Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Apr. 30, 2015 | Jun. 01, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 30-Apr-15 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Comverse, Inc. | |
Entity Central Index Key | 1549872 | |
Current Fiscal Year End Date | -30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,705,657 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Revenue: | ||
Product revenue | $10,107 | $17,010 |
Service revenue | 35,598 | 48,072 |
Total revenue | 45,705 | 65,082 |
Costs and expenses: | ||
Product costs | 12,953 | 9,895 |
Service costs | 30,804 | 40,990 |
Research and development, net | 8,280 | 8,359 |
Selling, general and administrative | 19,873 | 25,560 |
Other operating expenses: | ||
Restructuring expenses | 3,408 | 1,872 |
Total other operating expenses | 3,408 | 1,872 |
Total costs and expenses | 75,318 | 86,676 |
Loss from operations | -29,613 | -21,594 |
Interest income | 84 | 115 |
Interest expense | -193 | -123 |
Foreign currency transaction (loss) gain, net | -5,573 | 2,019 |
Other income (expense), net | 102 | -52 |
Loss before income tax expense | -35,193 | -19,635 |
Income tax expense | -4,787 | -2,460 |
Loss from continuing operations | -39,980 | -22,095 |
Income from discontinued operations | 13,319 | 5,964 |
Net loss | ($26,661) | ($16,131) |
Weighted average common shares outstanding: | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 21,865,326 | 22,293,980 |
(Loss) earnings per share - basic & diluted: | ||
Continuing operations | ($1.83) | ($0.99) |
Discontinued operations | $0.61 | $0.27 |
Earnings Per Share, Basic and Diluted | ($1.22) | ($0.72) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($26,661) | ($16,131) |
Other comprehensive income (OCI), net of tax: | ||
Foreign currency translation adjustments | 2,695 | -2,462 |
Changes in accumulated OCI on cash flow hedges, net of tax | 429 | 123 |
Other comprehensive income (loss), net of tax | 3,124 | -2,339 |
Comprehensive loss | ($23,537) | ($18,470) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $136,096 | $158,121 |
Restricted cash and bank deposits | 36,054 | 35,802 |
Accounts receivable, net of allowance of $2,952 and $4,403, respectively | 33,914 | 71,670 |
Inventories | 17,550 | 17,817 |
Deferred cost of revenue | 3,481 | 7,059 |
Deferred income taxes | 14,314 | 13,781 |
Prepaid expenses | 12,635 | 15,156 |
Other current assets | 13,758 | 10,570 |
Assets held for sale | 154,829 | 0 |
Total current assets | 422,631 | 329,976 |
Property and equipment, net | 39,825 | 49,230 |
Goodwill | 67,585 | 151,217 |
Intangible assets, net | 1,561 | 4,049 |
Deferred cost of revenue | 20,305 | 30,437 |
Deferred income taxes | 2,875 | 3,064 |
Long-term restricted cash | 7,714 | 7,940 |
Other assets | 15,365 | 30,439 |
Total assets | 577,861 | 606,352 |
LIABILITIES AND (DEFICIT) EQUITY | ||
Accounts payable and accrued expenses | 106,074 | 121,720 |
Deferred revenue | 116,738 | 185,323 |
Deferred income taxes | 1,575 | 1,491 |
Income taxes payable | 4,339 | 2,166 |
Liabilities held for sale | 134,013 | 0 |
Total current liabilities | 362,739 | 310,700 |
Deferred revenue | 56,729 | 89,999 |
Deferred income taxes | 51,034 | 56,815 |
Other long-term liabilities | 114,539 | 135,456 |
Total liabilities | 585,041 | 592,970 |
Commitments and contingencies | ||
(Deficit) equity: | ||
Common stock, $0.01 par value - authorized, 100,000,000 shares; issued 22,695,729 and 22,591,411 shares, respectively; outstanding, 21,930,512 and 21,830,081 shares, respectively | 227 | 226 |
Preferred stock, $0.01 par value - authorized, 100,000 shares | 0 | 0 |
Treasury stock, at cost, 765,217 and 761,330 shares, respectively | -17,292 | -17,211 |
Accumulated deficit | -73,051 | -46,390 |
Additional paid in capital | 48,990 | 45,935 |
Accumulated other comprehensive income | 33,946 | 30,822 |
Total (deficit) equity | -7,180 | 13,382 |
Total liabilities and (deficit) equity | $577,861 | $606,352 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $0 | $4,403 |
Preferred Stock, Value, Issued | $0.01 | $0.01 |
Preferred Stock, Shares Authorized | 100,000 | |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,695,729 | 22,591,411 |
Common stock, shares outstanding | 21,930,512 | 21,830,081 |
Treasury Stock, Shares | 765,217 | 761,330 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Cash flows from operating activities: | ||
Net loss | ($26,661) | ($16,131) |
Depreciation and amortization | 4,927 | 4,739 |
Provision for doubtful accounts | 86 | 254 |
Stock-based compensation expense | 3,056 | 2,938 |
Deferred income taxes | -6,039 | 1,150 |
Inventory write-downs | 625 | 868 |
Other non-cash items, net | 325 | 71 |
Accounts receivable | -296 | -17,720 |
Inventories | -475 | -2,652 |
Deferred cost of revenue | 2,554 | 5,822 |
Prepaid expense and other current assets | -8,603 | -11,173 |
Accounts payable and accrued expense | 13,280 | -9,755 |
Income taxes | 2,122 | -267 |
Deferred revenue | 2,757 | 3,404 |
Tax contingencies | -721 | 2,479 |
Other assets and liabilities | -4,641 | 374 |
Net cash used in operating activities | -17,704 | -35,599 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -4,999 | -3,309 |
Net change in restricted cash and bank deposits | -710 | -4,774 |
Proceeds from asset sales | 97 | 9 |
Net cash used in investing activities | -5,612 | -8,074 |
Cash flows from financing activities: | ||
Payment for repurchase of common stock in connection with tax liabilities upon settlement of stock awards | -81 | -386 |
Proceeds from exercises of stock options | 0 | 40 |
Net cash used in financing activities | -81 | -346 |
Effects of exchange rates on cash and cash equivalents | 1,372 | -465 |
Net decrease in cash and cash equivalents | -22,025 | -44,484 |
Cash and cash equivalents, beginning of period | 158,121 | 254,580 |
Cash and cash equivalents, end of period | 136,096 | 210,096 |
Accrued but unpaid purchases of property and equipment | 1,220 | 3,887 |
Inventory transfers to property and equipment | $179 | $1,020 |
Organization_Business_and_Summ
Organization, Business and Summary of Significant Accounting Policies | 3 Months Ended | |
Apr. 30, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Business and Summary of Significant Accounting Policies | ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Company Background | ||
Prior to October 31, 2012, the date of the Share Distribution (as defined below), Comverse, Inc. (the “Company”) was a wholly-owned subsidiary of Comverse Technology, Inc. (“CTI”). The Company was organized as a Delaware corporation in November 1997. | ||
The Company is a global provider of cloud-based and in-network services enablement and monetization software solutions for communication service providers (“CSPs”) and growing enterprises. The Company offers a suite of software solutions designed to support users’ connected lifestyles, and help its customers simplify and differentiate their offerings with faster time to value and less complexity. | ