contracts: Designated as cash flow hedges Prepaid expenses and other current assets $ 183 $ 19 Total derivative assets $ 183 $ 19 Derivative liabilities: Foreign currency forward contracts: Designated as cash flow hedges Accrued expenses and other current liabilities $ 11 $ 124 Total derivative liabilities $ 11 $ 124 Derivative Financial Instruments in Cash Flow Hedging Relationships The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the consolidated statement of operations for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Net (losses) gains recognized in AOCL: Foreign currency forward contracts $ (399) $ (707) $ 85 $ (399) $ (707) $ 85 Net (losses) gains reclassified from AOCL to the consolidated statements of operations: Foreign currency forward contracts $ (676) $ (660) $ 232 Interest rate swap agreement — — (16,669) $ (676) $ (660) $ (16,437) For information regarding the line item locations of the net (losses) gains on derivative financial instruments reclassified out of AOCL into the consolidated statements of operations, see Note 10, “Stockholders’ Equity”. All of the foreign currency forward contracts underlying the net unrealized losses recorded in our accumulated other comprehensive loss at January 31, 2024 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 Losses recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended January 31, 2024, 2023, and 2022 were as follows: Classification in Consolidated Statements of Operations Year Ended January 31, (in thousands) 2024 2023 2022 Interest rate swap agreements Other income (expense), net $ — $ — $ (14,374) $ — $ — $ (14,374) |
STOCK-BASED COMPENSATION AND OT
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | 12 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS | STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS Stock-Based Compensation Plans Plan Summaries We issue stock-based incentive awards to eligible employees, directors and consultants, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options (both incentive and non-qualified), and other awards, under the terms of our outstanding stock benefit plans (the “Plans” or “Stock Plans”) and forms of equity award agreements approved by our board of directors. Awards are generally subject to multi-year vesting periods. We recognize compensation expense for awards on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods, reduced by estimated forfeitures. Upon issuance of restricted stock, exercise of stock options, or issuance of shares under the Plans, we generally issue new shares of common stock, but may issue treasury shares. Stock-Based Compensation Plans On June 22, 2023, our stockholders approved the Verint Systems Inc. 2023 Long-Term Stock Incentive Plan (the “2023 Plan”). Upon approval of the 2023 Plan, new awards were no longer permitted under our prior stock-based compensation plan (the “2019 Plan”). Awards outstanding at June 22, 2023 under the 2019 Plan or other previous stock-based compensation plans were not impacted by the approval of the 2023 Plan. Collectively, our stock-based compensation plans are referred to herein as the “Plans”. The 2023 Plan authorizes our board of directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, and performance compensation awards. Subject to adjustment as provided in the 2023 Plan, up to an aggregate of (i) 9,000,000 shares of our common stock plus (ii) 3,982,168 shares of our common stock available for issuance under the 2019 Plan as of June 22, 2023, plus (iii) the number of shares of our common stock that become available for issuance as a result of awards made under the 2019 Plan or the 2023 Plan that are forfeited, cancelled, exchanged, or that terminate or expire, may be issued or transferred in connection with awards under the 2023 Plan. Each stock option or stock-settled stock appreciation right granted under the 2023 Plan will reduce the available plan capacity by one share and each other award denominated in shares that is granted under the 2023 Plan will reduce the available plan capacity by 1.9 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, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Component of income before provision for income taxes: Cost of revenue - recurring $ 2,114 $ 2,856 $ 1,999 Cost of revenue - nonrecurring 2,017 2,806 3,029 Research and development, net 11,918 12,576 7,565 Selling, general and administrative 51,550 57,876 52,672 Total stock-based compensation expense 67,599 76,114 65,265 Income tax benefits related to stock-based compensation (before consideration of valuation allowances) 11,580 12,368 10,615 Total stock-based compensation, net of taxes $ 56,019 $ 63,746 $ 54,650 The following table summarizes stock-based compensation expense by type of award for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Restricted stock units and restricted stock awards $ 62,006 $ 68,258 $ 58,678 Stock bonus program and bonus share program 5,616 7,793 6,568 Total equity-settled awards 67,622 76,051 65,246 Phantom stock units (cash-settled awards) (23) 63 19 Total stock-based compensation expense $ 67,599 $ 76,114 $ 65,265 Awards under our stock bonus and bonus share programs are accounted for as liability-classified awards, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of our common stock, which for awards under our stock bonus program is determined using a discounted average price of our common stock. We recorded a $2.8 million net excess tax deficiency, and $0.6 million, and $2.5 million of net excess tax benefits resulting from our Stock Plans as a component of income tax expense for the years ended January 31, 2024, 2023, and 2022, respectively. Restricted Stock Units and Performance Stock Units We periodically award RSUs to our directors, officers, and other employees. The fair value of these awards is equivalent to the market value of our common stock on the grant date. RSUs are not shares of our common stock and do not have any of the rights or privileges thereof, including voting or dividend rights. On the applicable vesting date, the holder of an RSU becomes entitled to a share of our common stock. RSUs are subject to certain restrictions and forfeiture provisions prior to vesting. We periodically award PSUs to executive officers and certain employees that vest upon the achievement of specified performance goals or market conditions. We separately recognize compensation expense for each tranche of a PSU award as if it were a separate award with its own vesting date. For certain PSUs, an accounting grant date may be established prior to the requisite service period. Once a performance vesting condition has been defined and communicated, and the requisite service period has begun, our estimate of the fair value of PSUs requires an assessment of the probability that the specified performance criteria will be achieved, which we update at each reporting date and adjust our estimate of the fair value of the PSUs, if necessary. All compensation expense for PSUs with market conditions is recognized if the requisite service period is fulfilled, even if the market condition is not satisfied. RSUs, PSUs, or phantom stock units that are expected to settle with cash payments upon vesting, if any, are reflected as liabilities on our consolidated balance sheets. Such awards were insignificant at January 31, 2024, 2023, and 2022. The following table (“Award Activity Table”) summarizes activity for RSUs, PSUs, and other stock awards that reduce available Plan capacity under the Plans for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, 2024 2023 2022 (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 2,230 $ 52.42 2,454 $ 42.99 2,950 $ 35.97 Granted 2,127 $ 35.68 1,743 $ 54.98 1,540 $ 48.01 Released (1,433) $ 46.12 (1,733) $ 42.13 (1,800) $ 36.14 Forfeited (266) $ 43.70 (234) $ 48.86 (236) $ 40.23 Ending balance 2,658 $ 43.29 2,230 $ 52.42 2,454 $ 42.99 With respect to our stock bonus program, the activity presented in the table above only includes shares earned and released in consideration of the discount provided under that program. Consistent with the provisions of the Plans under which such shares are issued, other shares issued under the stock bonus program are not included in the table above because they do not reduce available plan capacity (since such shares are deemed to be purchased by the grantee at fair value in lieu of receiving an earned cash bonus). Activity presented in the table above includes all shares awarded and released under the bonus share program. Further details appear below under “Stock Bonus Program” and “Bonus Share Program”. Our RSU and PSU awards may include a provision which allows the awards to be settled with cash payments upon vesting, rather than with delivery of common stock, at the discretion of our board of directors. As of January 31, 2024, for such awards that are outstanding, settlement with cash payments was not considered probable, and therefore these awards have been accounted for as equity-classified awards and are included in the table above. The following table summarizes PSU activity in isolation under the Plans for the years ended January 31, 2024, 2023, and 2022 (these amounts are also included in the Award Activity Table above for 2024, 2023, and 2022): Year Ended January 31, (in thousands) 2024 2023 2022 Beginning balance 532 547 743 Granted 277 278 212 Released (230) (279) (381) Forfeited (47) (14) (27) Ending balance 532 532 547 Excluding PSUs, we granted 1,850,000 RSUs during the year ended January 31, 2024. As of January 31, 2024, there was approximately $75.3 million of total unrecognized compensation expense, net of estimated forfeitures, related to unvested RSUs, which is expected to be recognized over a weighted average period of 1.6 years. Stock Options We did not grant stock options during the years ended January 31, 2024, 2023, and 2022, and there was no activity from stock options awarded in prior periods during these years. Phantom Stock Units We have periodically issued phantom stock units to certain employees that settle, or are expected to settle, with cash payments upon vesting. Like equity-settled awards, phantom stock units are awarded with vesting conditions and are subject to certain forfeiture provisions prior to vesting. Phantom stock unit activity for the years ended January 31, 2024, 2023, and 2022 was not significant. Adjustment in Connection with the Spin-Off In accordance with the terms of our applicable equity incentive plans, following the completion of the Spin-Off on February 1, 2021, we equitably adjusted the number of shares underlying our remaining unvested awards by a factor of approximately 1.45 based on the ratio of the trading prices of our common stock prior to the Spin-Off to the trading prices of our common stock following the Spin-Off. Stock Bonus Program and Bonus Share Program Our stock bonus program permits eligible employees to receive a portion of their earned bonuses, otherwise payable in cash, in the form of discounted shares of our common stock. Executive officers are eligible to participate in this program to the extent that capacity remains available under the program following the enrollment of all other participants. Shares awarded to executive officers with respect to the discount feature of the program are subject to a one-year vesting period. This program is subject to annual funding approval by our board of directors and an annual cap on the number of shares that can be issued. Subject to these limitations, the number of shares to be issued under the program for a given year is determined using a five-day trailing average price of our common stock when the awards are calculated, reduced by a discount determined by the board of directors each year (the “discount”). To the extent that this program is not funded in a given year or the number of shares of common stock needed to fully satisfy employee enrollment exceeds the annual cap, the applicable portion of the employee bonuses will generally revert to being paid in cash. Obligations under this program are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of common stock determined using a discounted average price of our common stock. Shares earned under the program are issued after the end of the performance period, in the subsequent fiscal year. Under our bonus share program, we may provide discretionary bonuses to employees or pay earned bonuses that are outside the stock bonus program in the form of shares of common stock. Unlike the stock bonus program, there is no enrollment for this program and no discount feature. Similar to the accounting for the stock bonus program, obligations for these bonuses are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known, to be settled with a variable number of shares of common stock. As noted above, all shares issued under this program are included in the Award Activity Table above. Like the stock bonus program, shares awarded under the program are issued after the end of the performance period, in the subsequent fiscal year. For bonuses in respect of the year ended January 31, 2021, our board of directors approved the use of up to 300,000 shares of common stock in the aggregate for awards under these two programs, with up to 200,000 shares of common stock, and a discount of 15%, for awards under our stock bonus program. However, these two programs were not used for the performance period ended January 31, 2021, and no shares were issued during the year ended January 31, 2022. Bonuses in respect of the year ended January 31, 2021 were paid solely in cash. For bonuses in respect of the year ended January 31, 2022, our board of directors approved the use of up to 300,000 shares of common stock in the aggregate for awards under these two programs, with up to 300,000 shares of common stock, and a discount of 15%, approved for awards under our stock bonus program. We issued approximately 119,000 shares under the stock bonus program during the three months ended July 31, 2022, in respect of the performance period ended January 31, 2022. The bonus share program was not used, and no shares were issued under this program, in respect of the performance period ended January 31, 2022. For bonuses in respect of the year ended January 31, 2023, our board of directors approved the use of up to 300,000 shares of common stock in the aggregate for awards under these two programs, with up to 200,000 of these shares of common stock, and a discount of 15%, approved for awards under our stock bonus program. During the three months ended July 31, 2023, we issued approximately 27,000 shares under the stock bonus program and 178,000 shares under the bonus share program, in respect of the year ended January 31, 2023. The following table summarizes activity under the stock bonus program during the years ended January 31, 2024, 2023, and 2022 in isolation from other share activity. As noted above, shares issued in a given fiscal year are in respect of the prior fiscal year’s program period. Also, as noted above, shares issued in respect of the discount feature under the program reduce available plan capacity and are included in the Award Activity Table above. Other shares issued under the program do not reduce available plan capacity and are therefore excluded from the Award Activity Table above. Year Ended January 31, (in thousands) 2024 2023 2022 Shares in lieu of cash bonus — granted and released (not included in the Award Activity Table above) 27 119 — Shares in respect of discount (included in the Award Activity Table above): Granted — 12 — Released 2 10 — For bonuses in respect of the year ended January 31, 2024, our board of directors approved the use of up to 300,000 shares of common stock in the aggregate under these two programs, with up to 200,000 shares of common stock, and a discount of 15%, approved for awards under our stock bonus program. Any shares earned under these programs for the performance period ended January 31, 2024 will be issued during the first half of the year ending January 31, 2025. In March 2024, our board of directors approved up to 300,000 shares of common stock in the aggregate under these two programs, with up to 200,000, and a discount of 15%, for awards under our stock bonus program for the performance period ending January 31, 2025. Any shares earned under these programs will be issued during the year ending January 31, 2026. The combined accrued liabilities for the stock bonus program and the bonus share program were $5.8 million and $7.9 million at January 31, 2024 and 2023, respectively. Other Benefit Plans 401(k) Plan and Other Retirement Plans We maintain a 401(k) Plan for our full-time employees in the United States. The plan allows eligible employees who attain the age of 21 beginning with the first of the month following their date of hire to elect to contribute up to 60% of their annual compensation, subject to the prescribed maximum amount. We match employee contributions at a rate of 50%, up to a maximum annual matched contribution of $2,000 per employee. Employee contributions are always fully vested, while our matching contributions for each year vest on the last day of the calendar year provided the employee remains employed with us on that day. Our matching contribution expenses for our 401(k) Plan were $2.5 million, $2.7 million, and $2.6 million for the years ended January 31, 2024, 2023, and 2022, respectively. We provide retirement benefits for non-U.S. employees as required by local laws or to a greater extent as we deem appropriate through plans that function similar to 401(k) plans. Funding requirements for programs required by local laws are determined on an individual country and plan basis and are subject to local country practices and market circumstances. Severance Pay We are obligated to make severance payments for the benefit of certain employees of our foreign subsidiaries. Severance payments made to Israeli employees are considered significant compared to all other subsidiaries with severance payment arrangements. Under Israeli law, we are obligated to make severance payments to employees of our Israeli subsidiary, subject to certain conditions. In most cases, our liability for these severance payments is fully provided for by regular deposits to funds administered by insurance providers and by an accrual for the amount of our liability which has not yet been deposited. Severance expenses for our Israeli employees for the years ended January 31, 2024, 2023, and 2022 were $1.7 million, $1.6 million, and $1.3 million, respectively. |
LEASES
LEASES | 12 Months Ended |
Jan. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES We have entered into operating leases primarily for corporate offices, research and development facilities, datacenters, and automobiles. Our finance leases primarily relate to infrastructure equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 to 8 years. As of January 31, 2024 and 2023, assets recorded under finance leases The components of lease expenses for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Operating lease expenses $ 9,596 $ 16,301 $ 24,241 Finance lease expenses: Amortization of right-of-use assets 2,481 3,057 3,223 Interest on lease liabilities 132 188 260 Total finance lease expenses 2,613 3,245 3,483 Variable lease expenses 2,829 6,318 6,344 Short-term lease expenses 148 774 1,055 Sublease income (74) (267) (1,804) Total lease expenses $ 15,112 $ 26,371 $ 33,319 During the years ended January 31, 2024, 2023, and 2022, we exited certain leased offices primarily due to our workforce operating under a hybrid work model, under which the majority of our employees work from home on a full or part time basis, which resulted in the recognition of accelerated operating lease costs of $5.4 million, $8.3 million, and $9.8 million, respectively. Other information related to leases was as follows: Year Ended January 31, (dollars in thousands) 2024 2023 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,524 $ 21,261 $ 19,360 Operating cash flows from finance leases 132 187 260 Financing cash flows from finance leases 2,018 2,870 3,189 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 6,274 $ 19,490 $ 11,282 Finance leases 579 647 4,041 Weighted average remaining lease terms Operating leases 8 years 7 years 3 years Finance leases 2 years 2 years 3 years Weighted average discount rates Operating leases 6.8 % 6.2 % 4.8 % Finance leases 3.6 % 3.6 % 3.8 % Maturities of lease liabilities as of January 31, 2024 were as follows: January 31, 2024 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2025 $ 7,234 $ 1,472 2026 7,245 882 2027 6,161 182 2028 5,534 70 2029 4,838 — Thereafter 18,601 — Total future minimum lease payments 49,613 2,606 Less: imputed interest (12,021) (86) Total $ 37,592 $ 2,520 Reported as of January 31, 2024: Accrued expenses and other current liabilities $ 5,492 $ 1,433 Operating lease liabilities 32,100 — Other liabilities — 1,087 Total $ 37,592 $ 2,520 As of January 31, 2024, there were no material operating leases or finance leases that have not yet commenced. |
LEASES | LEASES We have entered into operating leases primarily for corporate offices, research and development facilities, datacenters, and automobiles. Our finance leases primarily relate to infrastructure equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 to 8 years. As of January 31, 2024 and 2023, assets recorded under finance leases The components of lease expenses for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Operating lease expenses $ 9,596 $ 16,301 $ 24,241 Finance lease expenses: Amortization of right-of-use assets 2,481 3,057 3,223 Interest on lease liabilities 132 188 260 Total finance lease expenses 2,613 3,245 3,483 Variable lease expenses 2,829 6,318 6,344 Short-term lease expenses 148 774 1,055 Sublease income (74) (267) (1,804) Total lease expenses $ 15,112 $ 26,371 $ 33,319 During the years ended January 31, 2024, 2023, and 2022, we exited certain leased offices primarily due to our workforce operating under a hybrid work model, under which the majority of our employees work from home on a full or part time basis, which resulted in the recognition of accelerated operating lease costs of $5.4 million, $8.3 million, and $9.8 million, respectively. Other information related to leases was as follows: Year Ended January 31, (dollars in thousands) 2024 2023 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,524 $ 21,261 $ 19,360 Operating cash flows from finance leases 132 187 260 Financing cash flows from finance leases 2,018 2,870 3,189 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 6,274 $ 19,490 $ 11,282 Finance leases 579 647 4,041 Weighted average remaining lease terms Operating leases 8 years 7 years 3 years Finance leases 2 years 2 years 3 years Weighted average discount rates Operating leases 6.8 % 6.2 % 4.8 % Finance leases 3.6 % 3.6 % 3.8 % Maturities of lease liabilities as of January 31, 2024 were as follows: January 31, 2024 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2025 $ 7,234 $ 1,472 2026 7,245 882 2027 6,161 182 2028 5,534 70 2029 4,838 — Thereafter 18,601 — Total future minimum lease payments 49,613 2,606 Less: imputed interest (12,021) (86) Total $ 37,592 $ 2,520 Reported as of January 31, 2024: Accrued expenses and other current liabilities $ 5,492 $ 1,433 Operating lease liabilities 32,100 — Other liabilities — 1,087 Total $ 37,592 $ 2,520 As of January 31, 2024, there were no material operating leases or finance leases that have not yet commenced. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Unconditional Purchase Obligations In the ordinary course of business, we enter into certain unconditional purchase obligations, which are agreements to purchase goods or services that are enforceable, legally binding, and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on current needs and are typically fulfilled by our vendors within a relatively short time horizon. As of January 31, 2024, our unconditional purchase obligations totaled approximately $173.5 million. Licenses and Royalties We license certain technology and pay royalties under such licenses and other agreements entered into in connection with research and development activities. Historically, we have received non-refundable grants from the Israeli Innovation Authority (“IIA”) that funded a portion of our research and development expenditures. The Israeli law under which the IIA grants are made limits our ability to manufacture products, or transfer technologies, developed using these grants outside of Israel. If we were to seek approval to manufacture products, or transfer technologies, developed using these grants outside of Israel, we could be subject to additional royalty requirements or be required to pay certain redemption fees. If we were to violate these restrictions, we could be required to refund any grants previously received, together with interest and penalties, and may be subject to criminal penalties. Funds received from the IIA were recorded as a reduction to research and development expenses and amounts received were not material during the years ended January 31, 2024, 2023 and 2022. 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, 2024, we had approximately $0.9 million of outstanding letters of credit and surety bonds relating primarily to these performance guarantees. As of January 31, 2024, we believe we were in compliance with our performance obligations under all contracts for which there is a financial performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on our consolidated results of operations, financial position, or cash flows. Our historical non-compliance with our performance obligations has been insignificant. Indemnifications In the normal course of business, we provide indemnifications of varying scopes to customers against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations. To the extent permitted under Delaware law or other applicable law, we indemnify our directors, officers, employees, and agents against claims they may become subject to by virtue of serving in such capacities for us. We also have contractual indemnification agreements with our directors, officers, and certain senior executives. The maximum amount of future payments we could be required to make under these indemnification arrangements and agreements is potentially unlimited; however, we have insurance coverage that limits our exposure and enables us to recover a portion of any future amounts paid. We are not able to estimate the fair value of these indemnification arrangements and agreements in excess of applicable insurance coverage, if any. Legal Proceedings CTI Litigation In March 2009, one of our former employees, Ms. Orit Deutsch, commenced legal actions in Israel against our former primary Israeli subsidiary, Cognyte Technologies Ltd. (formerly known as Verint Systems Limited or “VSL”) (Case Number 4186/09) and against our former affiliate CTI (Case Number 1335/09). Also, in March 2009, a former employee of Comverse Limited (CTI’s primary Israeli subsidiary at the time), Ms. Roni Katriel, commenced similar legal actions in Israel against Comverse Limited (Case Number 3444/09). In these actions, the plaintiffs generally sought to certify class action suits against the defendants on behalf of current and former employees of VSL and Comverse Limited who had been granted stock options in Verint and/or CTI and who were allegedly damaged as a result of a suspension on option exercises during an extended filing delay period that is discussed in our and CTI’s historical public filings. On June 7, 2012, the Tel Aviv District Court, where the cases had been filed or transferred, allowed the plaintiffs to consolidate and amend their complaints against the three defendants: VSL, CTI, and Comverse Limited. On October 31, 2012, CTI distributed all of the outstanding shares of common stock of Comverse, Inc., its principal operating subsidiary and parent company of Comverse Limited, to CTI’s shareholders (the “Comverse Share Distribution”). In the period leading up to the Comverse Share Distribution, CTI either sold or transferred substantially all of its business operations and assets (other than its equity ownership interests in Verint and in its then-subsidiary, Comverse, Inc.) to Comverse, Inc. or to unaffiliated third parties. As the result of these transactions, Comverse, Inc. became an independent company and ceased to be affiliated with CTI, and CTI ceased to have any material assets other than its equity interests in Verint. Prior to the completion of the Comverse Share Distribution, the plaintiffs sought to compel CTI to set aside up to $150.0 million in assets to secure any future judgment, but the District Court did not rule on this motion. In February 2017, Mavenir Inc. became successor-in-interest to Comverse, Inc. On February 4, 2013, Verint acquired the remaining CTI shell company in a merger transaction (the “CTI Merger”). As a result of the CTI Merger, Verint assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the foregoing legal actions. However, under the terms of a Distribution Agreement entered into in connection with the Comverse Share Distribution, we, as successor to CTI, are entitled to indemnification from Comverse, Inc. (now Mavenir) for any losses we may suffer in our capacity as successor to CTI related to the foregoing legal actions. Following an unsuccessful mediation process, on August 28, 2016, the District Court (i) denied the plaintiffs’ motion to certify the suit as a class action with respect to all claims relating to Verint stock options, (ii) dismissed the motion to certify the suit against VSL and Comverse Limited, and (iii) approved the plaintiffs’ motion to certify the suit as a class action against CTI with respect to claims of current or former employees of Comverse Limited (now part of Mavenir) or of VSL who held unexercised CTI stock options at the time CTI suspended option exercises. The court also ruled that the merits of the case would be evaluated under New York law. As a result of this ruling (which excluded claims related to Verint stock options from the case), one of the original plaintiffs in the case, Ms. Deutsch, was replaced by a new representative plaintiff, Mr. David Vaaknin. CTI appealed portions of the District Court’s ruling to the Israeli Supreme Court. On August 8, 2017, the Israeli Supreme Court partially allowed CTI’s appeal and ordered the case to be returned to the District Court to determine whether a cause of action exists under New York law based on the parties’ expert opinions. Following two unsuccessful rounds of mediation in mid to late 2018 and in mid-2019, the proceedings resumed. On April 16, 2020, the District Court accepted the plaintiffs’ application to amend the motion to certify a class action and set deadlines for filing amended pleadings by the parties. CTI submitted a motion to appeal the District Court’s decision to the Israeli Supreme Court, as well as a motion to stay the proceedings in the District Court pending the resolution of the appeal. On July 6, 2020, the Israeli Supreme Court granted the motion for a stay. On July 27, 2020, the plaintiffs filed their response on the merits of the motion for leave to appeal. On December 15, 2021, the Israeli Supreme Court rejected CTI’s motion to appeal and the proceedings in the District Court resumed. At the recommendation of the District Court, in June 2022, the parties conducted another round of mediation in New York. On July 10, 2022, the parties reached an agreement to settle the matter on terms set forth in a settlement agreement that was executed by all parties and submitted a motion for approval of the settlement agreement to the District Court. Under the terms of the settlement agreement, subject to full and final waiver, Mavenir Inc. and/or Comverse, Inc. and/or Mavenir Ltd. agreed to pay a total of $16.0 million (such amount to be paid in three phases as set forth in the settlement agreement) as compensation to the plaintiffs and members of the class. The compensation amount is comprehensive, final and absolute and includes within it all the amounts and expenses to be paid in connection with the settlement agreement. Under the terms of an associated guaranty agreement, Verint has guaranteed the payment of the compensation amount in the event it is not paid by the primary obligors. On February 7, 2023, the District Court approved the settlement without material changes. As of January 31, 2024, the first two installments of the compensation amount had been paid by Mavenir, and the third and final installment of approximately $4.7 million was paid in March 2024. Under the terms of the Separation and Distribution Agreement entered into between Verint and Cognyte, Cognyte has agreed to indemnify Verint for Cognyte’s share of any losses that Verint may suffer related to the foregoing legal actions either in its capacity as successor to CTI, to the extent not indemnified by Mavenir, or due to its former ownership of Cognyte and VSL. As of January 31, 2024, we had a remaining liability of $4.7 million, which is included within accrued expenses and other current liabilities, and an offsetting indemnification receivable of $4.7 million, which is included in prepaid expenses and other current assets. There was no impact to our consolidated statement of operations. Unfair Competition Litigation and Related Investigation As previously disclosed, Verint Americas Inc., as successor to ForeSee Results, Inc. (“ForeSee”), was the defendant in two Eastern District of Michigan cases captioned ACSI LLC v. ForeSee Results, Inc., and CFI Group USA LLC v. Verint Americas Inc. The former case was filed on October 24, 2018 against ForeSee by American Customer Satisfaction Index, LLC (“ACSI LLC”) (Case No. 2:18-cv-13319) and alleged infringement of two federally registered trademarks and common law unfair competition under federal and state law. The latter case was filed on September 5, 2019 against Verint Americas Inc. (as successor in interest to ForeSee) by CFI Group USA LLC (“CFI”) (Case No. 2:19-cv-12602) and alleged unfair competition and false advertising under federal and state law, as well as tortious interference with contract. We believe that the claims asserted by the plaintiffs in these matters were without merit. Following the filing of the Eastern District of Michigan litigation, ForeSee filed affirmative litigation in the U.S. District Court for the District of Delaware (Case No. 1:21-cv-00674, Complaint filed on May 7, 2021) against ACSI LLC, CFI, Claes Fornell, and CFI Software LLC (the “Fornell Group”) asserting fraud and other claims against ACSI LLC, CFI, Fornell Group, and CFI Software for, among other things, their breach of a “Joinder and Waiver Agreement” entered into in connection with the December 2013 sale of ForeSee to its previous owner and misrepresentations in the associated deal documents. Verint acquired ForeSee in December 2018. In April 2023, the parties reached an agreement in principle to settle these actions, and on June 1, 2023, the parties signed a definitive settlement agreement. Under the terms of the settlement agreement, Verint paid $9.0 million to the Fornell Group in July 2023 and the parties have agreed to certain restrictive covenants with respect to the future business activities of both ForeSee and the Fornell Group. The agreement provides that the settlement does not constitute a ruling on the merits, an admission as to any issue of fact or principle of law, or an admission of liability or wrongdoing by either ForeSee or Verint. Following the execution of the settlement agreement, the two cases in Michigan against us have been dismissed, and the case in Delaware filed by us has been dismissed. The U.S. Attorney’s Office for the Eastern District of Michigan’s Civil Division (“USAO”) also conducted a False Claims Act investigation concerning allegations ForeSee and/or Verint failed to provide the federal government the services described in certain government contracts related to ForeSee’s products inherited by Verint in the ForeSee acquisition. Verint received a Civil Investigation Demand (“CID”) in connection with this investigation and provided responses. The False Claims Act contains provisions that allow for private persons (“relators”) to initiate actions by filing claims under seal. We believed and subsequently confirmed that this investigation was initiated by ACSI LLC and CFI in coordination with the Eastern District of Michigan litigation discussed above. In March 2023, Verint and the Assistant U.S. Attorney overseeing the USAO investigation reached an agreement in principle to resolve the USAO matter. The definitive settlement agreement, which provides that it is not an admission of liability by us, was signed in July 2023 including by the USAO and the relators. Under the terms of the settlement agreement, Verint paid $7.0 million to the government in August 2023 (a portion of which is payable by the government to the relators) in exchange for a release of the asserted claims, and an associated civil action brought by the relators has been dismissed. As of January 31, 2023 we recognized a $7.0 million legal settlement liability in respect of the USAO matter and a $3.5 million legal settlement liability in respect of the ACSI and CFI matters within accrued expenses and other current liabilities, and a corresponding insurance recovery receivable in prepaid expenses and other current assets on our consolidated balance sheets. These loss accruals and insurance recoveries were offset within selling, general and administrative expenses in our consolidated statements of operations for the year ended January 31, 2023, resulting in no impact on our consolidated statements of operations. The incremental settlement costs of $5.5 million related to the ACSI and CFI matters as a result of the settlement described above is included within selling, general and administrative expenses in our consolidated statement of operations for the year ended January 31, 2024. We reached a final settlement with one of our insurance carriers for a total cumulative insurance recovery of $14.5 million for the losses we incurred related to these actions, which offset settlement and legal expenses during the year ended January 31, 2023. We collected $2.0 million during the year ended January 31, 2023 and $12.5 million was collected in April 2023. We are a party to various other litigation matters and claims that arise from time to time in the ordinary course of our business. While we believe that the ultimate outcome of any such current matters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our financial position, liquidity, or results of operations. |
SEGMENT, GEOGRAPHIC, AND SIGNIF
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | 12 Months Ended |
Jan. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION | SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker, or CODM, or decision making group, in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is our CODM. We are a pure-play customer engagement company that operates as a single reporting segment as our CODM reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Geographic Information Revenue by major geographic region is based upon the geographic location of the customers who purchase our products and services. The geographic locations of distributors, resellers, and systems integrators who purchase and resell our products may be different from the geographic locations of end customers. Revenue in the Americas includes the United States, Canada, Mexico, Brazil, and other countries in the Americas. Revenue in Europe, the Middle East and Africa (“EMEA”) includes the United Kingdom, Germany, Israel, and other countries in EMEA. Revenue in the Asia-Pacific (“APAC”) region includes Australia, India, and other Asia-Pacific countries. The information below summarizes revenue from unaffiliated customers by geographic area for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Americas: United States $ 580,124 $ 572,837 $ 552,680 Other 62,826 56,557 48,043 Total Americas 642,950 629,394 600,723 EMEA: United Kingdom 101,990 99,360 100,606 Other 73,641 82,680 79,560 Total EMEA 175,631 182,040 180,166 APAC 91,806 90,811 93,620 Total revenue $ 910,387 $ 902,245 $ 874,509 Our long-lived assets primarily consist of net property and equipment, operating lease right-of-use assets, goodwill and other intangible assets, and deferred income taxes. We believe that our tangible long-lived assets, which consist of our net property and equipment, are exposed to greater geographic area risks and uncertainties than intangible assets, operating lease right-of-use assets, and long-term cost deferrals, because these tangible assets are difficult to move and are relatively illiquid. Property and equipment, net by geographic area consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 United States $ 34,818 $ 50,917 United Kingdom 5,797 7,244 Other countries 7,089 6,649 Total property and equipment, net $ 47,704 $ 64,810 Significant Customers |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 38,610 | $ 14,898 | $ 14,413 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jan. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our consolidated balance sheet, but separately from our stockholders’ equity. Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the accompanying consolidated financial statements, include, among others, revenue recognition, allowances for doubtful accounts, determining the fair value of assets and liabilities assumed in business combinations, recoverability of goodwill, amortization of intangibles, evaluation of contingencies, and the accounting for income taxes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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 held $0.2 million of marketable debt securities at January 31, 2024 and no marketable debt securities at January 31, 2023. Investments with maturities in excess of one year are included in other assets. |
Accounts Receivable, Net | Accounts Receivable, Net |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, bank time deposits, short-term investments, trade accounts receivable, and contract assets. We invest our cash in bank accounts, certificates of deposit, and money market accounts with major financial institutions, in U.S. government and agency obligations, and in debt securities of corporations. By policy, we seek to limit credit exposure on investments through diversification and by restricting our investments to highly rated securities. |
Allowance for Credit Losses | Allowance for Credit Losses We make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables over the lifetime of the receivables. Our allowance for expected credit losses is estimated based on an analysis of the aging of our accounts receivable and contract assets, historical write-offs, customer payment patterns, individual customer creditworthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. We write off an account receivable and charge it against its recorded allowance at the point when it is considered uncollectible. We assess the adequacy of the allowance for credit losses on a quarterly basis. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average method of inventory accounting. The valuation of our inventories requires us to make estimates regarding excess or obsolete inventories, 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 years to seven years. Software is typically depreciated over periods ranging from three years to four years. Buildings are depreciated over ten years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Finance leased assets are amortized over the related lease term. The cost of maintenance and repairs of property and equipment is charged to operations as incurred. When assets are retired or disposed of, the cost and accumulated depreciation or amortization thereon are removed from the consolidated balance sheet and any resulting gain or loss is recognized in the consolidated statement of operations. |
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. Software development costs capitalized for software to be sold, leased, or marketed to external users are included within other assets in our consolidated balance sheets. Amortization of capitalized costs begins in the period in which the related product is available for general release to customers and is recorded on a straight-line basis, which approximates the pattern in which the economic benefits of the capitalized costs are expected to be realized, over the estimated economic lives of the related software products, generally five years. |
Internal-Use Software Development Costs and Cloud Computing Arrangements | Internal-Use Software Development Costs and Cloud Computing Arrangements We expense costs associated with the assessment stage of software development projects. Capitalization begins when the preliminary project stage has been completed and management with the relevant authority authorizes and commits to the funding of the project. These capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related costs for employees who are directly associated with the development of the applications. Software development costs capitalized for internal-use software are included within property and equipment, net in our consolidated balance sheets. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance, minor upgrades, and enhancements; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are generally amortized over periods ranging from four years to seven years on a straight-line basis, which best represents the pattern of the software’s use. Capitalized implementation costs related to cloud computing arrangements that are hosted by third party vendors are included within prepaid and other current assets and other assets in our consolidated balance sheets, and are |
Leases | Leases We determine if an arrangement is a lease at inception. Operating lease assets are presented as operating lease right-of-use (“ROU”) assets, and corresponding operating lease liabilities are presented within accrued expenses and other current liabilities (current portions), and as operating lease liabilities (long-term portions), on our consolidated balance sheets. Finance lease assets are included in property and equipment, and corresponding finance lease liabilities are included within accrued expenses and other current liabilities (current portions), and other liabilities (long-term portions), on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the remaining lease payments over the lease term at commencement date. Our leases do not provide an implicit interest rate. We calculate the incremental borrowing rate to reflect the interest rate that we would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term, and consider our historical borrowing activities and market data in this determination. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which we account for as a single lease component. Some of our leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index updates are recorded as rent expense in the period incurred. We have elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of twelve months or less. The effect of short-term leases on our ROU assets and lease liabilities was not material. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, our related party leases and our sublease transactions are de minimis. |
Business Segment Information | Business Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. |
Goodwill and Other Acquired Intangible Assets | Goodwill and Other Acquired Intangible Assets For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we elect to bypass a qualitative assessment, or if our qualitative assessment indicates that goodwill impairment is more likely than not, we perform quantitative impairment testing. If our quantitative testing determines that the carrying value of the reporting unit exceeds its fair value, goodwill impairment is recognized in an amount equal to that excess, limited to the total goodwill allocated to the reporting unit. We utilize some or all of three primary approaches to assess the fair value of a reporting unit: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using valuation multiples of comparable companies, and (c) a transaction-based approach, using valuation multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of our reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the comparable public company and the comparable market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts. The valuation methodology to determine the fair value of the reporting units is sensitive to management's forecasts of future revenue, profitability and market conditions. This methodology also considers various macroeconomic, industry-specific, and company-specific factors. Any resulting financial impact cannot be estimated reasonably at this time but may adversely affect our business and financial results. If there were an adverse change in facts and circumstances, then an impairment charge may be necessary in the future. Should the fair value of our reporting unit fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary. We monitor our reporting unit to determine if there is an indicator of potential impairment. Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of 10 years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. The acquired identifiable finite-lived intangible assets are being amortized primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives. |
Fair Value Measurements | Fair Value Measurements Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This fair value hierarchy consists of three levels of inputs that may be used to measure fair value: • Level 1: quoted prices in active markets for identical assets or liabilities; • Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3: unobservable inputs that are supported by little or no market activity. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments |
Derivative Financial Instruments | Derivative Financial Instruments As part of our risk management strategy, when considered appropriate, we use derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. Our intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, we do not enter into speculative positions with derivative instruments. We record all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. The counterparties to our derivative financial instruments consist of international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. We do not anticipate any such losses and we do not have a material portfolio of derivative financial instruments. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to be entitled to in exchange for such goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following five steps: 1) Identify the contract(s) with a customer A contract with a customer exists when (i) we enter into an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or in the case of a new customer, published credit and financial information pertaining to the customer. Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Multiple contracts with a single counterparty entered into within a close timeframe are evaluated to determine if the contracts should be combined and accounted for as a single contract. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we must apply judgment to determine whether promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Generally, our contracts do not include non-distinct goods or services. 3) Determine the transaction price The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We assess the timing of the transfer of goods and services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less, which is the case in the majority of our customer contracts. The primary purpose of our invoicing terms is not to receive or provide financing from or to customers. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price, if we assessed that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Typically, our contracts do not provide our customers with any right of return or refund, and we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund. 4) Allocate the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct goods or services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, we must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. We allocate the variable amount to one or more distinct performance obligations but not all or to one or more distinct services that form a part of a single performance obligation, when the payment terms of the variable amount relate solely to our efforts to satisfy that distinct performance obligation and it results in an allocation that is consistent with the overall allocation objective of the revenue standard. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. We determine standalone selling price (“SSP”) based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we estimate the SSP taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation. In addition, variable consideration attributable to sales- or usage-based royalties in exchange for a license of our IP are excluded from the transaction price in accordance with the revenue guidance. 5) Recognize revenue when (or as) the entity satisfies a performance obligation We satisfy performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In the case of contracts that include customer acceptance criteria, revenue is not recognized until we can objectively conclude that the product or service meets the agreed-upon specifications in the contract. Revenue related to sales- or usage-based royalties are recognized when the associated sales occur, and relevant thresholds are met. For royalty arrangements that include fixed considerations related to a minimum guarantee from a customer, the fixed consideration allocated to the license is recognized when the control of the license passes to the customer. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to our customers. Revenue is measured based on consideration specified in a contract with a customer, and excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer. Shipping and handling activities that are billed to the customer and occur after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of revenue. Historically, these expenses have not been material. Nature of Goods and Services We derive and report our revenue in two categories: (a) recurring revenue, which includes bundled SaaS, unbundled SaaS, hosting services, optional managed services, initial and renewal support revenue, and product warranties, and (b) nonrecurring revenue, which primarily consists of perpetual licenses, hardware, installation services, business advisory consulting and training services, and patent license royalties. Our bundled SaaS contracts are typically comprised of a right to access our software, maintenance, hosting fees and standard managed services. We do not provide the customer with the contractual right to take possession of the software at any time during the hosting period under these contracts. The customer can only benefit from the SaaS license, maintenance and standard managed services when combined with the hosting service as the hosting service is the only way for the customer to access the software and benefit from the maintenance and managed services. Accordingly, each of the license, maintenance, hosting and standard managed services is not considered a distinct performance obligation in the context of the contract, and are combined into a single performance obligation (“bundled SaaS services”) and recognized ratably over the contract period. Our bundled SaaS customer contracts can consist of fixed, variable, and usage-based fees. Typically, we invoice fees on an annual basis at the outset of the contract, though quarterly or monthly billing terms are included in certain contracts. Certain bundled SaaS contracts include a nonrefundable upfront fee for setup services, which are not distinct from the bundled SaaS services. Non-distinct setup services represent an advanced payment for future bundled SaaS services, and are recognized as revenue when those bundled SaaS services are satisfied, unless the nonrefundable fee is considered to be a material right, in which case the nonrefundable fee is recognized over the expected benefit period, which includes anticipated renewals. We determine SSP for our bundled SaaS services based on the price at which the performance obligation is sold separately, which is observable through past renewal transactions. We satisfy our bundled SaaS services by providing access to our software over time and processing transactions for usage-based contracts. For non-usage based fees, the period of time over which we perform is commensurate with the contract term because that is the period during which we have an obligation to provide the service. The performance obligation is recognized on a time elapsed basis, by day for which the services are provided. Our software licenses either provide our customers a perpetual right to use our software or, in the case of unbundled SaaS, the right to use our software for only a fixed term, in most cases between a one Our patent license royalty agreements grant customers the right to use our intellectual property in their products for resale. Royalties are recognized as revenue in the period when the products containing our intellectual property are sold by the licensees to their customers. Differences between actual results and estimated amounts are adjusted in the following period as such sales are typically reported by the customer a month or quarter in arrears. Professional services revenues primarily consist of fees for deployment and optimization services, as well as training, and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are performed. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to date relative to the total labor hours expected to be required to satisfy the related performance obligation. We determine SSP for our professional services based on the price at which the performance obligation is sold separately, which is observable through past transactions. Customer support revenue is derived from providing remote technical support services, bug fixes and unspecified software updates and upgrades to customers on a when-and-if-available basis. Each of these performance obligations provide benefit to the customer on a standalone basis and are distinct in the context of the contract. Each of these distinct performance obligations represent a stand ready obligation to provide service to a customer, which is concurrently delivered and has the same pattern of transfer to the customer, which is why we account for these support services as a single performance obligation. We recognize support services ratably over the contractual term, which typically is one year for perpetual licenses and one Our solutions are generally sold with a warranty of one year to three years for hardware and 90 days for software. These warranties do not represent an additional performance obligation as services beyond assuring that the software license and hardware comply with agreed-upon specifications are not provided. |
Cost of Revenue and Costs to Obtain and Fulfill Contracts | Cost of Revenue Our cost of revenue includes costs of materials, compensation and benefit costs for operations and service personnel, subcontractor costs, royalties and license fees related to third-party software included in our products, cloud infrastructure costs, depreciation of equipment used in operations and service, amortization of capitalized software development costs and certain purchased intangible assets, and related overhead costs. Costs that relate to satisfied (or partially satisfied) performance obligations in customer contracts (i.e., costs that relate to past performance) are expensed as incurred. Costs to Obtain and Fulfill Contracts We capitalize commissions paid to internal sales personnel and agent commissions that are incremental to obtaining customer contracts. We have determined that these commissions are in fact incremental and would not have occurred absent the customer contract. Deferred commissions also include the associated payroll taxes and fringe benefit costs associated with payments to our sales employees to the extent they are incremental. Sales and agent commissions are primarily deferred and amortized on a straight-line basis over the period the goods or services are transferred to the customer to which the assets relate, which ranges from immediate to as long as six years, if commission amounts paid upon renewal are not commensurate with amounts paid on the initial contract. A portion of the initial commission payable on the majority of our contracts is amortized over the anticipated renewal period, which is generally five We capitalize costs incurred to fulfill our contracts when the costs relate directly to the contract and are expected to generate resources that will be used to satisfy the performance obligation under the contract and are expected to be recovered through revenue generated under the contract. Costs to fulfill contracts are expensed to cost of revenue as we satisfy the related performance obligations. Deferred cost of revenue is classified in its entirety as current or long-term based on whether the related revenue will be recognized within twelve months of the origination date of the arrangement. The amounts capitalized primarily relate to one-time costs incurred in the initial phase of our bundled SaaS arrangements (i.e., setup costs), which consist of costs related to the installation of systems and processes. Capitalized setup costs are amortized on a straight-line basis over the expected period of benefit, which includes anticipated contract renewals or extensions, consistent with the transfer to the customer of the services to which the asset relates. |
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. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statement and tax bases of our assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. We are subject to income taxes in the United States and numerous foreign jurisdictions. The calculation of our income tax provision involves the application of complex tax laws and requires significant judgment and estimates. We evaluate the realizability of our deferred tax assets for each jurisdiction in which we operate at each reporting date, and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. We consider all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that our deferred tax assets are not more-likely-than-not realizable, we establish a valuation allowance. We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that we believe is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in our income tax returns and the amount of tax benefits recognized in our financial statements represent our unrecognized income tax benefits, which we either record as a liability or as a reduction of deferred tax assets. Our policy is to include interest (expense and/or income) and penalties related to unrecognized income tax benefits as a component of the provision for income taxes. |
Functional Currencies and Foreign Currency Transaction Gains and Losses | Functional Currencies and Foreign Currency Transaction Gains and Losses The functional currency for most of our foreign subsidiaries is the applicable local currency, although we have some subsidiaries with functional currencies that differ from their local currency, of which the most notable exception is our subsidiary in Israel, whose functional currency is the U.S. dollar. Transactions denominated in currencies other than a functional currency are converted to the functional currency on the transaction date, and any resulting assets or liabilities are further remeasured at each reporting date and at settlement. Gains and losses recognized upon such remeasurements are included within other income (expense), net in the consolidated statements of operations. We recorded net foreign currency losses of $0.4 million and $1.6 million for the years ended January 31, 2024 and 2022, respectively. We recorded net foreign currency gains of $3.5 million for the year ended January 31, 2023. For consolidated reporting purposes, in those instances where a foreign subsidiary has a functional currency other than the U.S. dollar, revenue and expenses are translated into U.S. dollars using average exchange rates for the reporting period, while assets and liabilities are translated into U.S. dollars using period-end rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of the award. We recognize the fair value of the award as compensation expense over the period during which an employee is required to provide service in exchange for the award. For performance stock units for which vesting is in part dependent on total shareholder return, the fair value of the award is estimated on the date of grant using a Monte Carlo Simulation. Expected volatility and expected term are input factors for that model and may require significant management judgment. Expected volatility is estimated utilizing daily historical volatility for Verint common stock price and the constituents of the specific comparator index over a period commensurate with the |
Net Income (Loss) Per Common Share Attributable to Verint Systems Inc. | Net Income (Loss) Per Common Share Attributable to Verint Systems Inc. Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Net income (loss) attributable to common shareholders is computed by deducting both the dividends declared in the period on the Preferred Stock and the dividends accumulated for the period on the Preferred Stock from net income (loss). Shares used in the calculation of basic net income (loss) per common share include vested but unissued shares underlying awards of restricted stock units when all necessary conditions for earning those shares have been satisfied at the award’s vesting date, but exclude unvested shares of restricted stock because they are contingent upon future service conditions. Diluted net income (loss) per common share is computed by dividing net income (loss) attributable to common and common equivalent shareholders by the total of the weighted-average common stock outstanding and common equivalent shares outstanding during the respective period. The number of common equivalent shares outstanding has been determined in accordance with the if-converted method for the Preferred Stock and the treasury stock method for unvested restricted stock units to the extent they are dilutive. Under the treasury stock method, the exercise price paid by the holder and average future share-based compensation expense that we have not yet recognized are assumed to be used to repurchase shares. Any incremental difference between the assumed number of shares issued and repurchased is included in the diluted share computation. Upon conversion of our 0.25% convertible senior notes due April 15, 2026 (the “2021 Notes”), further details for which appear in Note 7, “Long-Term Debt,” we are currently obligated to settle the principal amount of the 2021 Notes in cash upon conversion and as a result, only the amounts payable in excess of the principal amounts of the 2021 Notes, if any, are assumed to be settled with shares of common stock for purposes of computing diluted net income per share. In periods for which we report a net loss, basic net loss per common share and diluted net loss per common share are identical since the effect of potential common shares is anti-dilutive and therefore excluded. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which adds contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with revenue recognition guidance. We adopted this standard on a prospective basis for the annual and interim periods beginning February 1, 2023. The adoption of this standard did not have any impact on our consolidated financial statements as the ultimate impact is dependent on the size and frequency of future acquisitions and does not affect contract assets or contract liabilities related to acquisitions completed prior to the adoption date. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. The IRA establishes a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion and is effective for us in tax years beginning after December 31, 2022. We were not subject to the corporate minimum tax for the year ended January 31, 2024. In addition, the IRA also introduced a nondeductible 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the taxable year. During the year ended January 31, 2024, the calculated excise tax was $0.8 million and was recognized as part of the cost basis of shares acquired in our consolidated statement of stockholders' equity. We do not expect taxes due on future repurchases of our shares to have a material effect on our business. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which extends the period of time entities can utilize the reference rate reform relief guidance under ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from December 31, 2022 to December 31, 2024. We expect to elect various optional expedients for contract modifications related to financial instruments affected by the reference rate reform through the effective date of December 31, 2024, as extended by ASU 2022-06. The application of this guidance did not have any impact on our consolidated financial statements. New Accounting Pronouncements Not Yet Effective In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will require public companies to report incremental segment information on an annual and interim basis, including enhanced disclosures of significant segment expenses included within each reported measure of segment profit or loss. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require greater disaggregation of a reporting entity’s effective tax rate reconciliation as well as income taxes paid. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Activity in Allowance for Credit Losses | The following table summarizes the activity in our allowance for credit losses for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Allowance for credit losses, beginning of year $ 1,290 $ 1,260 $ 1,609 Provisions charged to expense 2,082 565 1,242 Amounts written off (2,094) (566) (1,666) Other, including fluctuations in foreign exchange rates (33) 31 75 Allowance for credit losses, end of year $ 1,245 $ 1,290 $ 1,260 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides a disaggregation of our recurring and nonrecurring revenue. Recurring revenue is the portion of our revenue that we believe is likely to be renewed in the future. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. • Recurring revenue primarily consists of: ◦ Software as a service (“SaaS”) revenue, which consists predominately of bundled SaaS (software access rights with standard managed services) and unbundled SaaS (software licensing rights accounted for as term-based licenses whereby customers have a license to our software with related support for a specific period). ▪ Bundled SaaS revenue is recognized over time. ▪ Unbundled SaaS revenue is recognized at a point in time, except for the related support which is recognized over time. Unbundled SaaS contracts are eligible for renewal after the initial fixed term, which in most cases is between a one ◦ Optional managed services revenue. ◦ Support revenue, which consists of initial and renewal support on our perpetual licenses. • Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, business advisory consulting and training services, and patent license royalties. Year Ended January 31, (in thousands) 2024 2023 2022 Recurring revenue: Bundled SaaS revenue $ 250,526 $ 222,560 $ 183,035 Unbundled SaaS revenue 264,302 221,645 139,729 Total SaaS revenue 514,828 444,205 322,764 Optional managed services revenue 47,718 61,388 65,648 Support revenue 136,702 179,944 244,717 Total recurring revenue 699,248 685,537 633,129 Nonrecurring revenue: Perpetual revenue 99,853 116,611 138,078 Professional services and other revenue 111,286 100,097 103,302 Total nonrecurring revenue 211,139 216,708 241,380 Total revenue $ 910,387 $ 902,245 $ 874,509 |
Schedule of Contracts with Customers - Assets and Liabilities | The following table provides information about accounts receivable, contract assets, and contract liabilities from contracts with customers: January 31, (in thousands) 2024 2023 Accounts receivable, net $ 190,461 $ 188,414 Contract assets, net $ 66,913 $ 60,444 Long-term contract assets, net (included in other assets) $ 31,379 $ 37,950 Contract liabilities $ 254,437 $ 271,476 Long-term contract liabilities $ 10,581 $ 18,047 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table provides information about when we expect to recognize our remaining performance obligations: January 31, (in thousands) 2024 2023 Remaining performance obligations: Expected to be recognized within 1 year $ 464,600 $ 464,346 Expected to be recognized in more than 1 year 279,702 262,695 Total remaining performance obligations $ 744,302 $ 727,041 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule Of Calculation Of Basic And Diluted Net Income (Loss) Per Common Share Attributable To Verint Systems Inc. | The following table summarizes the calculation of basic and diluted net income (loss) per common share attributable to Verint Systems Inc. for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands, except per share amounts) 2024 2023 2022 Net income $ 39,634 $ 15,659 $ 15,651 Net income attributable to noncontrolling interests 1,024 761 1,238 Net income attributable to Verint Systems Inc. 38,610 14,898 14,413 Dividends on preferred stock (20,800) (20,800) (18,922) Net income (loss) attributable to Verint Systems Inc. for basic net income (loss) per common share 17,810 (5,902) (4,509) Dilutive effect of dividends on preferred stock — — — Year Ended January 31, (in thousands, except per share amounts) 2024 2023 2022 Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share $ 17,810 $ (5,902) $ (4,509) Weighted-average shares outstanding: Basic 63,990 65,332 65,591 Dilutive effect of employee equity award plans 328 — — Dilutive effect of 2021 Notes — — — Dilutive effect of 2014 Notes — — — Dilutive effect of warrants — — — Dilutive effect of assumed conversion of preferred stock — — — Diluted 64,318 65,332 65,591 Net income (loss) income per common share attributable to Verint Systems Inc.: Basic $ 0.28 $ (0.09) $ (0.07) Diluted $ 0.28 $ (0.09) $ (0.07) |
Schedule Of Anti-dilutive Securities | We excluded the following weighted-average potential common shares from the calculations of diluted net income (loss) per common share during the applicable periods because their inclusion would have been anti-dilutive: Year Ended January 31, (in thousands) 2024 2023 2022 Common shares excluded from calculation: Restricted and performance stock-based awards 1,840 2,120 1,580 2014 Notes — — 481 Warrants — — 117 Series A Preferred Stock 5,498 5,498 5,498 Series B Preferred Stock 3,980 3,980 3,282 |
CASH, CASH EQUIVALENTS, AND S_2
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Cash, Cash Equivalents, and Short-Term Investments [Abstract] | |
Schedule of Cash, Cash Equivalents and Short-term Investments | The following tables summarize our cash, cash equivalents, and short-term investments as of January 31, 2024 and 2023: January 31, 2024 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 155,504 $ — $ — $ 155,504 Money market funds 85,647 — — 85,647 U.S. Treasury bills 249 — — 249 Total cash and cash equivalents $ 241,400 $ — $ — $ 241,400 Short-term investments: Bank time deposits $ 686 $ — $ — $ 686 Total short-term investments $ 686 $ — $ — $ 686 January 31, 2023 (in thousands) Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and bank time deposits $ 134,289 $ — $ — $ 134,289 Money market funds 96,941 — — 96,941 Commercial paper 50,869 — — 50,869 Total cash and cash equivalents $ 282,099 $ — $ — $ 282,099 Short-term investments: Bank time deposits $ 697 $ — $ — $ 697 Total short-term investments $ 697 $ — $ — $ 697 |
BUSINESS COMBINATIONS, ASSET _2
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocations | The following table sets forth the components and the allocation of the purchase price for our acquisition of Conversocial, including adjustments identified subsequent to the valuation date none of which were material: (in thousands) Amount Components of Purchase Price: Cash $ 53,409 Other purchase price adjustments (190) Total purchase price $ 53,219 Allocation of Purchase Price: Net tangible assets (liabilities): Accounts receivable $ 1,694 Other current assets, including cash acquired 5,462 Other assets 511 Current and other liabilities (1,945) Contract liabilities - current and long-term (3,410) Deferred income taxes (301) Net tangible assets 2,011 Identifiable intangible assets: Customer relationships 9,800 Developed technology 9,900 Trademarks and trade names 200 Total identifiable intangible assets 19,900 Goodwill 31,308 Total purchase price allocation $ 53,219 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquisition-Related Intangible Assets | Acquisition-related intangible assets, excluding certain intangible assets previously acquired that were fully amortized and intangible assets of the businesses we divested which were removed from our consolidated balance sheets, consisted of the following as of January 31, 2024 and 2023: January 31, 2024 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 455,184 $ (412,587) $ 42,597 Acquired technology 231,815 (217,006) 14,809 Trade names 3,727 (3,667) 60 Distribution network 2,440 (2,440) — Total intangible assets $ 693,166 $ (635,700) $ 57,466 January 31, 2023 (in thousands) Cost Accumulated Net Intangible assets with finite lives: Customer relationships $ 458,013 $ (390,113) $ 67,900 Acquired technology 229,317 (212,065) 17,252 Trade names 4,479 (4,359) 120 Distribution network 2,440 (2,440) — Total intangible assets $ 694,249 $ (608,977) $ 85,272 |
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 2025 $ 17,217 2026 16,367 2027 12,587 2028 7,744 2029 2,837 Thereafter 714 Total $ 57,466 |
Schedule of Goodwill Activity | Goodwill activity for the years ended January 31, 2024, and 2023 was as follows: (in thousands) Total Year Ended January 31, 2023: Goodwill, gross, at January 31, 2022 $ 1,409,464 Accumulated impairment losses through January 31, 2022 (56,043) Goodwill, net, at January 31, 2022 1,353,421 Business combinations, including adjustments to prior period acquisitions 25,239 Foreign currency translation and other (31,447) Goodwill, net, at January 31, 2023 $ 1,347,213 Year Ended January 31, 2024: Goodwill, gross, at January 31, 2023 $ 1,403,256 Accumulated impairment losses through January 31, 2023 (56,043) Goodwill, net, at January 31, 2023 1,347,213 Business combinations, including adjustments to prior period acquisitions 2,409 Divested businesses (7,120) Foreign currency translation 10,213 Goodwill, net, at January 31, 2024 $ 1,352,715 Balance at January 31, 2024 Goodwill, gross, at January 31, 2024 $ 1,408,758 Accumulated impairment losses through January 31, 2024 (56,043) Goodwill, net, at January 31, 2024 $ 1,352,715 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | The following table summarizes our long-term debt at January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 2021 Notes $ 315,000 $ 315,000 Revolving Credit Facility 100,000 — Term Loan — 100,000 Less: unamortized debt discounts and issuance costs (4,035) (6,092) Total debt 410,965 408,908 Less: current maturities — — Long-term debt $ 410,965 $ 408,908 |
Schedule of Components of Interest Expense | The following table presents the components of interest expense incurred on the 2021 Notes, the 2014 Notes, and on borrowings under our Credit Agreement for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 2021 Notes: Interest expense at 0.25% coupon rate $ 788 $ 787 $ 639 Amortization of deferred debt issuance costs 1,776 1,762 1,416 Total Interest Expense — 2021 Notes $ 2,564 $ 2,549 $ 2,055 2014 Notes: Interest expense at 1.50% coupon rate $ — $ — $ 1,933 Amortization of deferred debt issuance costs — — 522 Total Interest Expense — 2014 Notes $ — $ — $ 2,455 Borrowings under Credit Agreement: Interest expense at contractual rates $ 6,896 $ 4,114 $ 3,366 Impact of interest rate swap agreement — — 1,014 Amortization of debt discounts 5 19 18 Amortization of deferred debt issuance costs 739 863 930 Losses on early retirements of debt 237 — — Total Interest Expense — Borrowings under Credit Agreement $ 7,877 $ 4,996 $ 5,328 |
SUPPLEMENTAL CONSOLIDATED FIN_2
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Raw materials $ 4,402 $ 3,325 Work-in-process 69 40 Finished goods 9,738 9,263 Total inventories $ 14,209 $ 12,628 |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Land and buildings $ 779 $ 820 Leasehold improvements 11,837 15,026 Software 56,203 73,569 Equipment, furniture, and other 28,505 41,966 Total cost 97,324 131,381 Less: accumulated depreciation and amortization (49,620) (66,571) Total property and equipment, net $ 47,704 $ 64,810 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid and other current assets consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Prepaid expenses $ 25,718 $ 23,766 Other current assets 25,614 27,257 CTI litigation settlement indemnification asset - current portion 4,750 11,250 Cloud computing implementation costs, net - current portion 3,423 598 Insurance recovery receivable — 12,503 Total prepaid expenses and other current assets $ 59,505 $ 75,374 |
Schedule of Other Assets | Other assets consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Deferred commissions $ 54,757 $ 54,512 Long-term contract assets, net 31,379 37,950 Capitalized software development costs, net 25,319 23,527 Cloud computing implementation costs, net - long-term portion 6,579 2,591 Noncontrolling equity investments 5,146 5,146 Long-term deferred cost of revenue 3,026 4,951 Contingent consideration receivable - long-term portion 2,685 — SAFE investment 1,700 — CTI litigation settlement indemnification asset - long-term portion — 4,750 Other 8,959 14,855 Total other assets $ 139,550 $ 148,282 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Compensation and benefits, excluding bonus $ 54,727 $ 53,460 Accrued bonus 25,816 20,306 Taxes other than income taxes 13,148 16,346 Preferred Stock dividends payable 10,400 10,400 Operating lease obligations - current portion 5,492 7,965 CTI litigation settlement liability - current portion 4,750 11,250 Contingent consideration - current portion 4,446 4,496 Income taxes 2,394 443 Professional and consulting fees 1,983 2,635 DOJ legal settlement liability — 7,000 Other 14,277 21,643 Total accrued expenses and other current liabilities $ 137,433 $ 155,944 |
Schedule of Other Liabilities | Other liabilities consisted of the following as of January 31, 2024 and 2023: January 31 (in thousands) 2024 2023 Unrecognized tax benefits, including interest and penalties $ 71,330 $ 52,887 Contingent consideration - long-term portion 2,815 8,221 Finance lease obligations - long-term portion 1,087 2,308 CTI litigation settlement liability - long-term portion — 4,750 Other 833 466 Total other liabilities $ 76,065 $ 68,632 |
Schedule of Activity of Capitalized Software Development Costs | Activity for our capitalized software development costs for the years ended January 31, 2024, 2023, and 2022 was as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Capitalized software development costs, net, beginning of year $ 23,527 $ 22,483 $ 19,250 Software development costs capitalized during the year 9,623 7,595 7,560 Amortization of capitalized software development costs (7,798) (6,407) (4,247) Write-offs of capitalized software development costs (136) (6) — Foreign currency translation and other 103 (138) (80) Capitalized software development costs, net, end of year $ 25,319 $ 23,527 $ 22,483 |
Schedule of Other Income (Expense), Net | Other income (expense), net consisted of the following for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Foreign currency (losses) gains, net $ (439) $ 3,453 $ (1,644) Losses on derivative financial instruments, net — — (14,374) Change in fair value of future tranche right — — 15,810 Other, net (3,084) (1,471) 5,435 Total other (expense) income, net $ (3,523) $ 1,982 $ 5,227 |
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, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Cash paid for interest $ 8,094 $ 4,661 $ 9,716 Cash payments of income taxes, net $ 14,970 $ 15,886 $ 42,917 Non-cash investing and financing transactions: Liabilities for contingent consideration in business combinations $ 2,265 $ 12,184 $ 900 Preferred Stock dividends declared $ 10,400 $ 10,400 $ 10,400 Finance leases of property and equipment $ 579 $ 647 $ 4,041 Settlement of Future Tranche Right upon issuance of Series B Preferred Stock $ — $ — $ 36,962 Retirement of treasury stock $ — $ 106,146 $ 234,999 Settlement of convertible note premium with common stock $ — $ — $ 59,131 Receipt of common stock from the counterparties under the Note Hedges $ — $ — $ 59,651 Accrued but unpaid purchases of property and equipment $ 371 $ 2,353 $ 750 Accrued but unpaid purchases of treasury stock $ — $ 616 $ — Receivable in exchange for sale of divested businesses $ 6,491 $ — $ — Excise tax on share repurchases $ 754 $ — $ — |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Summary of Components of Accumulated Other Comprehensive Loss | The following table summarizes changes in the components of our accumulated other comprehensive loss by component for the years ended January 31, 2024 and 2023: (in thousands) Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges Foreign Currency Translation Adjustments Total Accumulated other comprehensive loss at January 31, 2022 $ (48) $ (118,467) $ (118,515) Other comprehensive loss before reclassifications (588) (35,545) (36,133) Amounts reclassified out of accumulated other comprehensive loss (549) — (549) Net other comprehensive loss (39) (35,545) (35,584) Accumulated other comprehensive loss at January 31, 2023 (87) (154,012) (154,099) Other comprehensive (loss) income before reclassifications (329) 10,123 9,794 Amounts reclassified out of accumulated other comprehensive loss (557) — (557) Cumulative currency translation loss realized from divestiture — (786) (786) Net other comprehensive income 228 10,909 11,137 Accumulated other comprehensive income (loss) at January 31, 2024 $ 141 $ (143,103) $ (142,962) |
Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Loss | The amounts reclassified out of accumulated other comprehensive loss into the consolidated statements of operations, with presentation location, for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, Financial Statement Location (in thousands) 2024 2023 2022 Unrealized (losses) gains on derivative financial instruments: Foreign currency forward contracts $ (7) $ (1) $ 1 Cost of recurring revenue (59) (60) 24 Cost of nonrecurring revenue (416) (392) 142 Research and development, net (194) (207) 65 Selling, general and administrative (676) (660) 232 Total, before income taxes 119 111 (39) Provision for income taxes $ (557) $ (549) $ 193 Total, net of income taxes Interest rate swap agreement $ — $ — $ (1,014) Interest expense — — (15,655) Other income (expense), net — — (16,669) Total, before income taxes — — 3,638 Benefit from income taxes $ — $ — $ (13,031) Total, net of income taxes Foreign currency translation loss: $ (786) $ — $ — Selling, general and administrative — — — Provision for income taxes $ (786) $ — $ — Total, net of income taxes |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Before Provision for Income Taxes | The components of income before provision for income taxes for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Domestic $ (13,507) $ (6,676) $ (12,492) Foreign 74,779 61,438 51,996 Total income before provision for income taxes $ 61,272 $ 54,762 $ 39,504 |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended January 31, 2024, 2023, and 2022 consisted of the following: Year Ended January 31, (in thousands) 2024 2023 2022 Current provision for income taxes: Federal $ 20,128 $ 30,637 $ 3,215 State 2,784 2,733 1,121 Foreign 16,365 15,277 30,840 Total current provision for income taxes 39,277 48,647 35,176 Deferred (benefit from) provision for income taxes: Federal (17,086) (8,010) 6,714 State (133) (699) 255 Foreign (420) (835) (18,292) Total deferred benefit from income taxes (17,639) (9,544) (11,323) Total provision for income taxes $ 21,638 $ 39,103 $ 23,853 |
Schedule of 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 provision for income taxes for the years ended January 31, 2024, 2023, and 2022 was as follows: Year Ended January 31, (in thousands) 2024 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Income tax provision at the U.S. federal statutory rate $ 12,867 $ 11,499 $ 8,296 State income tax (benefit) provision (695) 2,617 (1,238) Foreign tax rate differential 6,556 3,244 6,262 Tax incentives (5,403) (3,779) (6,378) Valuation allowances 8,464 (292) 2,616 Stock-based and other compensation 5,612 3,347 897 Litigation and other non-deductible expenses (475) 1,770 (238) Tax credits (17,012) 321 117 Tax contingencies (1,597) 2,333 2,108 Change in fair value of future tranche right — — (3,320) Tax effects of business divestiture (1,372) — — Changes in tax laws 89 9 1,552 U.S. tax effects of foreign operations 14,903 18,642 13,480 Other, net (299) (608) (301) Total provision for income taxes $ 21,638 $ 39,103 $ 23,853 Effective income tax rate 35.3 % 71.4 % 60.4 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consisted of the following at January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 Deferred tax assets: Accrued expenses $ 2,843 $ 4,506 Operating lease liabilities 6,054 7,974 Loss carryforwards 23,171 20,483 Tax credits 14,241 5,408 Stock-based and other compensation 5,593 3,963 Capitalized research and development expenses 31,530 18,669 Other, net 1,193 995 Total deferred tax assets 84,625 61,998 Deferred tax liabilities: Prepaid expenses (2,497) (2,600) Depreciation of property and equipment (1,931) (2,732) Deferred cost of revenue (8,810) (9,707) Goodwill and other intangible assets (19,252) (20,607) Unremitted earnings of foreign subsidiaries (3,137) (1,784) Operating lease right-of-use assets (3,965) (5,241) Total deferred tax liabilities (39,592) (42,671) Valuation allowance (28,891) (20,357) Net deferred tax assets (liabilities) $ 16,142 $ (1,030) Recorded as: Deferred tax assets $ 25,697 $ 10,719 Deferred tax liabilities (9,555) (11,749) Net deferred tax assets (liabilities) $ 16,142 $ (1,030) |
Schedule of Valuation Allowance | Activity in the recorded valuation allowance consisted of the following for the years ended January 31, 2024 and 2023: Year Ended January 31, (in thousands) 2024 2023 Valuation allowance, beginning of year $ (20,357) $ (20,711) Income tax (provision) benefit (8,464) 292 Currency translation adjustment and other (70) 62 Valuation allowance, end of year $ (28,891) $ (20,357) |
Schedule of Aggregate Changes in the Balance of Gross Unrecognized Tax Benefits | For the years ended January 31, 2024, 2023, and 2022, the aggregate changes in the balance of gross unrecognized tax benefits were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Gross unrecognized tax benefits, beginning of year $ 87,928 $ 84,229 $ 84,847 Increases related to tax positions taken during the current year 853 645 672 Increases related to tax positions taken during prior years 1,598 4,260 430 (Decreases) increases related to foreign currency exchange rates (174) (404) 45 Reductions for tax positions of prior years (843) (84) (152) Lapses of statutes of limitations (6,098) (718) (1,613) Gross unrecognized tax benefits, end of year $ 83,264 $ 87,928 $ 84,229 |
Schedule of Income Tax Returns Under Examination in Major Tax Jurisdictions | As of January 31, 2024, income tax returns are under examination in the following significant tax jurisdictions: Jurisdiction Tax Years United Kingdom December 31, 2006, January 31, 2008 India March 31, 2010 - March 31, 2013, March 31, 2017, March 31, 2020, March 31, 2022 Israel January 31, 2019 - January 31, 2022 Brazil December 31, 2018 Philippines January 31, 2021 - January 31, 2023 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
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, 2024 and 2023: January 31, 2024 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 85,647 $ — $ — U.S. Treasury bills, classified as cash and cash equivalents 249 — — Foreign currency forward contracts — 183 — Contingent consideration receivable — — 2,685 Total assets $ 85,896 $ 183 $ 2,685 Liabilities: Foreign currency forward contracts $ — $ 11 $ — Contingent consideration — business combinations — 3,750 3,511 Total liabilities $ — $ 3,761 $ 3,511 January 31, 2023 Fair Value Hierarchy Category (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 96,941 $ — $ — Commercial paper, classified as cash and cash equivalents — 50,869 $ — Foreign currency forward contracts — 19 — Contingent consideration receivable — 8 — Total assets $ 96,941 $ 50,896 $ — Liabilities: Foreign currency forward contracts $ — $ 124 $ — Contingent consideration — business combinations — — 12,717 Total liabilities $ — $ 124 $ 12,717 |
Schedule of Changes in the Estimated Fair Value 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, 2024 and 2023: Year Ended January 31, (in thousands) 2024 2023 Fair value measurement, beginning of year $ 12,717 $ — Contingent consideration liabilities recorded for business combinations 2,265 12,184 Changes in fair values, recorded in operating expenses (3,043) 408 Payments of contingent consideration (4,906) — Foreign currency translation and other 228 125 Transfer of contingent consideration liability to Level 2 of the fair value hierarchy (3,750) — Fair value measurement, end of year $ 3,511 $ 12,717 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Financial Instruments | The fair values of our derivative financial instruments and their classifications in our consolidated balance sheets as of January 31, 2024 and 2023 were as follows: January 31, (in thousands) Balance Sheet Classification 2024 2023 Derivative assets: Foreign currency forward contracts: Designated as cash flow hedges Prepaid expenses and other current assets $ 183 $ 19 Total derivative assets $ 183 $ 19 Derivative liabilities: Foreign currency forward contracts: Designated as cash flow hedges Accrued expenses and other current liabilities $ 11 $ 124 Total derivative liabilities $ 11 $ 124 |
Schedule of the Effects of Derivative Financial Instruments Designated as Cash Flow Hedging Instruments | The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the consolidated statement of operations for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Net (losses) gains recognized in AOCL: Foreign currency forward contracts $ (399) $ (707) $ 85 $ (399) $ (707) $ 85 Net (losses) gains reclassified from AOCL to the consolidated statements of operations: Foreign currency forward contracts $ (676) $ (660) $ 232 Interest rate swap agreement — — (16,669) $ (676) $ (660) $ (16,437) |
Schedule of Losses Recognized on Derivative Financial Instruments Not Designated as Hedging Instruments | Losses recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended January 31, 2024, 2023, and 2022 were as follows: Classification in Consolidated Statements of Operations Year Ended January 31, (in thousands) 2024 2023 2022 Interest rate swap agreements Other income (expense), net $ — $ — $ (14,374) $ — $ — $ (14,374) |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | We recognized stock-based compensation expense in the following line items on the consolidated statements of operations for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Component of income before provision for income taxes: Cost of revenue - recurring $ 2,114 $ 2,856 $ 1,999 Cost of revenue - nonrecurring 2,017 2,806 3,029 Research and development, net 11,918 12,576 7,565 Selling, general and administrative 51,550 57,876 52,672 Total stock-based compensation expense 67,599 76,114 65,265 Income tax benefits related to stock-based compensation (before consideration of valuation allowances) 11,580 12,368 10,615 Total stock-based compensation, net of taxes $ 56,019 $ 63,746 $ 54,650 |
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, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Restricted stock units and restricted stock awards $ 62,006 $ 68,258 $ 58,678 Stock bonus program and bonus share program 5,616 7,793 6,568 Total equity-settled awards 67,622 76,051 65,246 Phantom stock units (cash-settled awards) (23) 63 19 Total stock-based compensation expense $ 67,599 $ 76,114 $ 65,265 |
Schedule of RSU Activity | The following table (“Award Activity Table”) summarizes activity for RSUs, PSUs, and other stock awards that reduce available Plan capacity under the Plans for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, 2024 2023 2022 (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 2,230 $ 52.42 2,454 $ 42.99 2,950 $ 35.97 Granted 2,127 $ 35.68 1,743 $ 54.98 1,540 $ 48.01 Released (1,433) $ 46.12 (1,733) $ 42.13 (1,800) $ 36.14 Forfeited (266) $ 43.70 (234) $ 48.86 (236) $ 40.23 Ending balance 2,658 $ 43.29 2,230 $ 52.42 2,454 $ 42.99 |
Schedule of Performance Share Activity | The following table summarizes PSU activity in isolation under the Plans for the years ended January 31, 2024, 2023, and 2022 (these amounts are also included in the Award Activity Table above for 2024, 2023, and 2022): Year Ended January 31, (in thousands) 2024 2023 2022 Beginning balance 532 547 743 Granted 277 278 212 Released (230) (279) (381) Forfeited (47) (14) (27) Ending balance 532 532 547 |
Summary of Key Data for Stock Bonus Program | The following table summarizes activity under the stock bonus program during the years ended January 31, 2024, 2023, and 2022 in isolation from other share activity. As noted above, shares issued in a given fiscal year are in respect of the prior fiscal year’s program period. Also, as noted above, shares issued in respect of the discount feature under the program reduce available plan capacity and are included in the Award Activity Table above. Other shares issued under the program do not reduce available plan capacity and are therefore excluded from the Award Activity Table above. Year Ended January 31, (in thousands) 2024 2023 2022 Shares in lieu of cash bonus — granted and released (not included in the Award Activity Table above) 27 119 — Shares in respect of discount (included in the Award Activity Table above): Granted — 12 — Released 2 10 — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Expenses | The components of lease expenses for the years ended January 31, 2024, 2023, and 2022 were as follows: Year Ended January 31, (in thousands) 2024 2023 2022 Operating lease expenses $ 9,596 $ 16,301 $ 24,241 Finance lease expenses: Amortization of right-of-use assets 2,481 3,057 3,223 Interest on lease liabilities 132 188 260 Total finance lease expenses 2,613 3,245 3,483 Variable lease expenses 2,829 6,318 6,344 Short-term lease expenses 148 774 1,055 Sublease income (74) (267) (1,804) Total lease expenses $ 15,112 $ 26,371 $ 33,319 |
Schedule of Supplemental Cash Flow Information Related to Leases | Other information related to leases was as follows: Year Ended January 31, (dollars in thousands) 2024 2023 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,524 $ 21,261 $ 19,360 Operating cash flows from finance leases 132 187 260 Financing cash flows from finance leases 2,018 2,870 3,189 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 6,274 $ 19,490 $ 11,282 Finance leases 579 647 4,041 Weighted average remaining lease terms Operating leases 8 years 7 years 3 years Finance leases 2 years 2 years 3 years Weighted average discount rates Operating leases 6.8 % 6.2 % 4.8 % Finance leases 3.6 % 3.6 % 3.8 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of January 31, 2024 were as follows: January 31, 2024 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2025 $ 7,234 $ 1,472 2026 7,245 882 2027 6,161 182 2028 5,534 70 2029 4,838 — Thereafter 18,601 — Total future minimum lease payments 49,613 2,606 Less: imputed interest (12,021) (86) Total $ 37,592 $ 2,520 Reported as of January 31, 2024: Accrued expenses and other current liabilities $ 5,492 $ 1,433 Operating lease liabilities 32,100 — Other liabilities — 1,087 Total $ 37,592 $ 2,520 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of January 31, 2024 were as follows: January 31, 2024 (in thousands) Operating Leases Finance Leases Year Ending January 31, 2025 $ 7,234 $ 1,472 2026 7,245 882 2027 6,161 182 2028 5,534 70 2029 4,838 — Thereafter 18,601 — Total future minimum lease payments 49,613 2,606 Less: imputed interest (12,021) (86) Total $ 37,592 $ 2,520 Reported as of January 31, 2024: Accrued expenses and other current liabilities $ 5,492 $ 1,433 Operating lease liabilities 32,100 — Other liabilities — 1,087 Total $ 37,592 $ 2,520 |
SEGMENT, GEOGRAPHIC, AND SIGN_2
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION (Tables) | 12 Months Ended |
Jan. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The information below summarizes revenue from unaffiliated customers by geographic area for the years ended January 31, 2024, 2023, and 2022: Year Ended January 31, (in thousands) 2024 2023 2022 Americas: United States $ 580,124 $ 572,837 $ 552,680 Other 62,826 56,557 48,043 Total Americas 642,950 629,394 600,723 EMEA: United Kingdom 101,990 99,360 100,606 Other 73,641 82,680 79,560 Total EMEA 175,631 182,040 180,166 APAC 91,806 90,811 93,620 Total revenue $ 910,387 $ 902,245 $ 874,509 Property and equipment, net by geographic area consisted of the following as of January 31, 2024 and 2023: January 31, (in thousands) 2024 2023 United States $ 34,818 $ 50,917 United Kingdom 5,797 7,244 Other countries 7,089 6,649 Total property and equipment, net $ 47,704 $ 64,810 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Description of Business (Details) | 12 Months Ended |
Jan. 31, 2024 employee office company | |
Accounting Policies [Abstract] | |
Percentage of fortune 100 companies as customers | company | 85 |
Number of offices | office | 15 |
Entity number of employees | employee | 3,700 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Spin-Off, Apax Convertible Preferred Stock Investment and Principles of Consolidation (Details) - USD ($) | Apr. 06, 2021 | Feb. 01, 2021 | May 07, 2020 | Dec. 04, 2019 | Jan. 31, 2024 | Jan. 31, 2023 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Spin-off transaction, number of shares received (in shares) | 1 | |||||
Apax | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Percentage ownership of outstanding shares | 13.50% | |||||
Convertible Preferred Stock | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 400,000,000 | |||||
Series A Preferred Stock | Series A Private Placement | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 200,000,000 | |||||
Series B Preferred Stock | Series B Private Placement | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 200,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Accounting Policies [Abstract] | ||
Minimum maturity period of short term investments in time deposits (in days) | 90 days | |
Marketable debt securities | $ 200,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations Of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Accounts Receivable | Partner A | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
Accounts Receivable | Partner B | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
Contract Assets | Partner A | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
Contract Assets | Partner B | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for credit losses, beginning of year | $ 1,290 | $ 1,260 | $ 1,609 |
Provisions charged to expense | 2,082 | 565 | 1,242 |
Amounts written off | (2,094) | (566) | (1,666) |
Other, including fluctuations in foreign exchange rates | (33) | 31 | 75 |
Allowance for credit losses, end of year | 1,245 | 1,290 | 1,260 |
Estimated expected credit losses | $ 100 | $ 100 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property And Equipment, Net (Details) | Jan. 31, 2024 |
Equipment, furniture, and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 3 years |
Equipment, furniture, and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 4 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, (in years) | 10 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Software Development Costs and Internal-Use Software Development Costs and Cloud Computing Arrangements (Details) | Jan. 31, 2024 |
Software Development Costs | |
Software Development Costs | |
Estimated useful lives, (in years) | 5 years |
Internal-Use Software | Minimum | |
Software Development Costs | |
Estimated useful lives, (in years) | 4 years |
Internal-Use Software | Maximum | |
Software Development Costs | |
Estimated useful lives, (in years) | 7 years |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Business Segment Information (Details) | 12 Months Ended |
Jan. 31, 2024 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill And Other Acquired Intangible Assets (Details) | Jan. 31, 2024 |
Accounting Policies [Abstract] | |
Estimated useful lives of finite-lived intangible assets (in years) | 10 years |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Costs to Obtain and Fulfill Contracts (Details) | 12 Months Ended |
Jan. 31, 2024 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Customer engagement contracts renewal period | 5 years |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Sales and agent commissions, amortization period | 6 years |
Customer engagement contracts renewal period | 6 years |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transaction Gains And Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Accounting Policies [Abstract] | |||
Foreign currency (losses) gains, net | $ (439) | $ 3,453 | $ (1,644) |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) | Apr. 09, 2021 |
2021 Notes | |
Debt Conversion | |
Coupon interest rate | 0.25% |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements Recently Adopted (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Excise tax on share repurchases | $ 754 | $ 0 | $ 0 |
December 2022 Share Repurchase Program | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Excise tax on share repurchases | $ 800 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) | 12 Months Ended |
Jan. 31, 2024 | |
Disaggregation of Revenue [Line Items] | |
Software maintenance, period | 1 year |
Software | |
Disaggregation of Revenue [Line Items] | |
Warranty period (in days/years) | 90 days |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Unbundled contracts renewal term | 1 year |
Minimum | Hardware | |
Disaggregation of Revenue [Line Items] | |
Warranty period (in days/years) | 1 year |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Unbundled contracts renewal term | 3 years |
Maximum | Hardware | |
Disaggregation of Revenue [Line Items] | |
Warranty period (in days/years) | 3 years |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 910,387 | $ 902,245 | $ 874,509 |
Bundled SaaS revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 250,526 | 222,560 | 183,035 |
Unbundled SaaS revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 264,302 | 221,645 | 139,729 |
Total SaaS revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 514,828 | 444,205 | 322,764 |
Optional managed services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 47,718 | 61,388 | 65,648 |
Support revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 136,702 | 179,944 | 244,717 |
Recurring | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 699,248 | 685,537 | 633,129 |
Perpetual revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 99,853 | 116,611 | 138,078 |
Professional services and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 111,286 | 100,097 | 103,302 |
Nonrecurring | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 211,139 | $ 216,708 | $ 241,380 |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Unbundled contracts renewal term | 1 year | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Unbundled contracts renewal term | 3 years |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 190,461 | $ 188,414 |
Contract assets, net | 66,913 | 60,444 |
Long-term contract assets, net (included in other assets) | 31,379 | 37,950 |
Contract liabilities | 254,437 | 271,476 |
Long-term contract liabilities | $ 10,581 | $ 18,047 |
REVENUE RECOGNITION - Contrac_2
REVENUE RECOGNITION - Contract Balances Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Concentration Risk [Line Items] | ||
Accounts receivable from contract assets recognized at the beginning of each period | $ 56 | $ 43.2 |
Contract assets recognized in current period | 52.9 | 69.9 |
Current period revenue recognized from beginning balance of contract liabilities | $ 252.7 | $ 242.4 |
Accounts Receivable | Customer Concentration Risk | Partner A | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
Accounts Receivable | Customer Concentration Risk | Partner B | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
Contract Assets | Customer Concentration Risk | Partner A | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
Contract Assets | Customer Concentration Risk | Partner B | ||
Concentration Risk [Line Items] | ||
Concentrations of credit risk, percentage | 14% | 15% |
REVENUE RECOGNITION - Timing of
REVENUE RECOGNITION - Timing of Remaining Performance Obligations (Details) | Jan. 31, 2024 | Jan. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 5 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 5 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 5 years | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 1 year | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 1 year | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 3 years | 3 years |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation, period | 3 years |
REVENUE RECOGNITION - Remaining
REVENUE RECOGNITION - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation | $ 744,302 | $ 727,041 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation | 464,346 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation | 464,600 | $ 262,695 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-02-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue performance obligation | $ 279,702 |
REVENUE RECOGNITION - Costs To
REVENUE RECOGNITION - Costs To Obtain And Fulfill Contracts (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Sales Commission | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | $ 57,800,000 | $ 58,600,000 | |
Capitalized contract cost, amortization | 34,200,000 | 33,100,000 | $ 33,100,000 |
Capitalized contract cost, impairment losses | 0 | 0 | 0 |
Sales Commission | Prepaid expenses and other current assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 2,700,000 | 3,700,000 | |
Sales Commission | Other assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 55,100,000 | 54,900,000 | |
Costs to Fulfill | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 3,200,000 | 5,100,000 | |
Capitalized contract cost, amortization | 3,000,000 | 3,000,000 | $ 3,200,000 |
Costs to Fulfill | Prepaid expenses and other current assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | 200,000 | 200,000 | |
Costs to Fulfill | Other assets | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized contract cost, net | $ 3,000,000 | $ 4,900,000 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Calculation of Basic And Diluted Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Net Income Attributable to Verint Systems Inc. [Abstract] | |||
Net income | $ 39,634 | $ 15,659 | $ 15,651 |
Net income attributable to noncontrolling interests | 1,024 | 761 | 1,238 |
Net income attributable to Verint Systems Inc. | 38,610 | 14,898 | 14,413 |
Dividends on preferred stock | (20,800) | (20,800) | (18,922) |
Net income (loss) attributable to Verint Systems Inc. common shares | 17,810 | (5,902) | (4,509) |
Dilutive effect of dividends on preferred stock | 0 | 0 | 0 |
Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share | $ 17,810 | $ (5,902) | $ (4,509) |
Weighted-average shares outstanding: | |||
Basic (in shares) | 63,990 | 65,332 | 65,591 |
Dilutive effect of employee equity award plans (in shares) | 328 | 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) | 64,318 | 65,332 | 65,591 |
Net income (loss) income per common share attributable to Verint Systems Inc.: | |||
Basic (in dollars per share) | $ 0.28 | $ (0.09) | $ (0.07) |
Diluted (in dollars per share) | $ 0.28 | $ (0.09) | $ (0.07) |
2021 Notes | |||
Weighted-average shares outstanding: | |||
Dilutive effect of convertible senior notes (in shares) | 0 | 0 | 0 |
2014 Notes | |||
Weighted-average shares outstanding: | |||
Dilutive effect of convertible senior notes (in shares) | 0 | 0 | 0 |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Schedule of Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Restricted and performance stock-based awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,840 | 2,120 | 1,580 |
2014 Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 481 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 117 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,498 | 5,498 | 5,498 |
Series B Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,980 | 3,980 | 3,282 |
NET INCOME (LOSS) PER COMMON _5
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Additional Information (Details) - $ / shares | 5 Months Ended | ||||
Jan. 21, 2022 | Apr. 09, 2021 | Apr. 06, 2021 | Feb. 01, 2021 | Jun. 18, 2014 | |
2021 Notes | |||||
Class of Stock [Line Items] | |||||
Conversion price (in dollars per share) | $ 62.08 | $ 62.08 | |||
Capped calls, initial cap price (in dollars per share) | $ 100 | ||||
2014 Notes | |||||
Class of Stock [Line Items] | |||||
Conversion price (in dollars per share) | $ 40.55 | ||||
Exercise price of warrants (in dollars per share) | $ 47.18 | $ 75 | |||
Number of shares of common stock upon conversion (in shares) | 9,541,000 | ||||
Warrants, number of underlying common shares (in shares) | 9,865,000 | ||||
Warrants issued (in shares) | 293,143 | ||||
Warrants exercised on a cashless basis (in shares) | 5,031,000 |
CASH, CASH EQUIVALENTS, AND S_3
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | $ 241,400 | $ 282,099 | $ 358,805 |
Cash and cash equivalents, fair value | 241,400 | 282,099 | |
Proceeds from maturities and sales of short-term investments | 4,100 | 10,700 | $ 46,300 |
Bank time deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost Basis | 686 | 697 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 686 | 697 | |
Total short-term investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost Basis | 686 | 697 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | 686 | 697 | |
Cash and bank time deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 155,504 | 134,289 | |
Cash and cash equivalents, fair value | 155,504 | 134,289 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 85,647 | 96,941 | |
Cash and cash equivalents, fair value | 85,647 | 96,941 | |
Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 50,869 | ||
Cash and cash equivalents, fair value | $ 50,869 | ||
U.S. Treasury bills | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents, cost basis | 249 | ||
Cash and cash equivalents, fair value | $ 249 |
BUSINESS COMBINATIONS, ASSET _3
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Business Combinations For Year Ended January 31, 2024 (Details) | Jan. 31, 2024 employee |
Business Acquisition [Line Items] | |
Entity number of employees | 3,700 |
Series of Individually Immaterial Business Acquisitions | |
Business Acquisition [Line Items] | |
Entity number of employees | 3 |
BUSINESS COMBINATIONS, ASSET _4
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Business Combinations For Year Ended January 31, 2023 (Details) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2024 USD ($) employee | Jan. 31, 2023 USD ($) employee business_combination | Aug. 31, 2022 employee | Jan. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business_combination | 2 | |||
Entity number of employees | employee | 3,700 | |||
Goodwill | $ 1,352,715 | $ 1,347,213 | $ 1,353,421 | |
August 2022 Acquisition | ||||
Business Acquisition [Line Items] | ||||
Entity number of employees | employee | 6 | |||
January 2023 Acquisition | ||||
Business Acquisition [Line Items] | ||||
Entity number of employees | employee | 20 | |||
Business Combinations Year Ended January 31 2023 | ||||
Business Acquisition [Line Items] | ||||
Total purchase prices | $ 38,400 | |||
Cash | 26,100 | |||
Contingent consideration obligations, fair value | 12,200 | |||
Purchase price adjustments of business combinations | 100 | |||
Cash acquired from acquisition | 4,200 | |||
Business combination, contingent consideration (up to) | 21,400 | |||
Goodwill | 25,600 | |||
Business acquisition, goodwill deductible for income tax purposes | 5,100 | |||
Business acquisition, goodwill not deductible for income tax purposes | 20,500 | |||
Business acquisition related costs | $ 700 | 1,100 | ||
Business Combinations Year Ended January 31 2023 | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 6,000 | |||
Business Combinations Year Ended January 31 2023 | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 4,200 | |||
Business Combinations Year Ended January 31 2023 | Trade names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 100 |
BUSINESS COMBINATIONS, ASSET _5
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Conversocial Limited (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 23, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Cash paid for business combinations, including adjustments, net of cash acquired | $ 50,200 | |||
Goodwill | $ 1,352,715 | $ 1,347,213 | $ 1,353,421 | |
Finite-lived intangible asset, useful life (in years) | 10 years | |||
Conversocial Limited | ||||
Business Acquisition [Line Items] | ||||
Cash | 53,409 | |||
Cash acquired from acquisition | 3,200 | |||
Other purchase price adjustments | (190) | |||
Goodwill | 31,308 | |||
Business acquisition, goodwill deductible for income tax purposes | 500 | |||
Business acquisition, goodwill not deductible for income tax purposes | 30,800 | |||
Current and long-term contract liabilities | 3,410 | |||
Component of the purchase price allocation | $ 1,200 | |||
Business acquisition related costs | $ 100 | $ 1,200 | $ 3,400 | |
Weighted-average estimated useful life of all finite-lived identifiable intangible assets (in years) | 5 years 10 months 24 days | |||
Conversocial Limited | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life (in years) | 7 years | |||
Conversocial Limited | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life (in years) | 5 years | |||
Conversocial Limited | Trademarks and trade names | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life (in years) | 1 year | |||
Conversocial Limited | Prepaid expenses and other current assets | ||||
Business Acquisition [Line Items] | ||||
Component of the purchase price allocation | $ 700 | |||
Conversocial Limited | Other assets | ||||
Business Acquisition [Line Items] | ||||
Component of the purchase price allocation | $ 500 |
BUSINESS COMBINATIONS, ASSET _6
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Conversocial Limited - Schedule of Purchase Price allocation (Details) - USD ($) $ in Thousands | Aug. 23, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,352,715 | $ 1,347,213 | $ 1,353,421 | |
Conversocial Limited | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 53,409 | |||
Other purchase price adjustments | (190) | |||
Total purchase price | 53,219 | |||
Accounts receivable | 1,694 | |||
Other current assets, including cash acquired | 5,462 | |||
Other assets | 511 | |||
Current and other liabilities | (1,945) | |||
Contract liabilities - current and long-term | (3,410) | |||
Deferred income taxes | (301) | |||
Net tangible assets | 2,011 | |||
Identifiable intangible assets | 19,900 | |||
Goodwill | 31,308 | |||
Total purchase price allocation | 53,219 | |||
Conversocial Limited | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 9,800 | |||
Conversocial Limited | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 9,900 | |||
Conversocial Limited | Trademarks and trade names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 200 |
BUSINESS COMBINATIONS, ASSET _7
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Other Business Combination Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | |||
Changes in fair values, recorded in operating expenses | $ (3) | $ 0.2 | $ 0.9 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative |
Payments of contingent consideration earned | $ 4.9 | $ 7.5 | $ 9.6 |
Recurring | |||
Business Acquisition [Line Items] | |||
Contingent consideration obligations, fair value | 7.3 | ||
Recurring | Accrued expenses and other current liabilities | |||
Business Acquisition [Line Items] | |||
Contingent consideration obligations, fair value | 4.5 | ||
Recurring | Other Noncurrent Liabilities | |||
Business Acquisition [Line Items] | |||
Contingent consideration obligations, fair value | $ 2.8 |
BUSINESS COMBINATIONS, ASSET _8
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Asset Acquisition (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Jan. 31, 2024 | |
Asset Acquisition [Line Items] | ||
Asset acquisition, deposit payment | $ 1 | |
Asset acquisition, direct deal costs | 0.2 | |
Milestone Payments | ||
Asset Acquisition [Line Items] | ||
Asset acquisition, milestone payments | 3 | |
Asset acquisition, contingent consideration held in third-party escrow account | $ 2 | $ 1.2 |
Payment for asset acquisition contingent consideration | 1.8 | |
Integration Milestone | ||
Asset Acquisition [Line Items] | ||
Asset acquisition, contingent consideration released from third-party escrow account | 0.8 | |
Consideration Contingent Upon Achieving Certain Performance Targets | Maximum | ||
Asset Acquisition [Line Items] | ||
Asset acquisition, contingent consideration | 5 | |
Consideration Contingent Upon Achieving Certain Performance Targets | Minimum | ||
Asset Acquisition [Line Items] | ||
Asset acquisition, contingent consideration | $ 2 |
BUSINESS COMBINATIONS, ASSET _9
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Divestitures (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2024 USD ($) employee | Mar. 31, 2023 USD ($) installment | Jan. 31, 2024 USD ($) employee | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of business agreement terms, period following transaction closing date | 6 years | ||||
Proceeds from divestiture of businesses | $ (9,541) | $ 0 | $ 0 | ||
Entity number of employees | employee | 3,700 | 3,700 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration from divestiture | $ 6,000 | $ 6,000 | |||
Proceeds from divestiture of businesses | (9,700) | ||||
Cumulative foreign translation adjustment | 800 | ||||
Cash divested from deconsolidation | 6,500 | ||||
Tangible assets | 1,000 | 1,000 | |||
Intangible assets disposed | 500 | 500 | |||
Goodwill disposed | $ 6,800 | 6,800 | |||
Revenue | $ 25,200 | $ 33,200 | $ 34,700 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Product Line Inherited As Part Of Legacy Acquisition | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration from divestiture | $ 700 | ||||
Proceeds from divestiture of businesses | 200 | ||||
Intangible assets disposed | 200 | ||||
Goodwill disposed | $ 300 | ||||
Consideration from divestiture, number of installments | installment | 3 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Acquisition-Related Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 693,166 | $ 694,249 |
Accumulated Amortization | (635,700) | (608,977) |
Net | 57,466 | 85,272 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 455,184 | 458,013 |
Accumulated Amortization | (412,587) | (390,113) |
Net | 42,597 | 67,900 |
Acquired technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 231,815 | 229,317 |
Accumulated Amortization | (217,006) | (212,065) |
Net | 14,809 | 17,252 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 3,727 | 4,479 |
Accumulated Amortization | (3,667) | (4,359) |
Net | 60 | 120 |
Distribution network | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,440 | 2,440 |
Accumulated Amortization | (2,440) | (2,440) |
Net | $ 0 | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Additional Information (Details) | 12 Months Ended | ||
Jan. 31, 2024 USD ($) reporting_unit | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 32,500,000 | $ 39,400,000 | $ 46,800,000 |
Impairment of intangible assets, finite-lived | $ 0 | 0 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative | ||
Number of reporting units | reporting_unit | 1 | ||
Impairments of goodwill | $ 0 | $ 0 | $ 0 |
Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 400,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Estimated Future Amortization Expense on Finite-lived Acquisition-related Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Amount | ||
2025 | $ 17,217 | |
2026 | 16,367 | |
2027 | 12,587 | |
2028 | 7,744 | |
2029 | 2,837 | |
Thereafter | 714 | |
Net | $ 57,466 | $ 85,272 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Goodwill Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill [Roll Forward] | |||
Goodwill, gross at the beginning of the period | $ 1,408,758 | $ 1,403,256 | $ 1,409,464 |
Accumulated impairment losses | (56,043) | (56,043) | $ (56,043) |
Goodwill, net at the beginning of the period | 1,347,213 | 1,353,421 | |
Business combinations, including adjustments to prior period acquisitions | 2,409 | 25,239 | |
Divested businesses | (7,120) | ||
Foreign currency translation and other | 10,213 | (31,447) | |
Goodwill, net, at the end of the period | $ 1,352,715 | $ 1,347,213 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2021 |
Debt Instrument [Line Items] | |||
Less: unamortized debt discounts and issuance costs | $ (4,035) | $ (6,092) | |
Total debt | 410,965 | 408,908 | |
Less: current maturities | 0 | 0 | |
Long-term debt | 410,965 | 408,908 | |
2021 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding | 315,000 | 315,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding | 100,000 | 0 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding | $ 0 | $ 100,000 | $ 100,000 |
LONG-TERM DEBT - 2021 Notes (De
LONG-TERM DEBT - 2021 Notes (Details) | 12 Months Ended | ||||
Apr. 09, 2021 USD ($) $ / shares | Apr. 06, 2021 USD ($) $ / shares | Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Payments of debt issuance costs | $ 232,000 | $ 224,000 | $ 10,708,000 | ||
Series B Preferred Stock | Series B Private Placement | |||||
Debt Instrument [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 200,000,000 | ||||
2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 315,000,000 | ||||
Coupon interest rate | 0.25% | ||||
Convertible debt, conversion ratio | 0.0161092 | ||||
Conversion price (in dollars per share) | $ / shares | $ 62.08 | $ 62.08 | |||
Payments of debt issuance costs | $ 8,900,000 | ||||
Effective interest rate (as a percent) | 0.83% |
LONG-TERM DEBT - 2014 Notes (De
LONG-TERM DEBT - 2014 Notes (Details) - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | |||||
Jun. 01, 2021 | Jun. 18, 2014 | Jul. 31, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Payment for debt extinguishment, principal | $ 0 | $ 0 | $ 386,887,000 | ||||
2014 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 400,000,000 | ||||||
Coupon interest rate | 1.50% | ||||||
Proceeds from issuance of convertible notes, net of underwriting discounts | $ 391,900,000 | ||||||
Repurchased amount in cash | $ 13,100,000 | ||||||
Principal amount - repurchased notes | 13,000,000 | ||||||
Payment for debt extinguishment | $ 389,800,000 | ||||||
Payment for debt extinguishment, principal | 386,900,000 | ||||||
Payment for debt extinguishment, interest | 2,900,000 | ||||||
Incremental conversion value | $ 57,700,000 | ||||||
Treasury stock reissued (in shares) | 1,250 | ||||||
2014 Notes | Cumulative Effect, Period of Adoption, Adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Equity component of currently redeemable convertible notes | $ 78,000,000 |
LONG-TERM DEBT - Capped Calls,
LONG-TERM DEBT - Capped Calls, Note Hedges and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |||||||
Jun. 01, 2021 | Apr. 06, 2021 | Feb. 01, 2021 | Jun. 18, 2014 | Jan. 21, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Apr. 09, 2021 | |
Debt Instrument [Line Items] | |||||||||
Purchases of capped calls, net of taxes | $ 41,100 | $ 0 | $ 0 | $ 41,060 | |||||
2021 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price (in dollars per share) | $ 62.08 | $ 62.08 | |||||||
Capped calls, initial cap price (in dollars per share) | $ 100 | ||||||||
2014 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion price (in dollars per share) | $ 40.55 | ||||||||
Exercise price of warrants (in dollars per share) | $ 47.18 | $ 75 | |||||||
Note hedges, number of shares with right to acquire from counterparties (in shares) | 9,865,000 | ||||||||
Note hedges, shares with right to acquire from counterparties, price (in dollars per share) | $ 40.55 | ||||||||
Payment for note hedges | $ 60,800 | ||||||||
Note hedges, shares received upon settlement (in shares) | 1,250,000 | ||||||||
Note hedges, number of shares received pertaining to reimbursement | 42,000 | ||||||||
Proceeds from issuance of warrants | $ 45,200 | ||||||||
Warrants issued (in shares) | 293,143 | ||||||||
Warrants exercised on a cashless basis (in shares) | 5,031,000 |
LONG-TERM DEBT - Credit Agreeme
LONG-TERM DEBT - Credit Agreement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
May 10, 2023 | Apr. 27, 2023 | Apr. 30, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jun. 29, 2017 | |
Debt Instrument [Line Items] | |||||||
Accrued interest paid | $ 8,094,000 | $ 4,661,000 | $ 9,716,000 | ||||
Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 725,000,000 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | 425,000,000 | ||||||
Required quarterly principal payment | $ 1,100,000 | ||||||
Repayments of debt | $ 100,000,000 | 309,000,000 | |||||
Long-term debt, gross | $ 100,000,000 | 0 | 100,000,000 | ||||
Accrued interest paid | $ 500,000 | ||||||
Unamortized debt discount | 200,000 | ||||||
Increase to debt issuance costs | 200,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||
Long-term debt, gross | $ 100,000,000 | $ 0 | |||||
Interest rate at end of period (as a percent) | 6.95% | ||||||
Debt covenant, leverage ratio | 4.50 | ||||||
Fourth Amendment To Credit Agreement | Minimum | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin (as a percent) | 0.25% | ||||||
Fourth Amendment To Credit Agreement | Minimum | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin (as a percent) | 1.25% | ||||||
Fourth Amendment To Credit Agreement | Maximum | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin (as a percent) | 1.25% | ||||||
Fourth Amendment To Credit Agreement | Maximum | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate margin (as a percent) | 2.25% |
LONG-TERM DEBT - Components of
LONG-TERM DEBT - Components of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Apr. 09, 2021 | Jun. 18, 2014 | |
Debt Instrument [Line Items] | |||||
Losses on early retirements of debt | $ 237 | $ 0 | $ 2,474 | ||
2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense at coupon or contractual rate | 788 | 787 | 639 | ||
Amortization of deferred debt issuance costs | 1,776 | 1,762 | 1,416 | ||
Total interest expense | 2,564 | 2,549 | 2,055 | ||
Coupon interest rate | 0.25% | ||||
2014 Notes | |||||
Debt Instrument [Line Items] | |||||
Interest expense at coupon or contractual rate | 0 | 0 | 1,933 | ||
Amortization of deferred debt issuance costs | 0 | 0 | 522 | ||
Total interest expense | 0 | 0 | 2,455 | ||
Coupon interest rate | 1.50% | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest expense at coupon or contractual rate | 6,896 | 4,114 | 3,366 | ||
Impact of interest rate swap agreement | 0 | 0 | 1,014 | ||
Amortization of debt discounts | 5 | 19 | 18 | ||
Amortization of deferred debt issuance costs | 739 | 863 | 930 | ||
Losses on early retirements of debt | 237 | 0 | 0 | ||
Total interest expense | $ 7,877 | $ 4,996 | $ 5,328 |
SUPPLEMENTAL CONSOLIDATED FIN_3
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Inventories (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Condensed Financial Information Disclosure [Abstract] | ||
Raw materials | $ 4,402 | $ 3,325 |
Work-in-process | 69 | 40 |
Finished goods | 9,738 | 9,263 |
Inventories | $ 14,209 | $ 12,628 |
SUPPLEMENTAL CONSOLIDATED FIN_4
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Property and equipment, net (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 97,324 | $ 131,381 |
Less: accumulated depreciation and amortization | (49,620) | (66,571) |
Total property and equipment, net | 47,704 | 64,810 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 779 | 820 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,837 | 15,026 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 56,203 | 73,569 |
Equipment, furniture, and other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,505 | $ 41,966 |
SUPPLEMENTAL CONSOLIDATED FIN_5
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |||
Depreciation expense | $ 27.9 | $ 18.6 | $ 20.7 |
Capitalized cloud computing implementation costs | 1.5 | 0.1 | $ 0.1 |
Accumulated amortization | $ 1.6 | $ 0.1 |
SUPPLEMENTAL CONSOLIDATED FIN_6
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Loss Contingencies [Line Items] | ||
Prepaid expenses | $ 25,718 | $ 23,766 |
Other current assets | 25,614 | 27,257 |
Cloud computing implementation costs, net - current portion | 3,423 | 598 |
Total prepaid expenses and other current assets | 59,505 | 75,374 |
Other | ||
Loss Contingencies [Line Items] | ||
Insurance recovery receivable | 0 | 12,503 |
CTI Litigation | ||
Loss Contingencies [Line Items] | ||
CTI litigation settlement indemnification asset - current portion | $ 4,750 | $ 11,250 |
SUPPLEMENTAL CONSOLIDATED FIN_7
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Other assets (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Condensed Financial Information Disclosure [Abstract] | ||||
Deferred commissions | $ 54,757 | $ 54,512 | ||
Long-term contract assets, net | 31,379 | 37,950 | ||
Capitalized software development costs, net | 25,319 | 23,527 | $ 22,483 | $ 19,250 |
Cloud computing implementation costs, net - long-term portion | 6,579 | 2,591 | ||
Noncontrolling equity investments | 5,146 | 5,146 | ||
Long-term deferred cost of revenue | 3,026 | 4,951 | ||
Contingent consideration receivable - long-term portion | 2,685 | 0 | ||
SAFE investment | 1,700 | 0 | ||
CTI litigation settlement indemnification asset - long-term portion | 0 | 4,750 | ||
Other | 8,959 | 14,855 | ||
Other assets | $ 139,550 | $ 148,282 |
SUPPLEMENTAL CONSOLIDATED FIN_8
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Loss Contingencies [Line Items] | ||
Compensation and benefits, excluding bonus | $ 54,727 | $ 53,460 |
Accrued bonus | 25,816 | 20,306 |
Taxes other than income taxes | 13,148 | 16,346 |
Preferred Stock dividends payable | 10,400 | 10,400 |
Operating lease obligations - current portion | 5,492 | 7,965 |
Contingent consideration - current portion | 4,446 | 4,496 |
Income taxes | 2,394 | 443 |
Professional and consulting fees | 1,983 | 2,635 |
Other | 14,277 | 21,643 |
Total accrued expenses and other current liabilities | 137,433 | 155,944 |
CTI Litigation | ||
Loss Contingencies [Line Items] | ||
Litigation settlement liability | 4,750 | 11,250 |
DOJ False Claims Act Litigation | ||
Loss Contingencies [Line Items] | ||
Litigation settlement liability | $ 0 | $ 7,000 |
SUPPLEMENTAL CONSOLIDATED FIN_9
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Other liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Condensed Financial Information Disclosure [Abstract] | ||
Unrecognized tax benefits, including interest and penalties | $ 71,330 | $ 52,887 |
Contingent consideration - long-term portion | 2,815 | 8,221 |
Finance lease obligations - long-term portion | 1,087 | 2,308 |
CTI litigation settlement liability - long-term portion | 0 | 4,750 |
Other | 833 | 466 |
Total other liabilities | $ 76,065 | $ 68,632 |
SUPPLEMENTAL CONSOLIDATED FI_10
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Movement in Capitalized Computer Software, Net [Roll Forward] | |||
Beginning of the period | $ 23,527 | $ 22,483 | $ 19,250 |
Software development costs capitalized during the year | 9,623 | 7,595 | 7,560 |
Amortization of capitalized software development costs | (7,798) | (6,407) | (4,247) |
Write-offs of capitalized software development costs | (136) | (6) | 0 |
Foreign currency translation and other | 103 | (138) | (80) |
End of the period | $ 25,319 | $ 23,527 | $ 22,483 |
SUPPLEMENTAL CONSOLIDATED FI_11
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |||
Foreign currency (losses) gains, net | $ (439) | $ 3,453 | $ (1,644) |
Losses on derivative financial instruments, net | 0 | 0 | (14,374) |
Change in fair value of future tranche right | 0 | 0 | 15,810 |
Other, net | (3,084) | (1,471) | 5,435 |
Total other (expense) income, net | $ (3,523) | $ 1,982 | $ 5,227 |
SUPPLEMENTAL CONSOLIDATED FI_12
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |||
Cash paid for interest | $ 8,094 | $ 4,661 | $ 9,716 |
Cash payments of income taxes, net | 14,970 | 15,886 | 42,917 |
Non-cash investing and financing transactions: | |||
Liabilities for contingent consideration in business combinations | 2,265 | 12,184 | 900 |
Preferred Stock dividends declared | 10,400 | 10,400 | 10,400 |
Finance leases of property and equipment | 579 | 647 | 4,041 |
Settlement of Future Tranche Right upon issuance of Series B Preferred Stock | 0 | 0 | 36,962 |
Retirement of treasury stock | 0 | 106,146 | 234,999 |
Settlement of convertible note premium with common stock | 0 | 0 | 59,131 |
Receipt of common stock from the counterparties under the Note Hedges | 0 | 0 | 59,651 |
Accrued but unpaid purchases of property and equipment | 371 | 2,353 | 750 |
Accrued but unpaid purchases of treasury stock | 0 | 616 | 0 |
Receivable in exchange for sale of divested businesses | 6,491 | 0 | 0 |
Excise tax on share repurchases | $ 754 | $ 0 | $ 0 |
CONVERTIBLE PREFERRED STOCK - A
CONVERTIBLE PREFERRED STOCK - Additional Information (Details) - USD ($) | Apr. 06, 2021 | May 07, 2020 | Dec. 04, 2019 |
Convertible Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 400,000,000 | ||
Series A Preferred Stock | Series A Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200,000,000 | ||
Sale of stock, number of shares issued (in shares) | 200,000 | ||
Sale of stock, price per share (in dollars per share) | $ 1,000 | ||
Payments of stock issuance costs | $ 2,700,000 | ||
Series B Preferred Stock | Series B Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200,000,000 | ||
Sale of stock, number of shares issued (in shares) | 200,000 | ||
Sale of stock, price per share (in dollars per share) | $ 1,000 | ||
Payments of stock issuance costs | $ 1,300,000 |
CONVERTIBLE PREFERRED STOCK - V
CONVERTIBLE PREFERRED STOCK - Voting Rights, Dividends and Liquidation Rights (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
May 07, 2020 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Dec. 04, 2019 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Holders of preferred stock voting rights, as percentage of voting power of common stock outstanding | 19.90% | ||||
Payments of preferred stock dividends | $ 20,800 | $ 20,800 | $ 12,856 | ||
Accrued dividends on preferred stock | 10,400 | ||||
Preferred stock dividends, unpaid and undeclared | 12,100 | ||||
Dividends declared and recorded | 10,400 | ||||
Dividends on preferred stock | $ 20,800 | $ 20,800 | $ 18,922 | ||
Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, liquidation preference (in dollars per share) | $ 1,000 | ||||
Preferred Stock | Minimum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, increase percentage each year | 1% | ||||
Preferred Stock | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate, increase percentage each year | 10% | ||||
Preferred Stock | Dividend for the first 48-month anniversary of closing date | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate | 5.20% | ||||
Preferred Stock | Dividend after the first 48-month anniversary of closing date | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate | 4% | ||||
Preferred Stock | Dividend increase term in event | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, dividend rate | 6% |
CONVERTIBLE PREFERRED STOCK - C
CONVERTIBLE PREFERRED STOCK - Conversion And Future Tranche Right (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
May 07, 2023 | Apr. 06, 2021 | May 07, 2020 | Apr. 30, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Feb. 01, 2021 | |
Class of Stock [Line Items] | ||||||||
Shares issuable upon conversion (in shares) | 9,800,000 | |||||||
Common stock, trading days | 30 days | |||||||
Convertible preferred stock, threshold percentage of conversion trigger | 175% | 175% | ||||||
Preferred stock, redemption price in percentage | 100% | |||||||
Internal rate of return | 8% | |||||||
Preferred stock dividends, unpaid and undeclared | $ 12,100 | |||||||
Future tranche right, fair value | $ 3,400 | |||||||
Carrying value of preferred stock | 436,321 | $ 436,321 | ||||||
Change in fair value of future tranche right | $ 0 | 0 | $ (15,810) | |||||
Apax | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage ownership of outstanding shares | 13.50% | |||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in dollars per share) | $ 53.50 | $ 36.38 | ||||||
Conversion premium | 17.10% | |||||||
Common stock, consecutive trading days | 45 days | |||||||
Preferred stock, liquidation preference value | $ 200,000 | |||||||
Preferred stock dividends, unpaid and undeclared | 6,100 | |||||||
Carrying value of preferred stock | $ 203,400 | 200,628 | 200,628 | |||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in dollars per share) | $ 50.25 | |||||||
Conversion price, trading days | 20 days | |||||||
Preferred stock, liquidation preference value | 200,000 | |||||||
Preferred stock dividends, unpaid and undeclared | 6,100 | |||||||
Carrying value of preferred stock | $ 237,000 | $ 235,693 | $ 235,693 | |||||
Change in fair value of future tranche right | $ 15,800 | |||||||
Future tranche right | $ 37,000 | |||||||
Series B Preferred Stock | Series B Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued (in shares) | 200,000 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Dividends (Details) - USD ($) | 12 Months Ended | |||
Feb. 01, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Equity [Abstract] | ||||
Dividends on common stock | $ 0 | $ 0 | $ 0 | |
Spin-off transaction, number of shares received (in shares) | 1 |
STOCKHOLDERS' EQUITY - Treasury
STOCKHOLDERS' EQUITY - Treasury Stock (Details) - shares | Jan. 31, 2024 | Jan. 31, 2023 |
Equity [Abstract] | ||
Treasury stock outstanding (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY - Stock Re
STOCKHOLDERS' EQUITY - Stock Repurchase Programs (Details) - USD ($) shares in Thousands | 2 Months Ended | 12 Months Ended | |||
Mar. 25, 2024 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Dec. 07, 2022 | |
Class of Stock [Line Items] | |||||
Stock repurchased during period (in shares) | 2,659 | ||||
Stock repurchased during period, value | $ 129,600,000 | ||||
Excise tax on share repurchases | $ 754,000 | $ 0 | $ 0 | ||
Shares withheld for tax withholding obligation (in shares) | 1 | ||||
Common stock repurchased and retired (in shares) | 4,125 | 2,659 | |||
Treasury stock retired | $ 0 | $ 0 | |||
Common Stock Including Additional Paid in Capital | |||||
Class of Stock [Line Items] | |||||
Treasury stock retired | $ 124,400,000 | 129,600,000 | |||
December 2022 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 200,000,000 | ||||
Stock repurchased during period (in shares) | 4,124 | ||||
Stock repurchased during period, value | $ 124,400,000 | 23,500,000 | |||
Excise tax on share repurchases | $ 800,000 | ||||
December 2022 Share Repurchase Program | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in shares) | 463 | ||||
Stock repurchased during period, value | $ 14,400,000 | ||||
December 2021 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period, value | $ 105,700,000 |
STOCKHOLDERS' EQUITY - Issuance
STOCKHOLDERS' EQUITY - Issuance of Convertible Preferred Stock (Details) - USD ($) | Apr. 06, 2021 | May 07, 2020 | Dec. 04, 2019 | Jan. 31, 2024 |
Apax | ||||
Class of Stock [Line Items] | ||||
Percentage ownership of outstanding shares | 13.50% | |||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 400,000,000 | |||
Series A Preferred Stock | Series A Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 200,000,000 | |||
Series B Preferred Stock | Series B Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 200,000,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | $ 858,149 | $ 954,579 | $ 1,282,564 |
Other comprehensive loss before reclassifications | 9,794 | (36,133) | |
Amounts reclassified out of accumulated other comprehensive loss | (557) | (549) | |
Cumulative currency translation loss realized from divestiture | (786) | ||
Other comprehensive income (loss) | 11,137 | (35,584) | 18,363 |
Ending balances | 832,666 | 858,149 | 954,579 |
Foreign Currency Translation Adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | (154,012) | (118,467) | |
Other comprehensive loss before reclassifications | 10,123 | (35,545) | |
Amounts reclassified out of accumulated other comprehensive loss | 0 | 0 | |
Cumulative currency translation loss realized from divestiture | (786) | ||
Other comprehensive income (loss) | 10,909 | (35,545) | |
Ending balances | (143,103) | (154,012) | (118,467) |
AOCI Attributable to Parent | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | (154,099) | (118,515) | (136,878) |
Other comprehensive income (loss) | 11,137 | (35,584) | |
Ending balances | (142,962) | (154,099) | (118,515) |
Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges | Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balances | (87) | (48) | |
Other comprehensive loss before reclassifications | (329) | (588) | |
Amounts reclassified out of accumulated other comprehensive loss | (557) | (549) | |
Cumulative currency translation loss realized from divestiture | 0 | ||
Other comprehensive income (loss) | 228 | (39) | |
Ending balances | $ 141 | $ (87) | $ (48) |
STOCKHOLDERS' EQUITY - Amounts
STOCKHOLDERS' EQUITY - Amounts Reclassified Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Class of Stock [Line Items] | |||
Research and development, net | $ (133,804) | $ (130,644) | $ (123,291) |
Selling, general and administrative | (405,915) | (392,939) | (376,808) |
Interest expense | (10,334) | (7,877) | (10,325) |
Total, before income taxes | 61,272 | 54,762 | 39,504 |
Provision for income taxes | (21,638) | (39,103) | (23,853) |
Net income | 39,634 | 15,659 | 15,651 |
Recurring | |||
Class of Stock [Line Items] | |||
Cost of revenue | (162,868) | (162,347) | (156,569) |
Nonrecurring | |||
Class of Stock [Line Items] | |||
Cost of revenue | (107,110) | (119,530) | (124,226) |
Foreign currency forward contracts | Reclassification out of Accumulated Other Comprehensive Income | |||
Class of Stock [Line Items] | |||
Research and development, net | (416) | (392) | 142 |
Selling, general and administrative | (194) | (207) | 65 |
Total, before income taxes | (676) | (660) | 232 |
Provision for income taxes | 119 | 111 | (39) |
Net income | (557) | (549) | 193 |
Foreign currency forward contracts | Recurring | Reclassification out of Accumulated Other Comprehensive Income | |||
Class of Stock [Line Items] | |||
Cost of revenue | (7) | (1) | 1 |
Foreign currency forward contracts | Nonrecurring | Reclassification out of Accumulated Other Comprehensive Income | |||
Class of Stock [Line Items] | |||
Cost of revenue | (59) | (60) | 24 |
Interest rate swap agreement | Reclassification out of Accumulated Other Comprehensive Income | |||
Class of Stock [Line Items] | |||
Interest expense | 0 | 0 | (1,014) |
Other income (expense), net | 0 | 0 | (15,655) |
Total, before income taxes | 0 | 0 | (16,669) |
Provision for income taxes | 0 | 0 | 3,638 |
Net income | 0 | 0 | (13,031) |
Foreign currency translation loss: | Reclassification out of Accumulated Other Comprehensive Income | |||
Class of Stock [Line Items] | |||
Selling, general and administrative | (786) | 0 | 0 |
Provision for income taxes | 0 | 0 | 0 |
Net income | $ (786) | $ 0 | $ 0 |
INCOME TAXES - Income Before Pr
INCOME TAXES - Income Before Provision before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (13,507) | $ (6,676) | $ (12,492) |
Foreign | 74,779 | 61,438 | 51,996 |
Income before provision for income taxes | $ 61,272 | $ 54,762 | $ 39,504 |
INCOME TAXES - Provision For In
INCOME TAXES - Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Current provision for income taxes: | |||
Federal | $ 20,128 | $ 30,637 | $ 3,215 |
State | 2,784 | 2,733 | 1,121 |
Foreign | 16,365 | 15,277 | 30,840 |
Total current provision for income taxes | 39,277 | 48,647 | 35,176 |
Deferred (benefit from) provision for income taxes: | |||
Federal | (17,086) | (8,010) | 6,714 |
State | (133) | (699) | 255 |
Foreign | (420) | (835) | (18,292) |
Total deferred benefit from income taxes | (17,639) | (9,544) | (11,323) |
Total provision for income taxes | $ 21,638 | $ 39,103 | $ 23,853 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21% | 21% | 21% |
Income tax provision at the U.S. federal statutory rate | $ 12,867 | $ 11,499 | $ 8,296 |
State income tax (benefit) provision | (695) | 2,617 | (1,238) |
Foreign tax rate differential | 6,556 | 3,244 | 6,262 |
Tax incentives | (5,403) | (3,779) | (6,378) |
Valuation allowances | 8,464 | (292) | 2,616 |
Stock-based and other compensation | 5,612 | 3,347 | 897 |
Litigation and other non-deductible expenses | (475) | 1,770 | (238) |
Tax credits | (17,012) | 321 | 117 |
Tax contingencies | (1,597) | 2,333 | 2,108 |
Change in fair value of future tranche right | 0 | 0 | (3,320) |
Tax effects of business divestiture | (1,372) | 0 | 0 |
Changes in tax laws | 89 | 9 | 1,552 |
U.S. tax effects of foreign operations | 14,903 | 18,642 | 13,480 |
Other, net | (299) | (608) | (301) |
Total provision for income taxes | $ 21,638 | $ 39,103 | $ 23,853 |
Effective income tax rate | 35.30% | 71.40% | 60.40% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax credits | $ (17,012) | $ 321 | $ 117 | |
Research tax credits, amount | $ 14,300 | |||
Effective income tax rate, decreased due to tax incentive | 8.80% | 6.90% | 16.10% | |
Tax credit carryforward, amount | $ 18,000 | |||
Tax credit carryforward amount indefinite carryforward | 5,100 | |||
Tax credit carryforward amount subject to expiration | 12,900 | |||
Taxes withholding with respect to certain cash may be repatriated | 3,100 | |||
Unrecognized tax benefits | 83,264 | $ 87,928 | $ 84,229 | $ 84,847 |
Unrecognized tax benefits, income tax penalties and interest expense | 1,400 | 1,400 | 500 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 6,400 | 5,200 | ||
Decrease in unrecognized tax benefits is reasonably possible | 7,600 | |||
Discontinued Operations | Cognyte | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | 4,700 | |||
Adjustment to additional paid-in capital, uncertain tax position indemnified amount | 5,700 | |||
Valuation Allowance of Deferred Tax Assets | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowances amount | 28,891 | $ 20,357 | $ 20,711 | |
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 55,400 | |||
Operating loss carryforwards, not subject to expiration | 11,100 | |||
State and Local Jurisdictions | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 164,000 | |||
Operating loss carryforwards, not subject to expiration | 5,000 | |||
Foreign Countries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 20,900 | |||
Operating loss carryforwards, subject to expiration | $ 500 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Deferred tax assets: | ||
Accrued expenses | $ 2,843 | $ 4,506 |
Operating lease liabilities | 6,054 | 7,974 |
Loss carryforwards | 23,171 | 20,483 |
Tax credits | 14,241 | 5,408 |
Stock-based and other compensation | 5,593 | 3,963 |
Capitalized research and development expenses | 31,530 | 18,669 |
Other, net | 1,193 | 995 |
Total deferred tax assets | 84,625 | 61,998 |
Deferred tax liabilities: | ||
Prepaid expenses | (2,497) | (2,600) |
Depreciation of property and equipment | (1,931) | (2,732) |
Deferred cost of revenue | (8,810) | (9,707) |
Goodwill and other intangible assets | (19,252) | (20,607) |
Unremitted earnings of foreign subsidiaries | (3,137) | (1,784) |
Operating lease right-of-use assets | (3,965) | (5,241) |
Total deferred tax liabilities | (39,592) | (42,671) |
Valuation allowance | (28,891) | (20,357) |
Net deferred tax assets (liabilities) | (1,030) | |
Net deferred tax assets (liabilities) | 16,142 | |
Recorded as: | ||
Deferred tax assets | 25,697 | 10,719 |
Deferred tax liabilities | (9,555) | (11,749) |
Net deferred tax assets (liabilities) | $ (1,030) | |
Net deferred tax assets (liabilities) | $ 16,142 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Recorded valuation allowance | ||
Balance at beginning of year | $ (20,357) | $ (20,711) |
Balance at end of year | (28,891) | (20,357) |
Income tax (provision) benefit | ||
Recorded valuation allowance | ||
Adjustments to valuation allowances | (8,464) | 292 |
Currency translation adjustment and other | ||
Recorded valuation allowance | ||
Adjustments to valuation allowances | $ (70) | $ 62 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Changes in the balance of gross unrecognized tax benefits | |||
Gross unrecognized tax benefits, beginning of year | $ 87,928 | $ 84,229 | $ 84,847 |
Increases related to tax positions taken during the current year | 853 | 645 | 672 |
Increases related to tax positions taken during prior years | 1,598 | 4,260 | 430 |
(Decreases) increases related to foreign currency exchange rates | (174) | (404) | 45 |
Reductions for tax positions of prior years | (843) | (84) | (152) |
Lapses of statutes of limitations | (6,098) | (718) | (1,613) |
Gross unrecognized tax benefits, end of year | $ 83,264 | $ 87,928 | $ 84,229 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Assets: | ||
Contingent consideration receivable | $ 2,685 | $ 0 |
Recurring | ||
Assets: | ||
Contingent consideration receivable | 2,700 | |
Liabilities: | ||
Contingent consideration — business combinations | 7,300 | |
Recurring | Level 1 | ||
Assets: | ||
Money market funds | 85,647 | 96,941 |
U.S. Treasury bills, classified as cash and cash equivalents | 249 | |
Commercial paper, classified as cash and cash equivalents | 0 | |
Foreign currency forward contracts | 0 | 0 |
Contingent consideration receivable | 0 | 0 |
Total assets | 85,896 | 96,941 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Contingent consideration — business combinations | 0 | 0 |
Total liabilities | 0 | 0 |
Recurring | Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
U.S. Treasury bills, classified as cash and cash equivalents | 0 | |
Commercial paper, classified as cash and cash equivalents | 50,869 | |
Foreign currency forward contracts | 183 | 19 |
Contingent consideration receivable | 0 | 8 |
Total assets | 183 | 50,896 |
Liabilities: | ||
Foreign currency forward contracts | 11 | 124 |
Contingent consideration — business combinations | 3,750 | 0 |
Total liabilities | 3,761 | 124 |
Recurring | Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
U.S. Treasury bills, classified as cash and cash equivalents | 0 | |
Commercial paper, classified as cash and cash equivalents | 0 | |
Foreign currency forward contracts | 0 | 0 |
Contingent consideration receivable | 2,685 | 0 |
Total assets | 2,685 | 0 |
Liabilities: | ||
Foreign currency forward contracts | 0 | 0 |
Contingent consideration — business combinations | 3,511 | 12,717 |
Total liabilities | $ 3,511 | $ 12,717 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) ft² in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2024 USD ($) | Apr. 27, 2023 USD ($) | Jan. 31, 2024 USD ($) | Jul. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jul. 31, 2022 ft² | Apr. 30, 2021 USD ($) | Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Sale of business agreement terms, period following transaction closing date | 6 years | |||||||||
Contingent consideration receivable | $ 2,685,000 | $ 2,685,000 | $ 2,685,000 | $ 0 | ||||||
Impairment loss of assets to be disposed of | 2,000,000 | |||||||||
SAFE, investment during period | 100,000 | $ 500,000 | $ 1,100,000 | |||||||
SAFE investment | 1,700,000 | 1,700,000 | 1,700,000 | |||||||
Noncontrolling equity investments | 5,146,000 | 5,146,000 | 5,146,000 | 5,146,000 | ||||||
Noncontrolling equity investment in privately-held companies, impairments | 0 | 0 | ||||||||
Recurring | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Contingent consideration receivable | 2,700,000 | 2,700,000 | 2,700,000 | |||||||
Contingent consideration obligations, fair value | 7,300,000 | 7,300,000 | 7,300,000 | |||||||
Selling, general and administrative | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Impairment loss of assets to be disposed of | 1,800,000 | |||||||||
Other income (expense), net | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Impairment loss of assets to be disposed of | 200,000 | |||||||||
Level 2 | Recurring | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Contingent consideration receivable | 0 | 0 | 0 | 8,000 | ||||||
Contingent consideration obligations, fair value | 3,750,000 | 3,750,000 | 3,750,000 | 0 | ||||||
Level 3 | Recurring | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Contingent consideration receivable | 2,685,000 | 2,685,000 | 2,685,000 | 0 | ||||||
Contingent consideration obligations, fair value | 3,511,000 | 3,511,000 | 3,511,000 | 12,717,000 | ||||||
Revolving Credit Facility | Level 3 | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Long-term debt | 99,000,000 | 99,000,000 | 99,000,000 | 0 | ||||||
Term Loan | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Repayments of debt | $ 100,000,000 | $ 309,000,000 | ||||||||
Term Loan | Level 3 | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Long-term debt | 100,000,000 | |||||||||
2021 Notes | Level 2 | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Long-term debt | $ 281,000,000 | $ 281,000,000 | $ 281,000,000 | $ 282,000,000 | ||||||
Minimum | Discount Rate | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Contingent consideration, liability, measurement input | 0.058 | 0.058 | 0.058 | 0.066 | ||||||
Contingent consideration, asset, measurement input | 0.075 | 0.075 | 0.075 | |||||||
Maximum | Discount Rate | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Contingent consideration, liability, measurement input | 0.064 | 0.064 | 0.064 | 0.076 | ||||||
Contingent consideration, asset, measurement input | 0.089 | 0.089 | 0.089 | |||||||
Weighted Average | Discount Rate | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Contingent consideration, liability, measurement input | 0.062 | 0.062 | 0.062 | 0.069 | ||||||
Contingent consideration, asset, measurement input | 0.078 | 0.078 | 0.078 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Consideration from divestiture | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Office Building Held For Sale | ||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ||||||||||
Area of assets held for sale | ft² | 50 | |||||||||
Assets held for sale, carrying value | $ 900,000 |
FAIR VALUE MEASUREMENTS - Conti
FAIR VALUE MEASUREMENTS - Contingent consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Changes in fair values, recorded in operating expenses | $ (3,000) | $ 200 | $ 900 |
Liability for contingent consideration | |||
Changes in the estimated fair value of liability for contingent consideration measured using significant unobservable inputs (Level 3) | |||
Fair value measurement, beginning of year | 12,717 | 0 | |
Contingent consideration liabilities recorded for business combinations | 2,265 | 12,184 | |
Changes in fair values, recorded in operating expenses | (3,043) | 408 | |
Payments of contingent consideration | (4,906) | 0 | |
Foreign currency translation and other | 228 | 125 | |
Transfer of contingent consideration liability to Level 2 of the fair value hierarchy | (3,750) | 0 | |
Fair value measurement, end of year | $ 3,511 | $ 12,717 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 13, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Sep. 06, 2019 | |
Derivative [Line Items] | |||||
Payments for derivative instrument | $ 0 | $ 0 | $ 16,502 | ||
Unrealized gain on derivatives | $ 0 | 0 | (14,374) | ||
Deferred tax asset reclassified upon derivative settlement | $ 3,700 | ||||
Foreign currency forward contracts | |||||
Derivative [Line Items] | |||||
Derivative, term | 12 months | ||||
Derivative - notional amount | $ 6,300 | $ 6,800 | |||
Maximum maturity of foreign currency derivatives | 12 months | ||||
2018 Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Derivative - notional amount | $ 200,000 | ||||
Derivative - fixed interest rate | 2.949% | ||||
Derivative - index interest rate floor | 0% | ||||
Payments for derivative instrument | $ 16,500 | ||||
Unrealized gain on derivatives | 1,300 | ||||
Reclassification of cash flow hedge loss, before tax | $ 15,700 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Fair Values of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Fair Values of Derivative Financial Instruments | ||
Assets, fair value | $ 183 | $ 19 |
Liabilities, fair value | 11 | 124 |
Prepaid expenses and other current assets | Foreign currency forward contracts | Designated as cash flow hedges | ||
Fair Values of Derivative Financial Instruments | ||
Assets, fair value | 183 | 19 |
Accrued expenses and other current liabilities | Foreign currency forward contracts | Designated as cash flow hedges | ||
Fair Values of Derivative Financial Instruments | ||
Liabilities, fair value | $ 11 | $ 124 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of the Effects of Derivative Financial Instruments Designated as Cash Flow Hedging Instruments (Details) - Designated as cash flow hedges - Cash flow hedging - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net (losses) gains recognized in AOCL | $ (399) | $ (707) | $ 85 |
Net (losses) gains reclassified from AOCL to the consolidated statements of operations | (676) | (660) | (16,437) |
Foreign currency forward contracts | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net (losses) gains recognized in AOCL | (399) | (707) | 85 |
Net (losses) gains reclassified from AOCL to the consolidated statements of operations | (676) | (660) | 232 |
Interest rate swap agreement | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Net (losses) gains reclassified from AOCL to the consolidated statements of operations | $ 0 | $ 0 | $ (16,669) |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Losses Recognized on Derivative Financial Instruments Not Designated As Hedging Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Losses on derivative financial instruments, net | $ 0 | $ 0 | $ (14,374) |
Not designated as cash flow hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Losses on derivative financial instruments, net | 0 | 0 | (14,374) |
Interest rate swap agreement | Not designated as cash flow hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Losses on derivative financial instruments, net | $ 0 | $ 0 | $ (14,374) |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Stock-Based Compensation Plans (Details) - shares | Jan. 31, 2024 | Jun. 22, 2023 |
2019 Long-Term Stock Incentive Plan | ||
Stock-Based Compensation Plans | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 3,982,168 | |
2023 Long-Term Stock Incentive Plan | ||
Stock-Based Compensation Plans | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 9,000,000 | |
Reduction of available plan capacity for each stock option or stock-settled stock appreciation right (in shares) | 1 | |
Reduction of available plan capacity for each other award (in shares) | 1.9 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | $ 67,599 | $ 76,114 | $ 65,265 |
Income tax benefits related to stock-based compensation (before consideration of valuation allowances) | 11,580 | 12,368 | 10,615 |
Total stock-based compensation, net of taxes | 56,019 | 63,746 | 54,650 |
Cost of revenue - recurring | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | 2,114 | 2,856 | 1,999 |
Cost of revenue - nonrecurring | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | 2,017 | 2,806 | 3,029 |
Research and development, net | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | 11,918 | 12,576 | 7,565 |
Selling, general and administrative | |||
Stock-Based Compensation Plans | |||
Share-based payment arrangement, expense | $ 51,550 | $ 57,876 | $ 52,672 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of Stock-Based Compensation Expense by Type of Award (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Stock-based compensation expense | |||
Share-based payment arrangement, expense | $ 67,599 | $ 76,114 | $ 65,265 |
Net excess tax deficiency (benefit) resulting from Stock Plans | (2,800) | 600 | 2,500 |
Total equity-settled awards | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | 67,622 | 76,051 | 65,246 |
Restricted stock units and restricted stock awards | Total equity-settled awards | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | 62,006 | 68,258 | 58,678 |
Stock bonus program and bonus share program | Total equity-settled awards | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | 5,616 | 7,793 | 6,568 |
Phantom stock units (cash-settled awards) | Phantom stock units (cash-settled awards) | |||
Stock-based compensation expense | |||
Share-based payment arrangement, expense | $ (23) | $ 63 | $ 19 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Restricted Stock Units and Performance Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Shares or Units | |||
Beginning balance (in shares) | 2,230 | 2,454 | 2,950 |
Granted (in shares) | 2,127 | 1,743 | 1,540 |
Released (in shares) | (1,433) | (1,733) | (1,800) |
Forfeited (in shares) | (266) | (234) | (236) |
Ending balance (in shares) | 2,658 | 2,230 | 2,454 |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 52.42 | $ 42.99 | $ 35.97 |
Granted (in dollars per share) | 35.68 | 54.98 | 48.01 |
Released (in dollars per share) | 46.12 | 42.13 | 36.14 |
Forfeited (in dollars per share) | 43.70 | 48.86 | 40.23 |
Ending balance (in dollars per share) | $ 43.29 | $ 52.42 | $ 42.99 |
Additional disclosures | |||
Granted (in shares) | 2,127 | 1,743 | 1,540 |
RSUs | |||
Shares or Units | |||
Granted (in shares) | 1,850 | ||
Additional disclosures | |||
Granted (in shares) | 1,850 | ||
Unrecognized compensation expense | $ 75.3 | ||
Remaining weighted-average vesting period over which expense is expected to be recognized (in years) | 1 year 7 months 6 days |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Schedule of PSU Activity (Details) - shares shares in Thousands | 12 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Shares or Units | ||||
Beginning balance (in shares) | 2,230 | 2,454 | 2,950 | |
Granted (in shares) | 2,127 | 1,743 | 1,540 | |
Released (in shares) | (1,433) | (1,733) | (1,800) | |
Forfeited (in shares) | (266) | (234) | (236) | |
Ending balance (in shares) | 2,658 | 2,230 | 2,454 | |
Performance based RSU's | ||||
Shares or Units | ||||
Beginning balance (in shares) | 532 | 547 | ||
Beginning balance, adjusted for Spin-Off (in shares) | 743 | |||
Granted (in shares) | 277 | 278 | 212 | |
Released (in shares) | (230) | (279) | (381) | |
Forfeited (in shares) | (47) | (14) | (27) | |
Ending balance (in shares) | 532 | 532 | 547 |
STOCK-BASED COMPENSATION AND _8
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Adjustment in Connection with the Spin-Off (Details) | Feb. 01, 2021 |
2019 Long-Term Stock Incentive Plan | |
Stock-Based Compensation Plans | |
Unvested awards conversion factor | 1.45 |
STOCK-BASED COMPENSATION AND _9
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Stock Bonus Program and Bonus Share Program (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 27, 2024 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Stock Bonus Program | |||||||
Stock-Based Compensation Plans | |||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||||||
Share-based compensation arrangement by share-based payment award, determination of shares issuable trailing period of average price of common stock | 5 days | ||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 200,000 | 200,000 | 300,000 | 200,000 | |||
Discount from market price (as a percent) | 15% | 15% | 15% | 15% | |||
Shares in lieu of cash bonus - granted and released (in shares) | 27,000 | 119,000 | 0 | ||||
Stock Bonus Program | Subsequent Event | |||||||
Stock-Based Compensation Plans | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 200,000 | ||||||
Discount from market price (as a percent) | 15% | ||||||
Stock bonus program and bonus share program | |||||||
Stock-Based Compensation Plans | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 300,000 | 300,000 | 300,000 | 300,000 | |||
Shares in lieu of cash bonus - granted and released (in shares) | 0 | ||||||
Accrued bonus | $ 5.8 | $ 7.9 | |||||
Stock bonus program and bonus share program | Subsequent Event | |||||||
Stock-Based Compensation Plans | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 300,000 | ||||||
Bonus Share Program | |||||||
Stock-Based Compensation Plans | |||||||
Shares in lieu of cash bonus - granted and released (in shares) | 178,000 | 0 |
STOCK-BASED COMPENSATION AND_10
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Activities Of Stock Bonus Program (Details) - Stock Bonus Program - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Stock-Based Compensation Plans | |||||
Shares in lieu of cash bonus - granted and released (in shares) | 27 | 119 | 0 | ||
Shares granted in respect of discount (in shares) | 0 | 12 | 0 | ||
Shares released in respect of discount (in shares) | 2 | 10 | 0 |
STOCK-BASED COMPENSATION AND_11
STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - Other Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
401(k) Plan and Other Retirement Plans | |||
Employee contribution limit (as a percentage of compensation) | 60% | ||
Company's matching contribution as percentage of employee's annual compensation (as a percentage of compensation) | 50% | ||
Matching contribution per employee maximum amount | $ 2,000 | ||
Matching contribution expense | 2,500,000 | $ 2,700,000 | $ 2,600,000 |
Liability for Severance Pay | |||
Severance expenses | $ 1,700,000 | $ 1,600,000 | $ 1,300,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Lessee operating and finance leases options to extend lease terms | 10 years | ||
Finance lease, right-of-use asset | $ 8,400,000 | $ 10,700,000 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Finance lease, accumulated depreciation | $ 4,700,000 | $ 4,900,000 | |
Accelerated operating lease costs | 5,400,000 | $ 8,300,000 | $ 9,800,000 |
Operating leases, not yet commenced with future lease obligations, amount | 0 | ||
Finance leases, not yet commenced with future lease obligations, amount | $ 0 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee operating and finance leases remaining lease term | 1 year | ||
Lessee operating and finance leases options to terminate leases term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee operating and finance leases remaining lease term | 11 years | ||
Lessee operating and finance leases options to terminate leases term | 8 years |
LEASES - Component Of Lease Exp
LEASES - Component Of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Leases [Abstract] | |||
Operating lease expenses | $ 9,596 | $ 16,301 | $ 24,241 |
Amortization of right-of-use assets | 2,481 | 3,057 | 3,223 |
Interest on lease liabilities | 132 | 188 | 260 |
Total finance lease expenses | 2,613 | 3,245 | 3,483 |
Variable lease expenses | 2,829 | 6,318 | 6,344 |
Short-term lease expenses | 148 | 774 | 1,055 |
Sublease income | (74) | (267) | (1,804) |
Total lease expenses | $ 15,112 | $ 26,371 | $ 33,319 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 16,524 | $ 21,261 | $ 19,360 |
Operating cash flows from finance leases | 132 | 187 | 260 |
Financing cash flows from finance leases | 2,018 | 2,870 | 3,189 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 6,274 | 19,490 | 11,282 |
Finance leases | $ 579 | $ 647 | $ 4,041 |
Weighted average remaining lease terms | |||
Operating leases | 8 years | 7 years | 3 years |
Finance leases | 2 years | 2 years | 3 years |
Weighted average discount rates | |||
Operating leases | 6.80% | 6.20% | 4.80% |
Finance leases | 3.60% | 3.60% | 3.80% |
LEASES - Maturities Of Lease Li
LEASES - Maturities Of Lease Liabilities (Details) $ in Thousands | Jan. 31, 2024 USD ($) |
Operating Leases | |
2025 | $ 7,234 |
2026 | 7,245 |
2027 | 6,161 |
2028 | 5,534 |
2029 | 4,838 |
Thereafter | 18,601 |
Total future minimum lease payments | 49,613 |
Less: imputed interest | (12,021) |
Total | 37,592 |
Finance Leases | |
2025 | 1,472 |
2026 | 882 |
2027 | 182 |
2028 | 70 |
2029 | 0 |
Thereafter | 0 |
Total future minimum lease payments | 2,606 |
Less: imputed interest | (86) |
Total | $ 2,520 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Operating Leases | ||
Operating lease obligations - current portion | $ 5,492 | $ 7,965 |
Operating lease liabilities, noncurrent | 32,100 | $ 40,744 |
Total | $ 37,592 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Leases | ||
Finance lease liability, current | $ 1,433 | |
Finance lease obligations - long-term portion | 1,087 | $ 2,308 |
Total | $ 2,520 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Purchase Obligations And Off-Balance Sheet Risk (Details) $ in Millions | Jan. 31, 2024 USD ($) |
Unconditional Purchase Obligations (Excluding Capital Stock Redemptions) [Abstract] | |
Unconditional purchase obligations | $ 173.5 |
Concentration Risks, Types, No Concentration Percentage [Abstract] | |
Outstanding letters of credit and surety bonds | $ 0.9 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal Proceedings (Details) | 1 Months Ended | 12 Months Ended | 15 Months Ended | ||||||||||
Jul. 31, 2023 USD ($) | Jul. 10, 2022 USD ($) phase | Oct. 31, 2012 USD ($) | Jun. 07, 2012 defendant | Mar. 27, 2024 USD ($) | Aug. 31, 2023 USD ($) | Apr. 30, 2023 USD ($) | Jan. 31, 2024 USD ($) installment claim | Jan. 31, 2023 USD ($) | Jun. 30, 2019 round | Apr. 30, 2023 USD ($) | Sep. 05, 2019 claim | Oct. 24, 2018 trademark | |
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, alleged trademarks infringed, number | trademark | 2 | ||||||||||||
Loss contingency, claims settled and dismissed, number | claim | 2 | ||||||||||||
Insurance recoveries | $ 12,500,000 | $ 2,000,000 | $ 14,500,000 | ||||||||||
CTI Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of rounds of mediation | round | 2 | ||||||||||||
Litigation settlement liability | $ 4,750,000 | 11,250,000 | |||||||||||
CTI Litigation | Settled Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of defendants | defendant | 3 | ||||||||||||
Loss contingency, damages sought, value | $ 150,000,000 | ||||||||||||
Litigation settlement, amount | $ 16,000,000 | ||||||||||||
Litigation settlement, number of payment phases | phase | 3 | ||||||||||||
Litigation settlement, number of payment installments paid | installment | 2 | ||||||||||||
Litigation liability | $ 4,700,000 | ||||||||||||
Litigation settlement indemnification receivables | 4,700,000 | ||||||||||||
Litigation settlement, income statement impact | 0 | ||||||||||||
CTI Litigation | Settled Litigation | Subsequent Event | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payments for legal settlements | $ 4,700,000 | ||||||||||||
ACSI and CFI Complaints | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of pending cases | claim | 2 | ||||||||||||
ACSI and CFI Complaints | Settled Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Litigation settlement, amount | $ 9,000,000 | ||||||||||||
Litigation settlement, income statement impact | 0 | ||||||||||||
Litigation settlement liability | 3,500,000 | ||||||||||||
Estimated litigation liability, incremental settlement costs | 5,500,000 | ||||||||||||
DOJ False Claims Act Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Litigation settlement liability | $ 0 | 7,000,000 | |||||||||||
DOJ False Claims Act Litigation | Settled Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payments for legal settlements | $ 7,000,000 | ||||||||||||
Litigation settlement, income statement impact | 0 | ||||||||||||
Litigation settlement liability | $ 7,000,000 |
SEGMENT, GEOGRAPHIC, AND SIGN_3
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Reportable Operating Segments (Details) | 12 Months Ended |
Jan. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
SEGMENT, GEOGRAPHIC, AND SIGN_4
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Revenue by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | $ 910,387 | $ 902,245 | $ 874,509 |
Americas: | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | 642,950 | 629,394 | 600,723 |
United States | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | 580,124 | 572,837 | 552,680 |
Other | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | 62,826 | 56,557 | 48,043 |
EMEA: | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | 175,631 | 182,040 | 180,166 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | 101,990 | 99,360 | 100,606 |
Other | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | 73,641 | 82,680 | 79,560 |
APAC | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenue | $ 91,806 | $ 90,811 | $ 93,620 |
SEGMENT, GEOGRAPHIC, AND SIGN_5
SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER INFORMATION - Property and equipment, net (Details) - USD ($) $ in Thousands | Jan. 31, 2024 | Jan. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 47,704 | $ 64,810 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 34,818 | 50,917 |
United Kingdom | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 5,797 | 7,244 |
Other countries | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 7,089 | $ 6,649 |
Uncategorized Items - vrnt-2024
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |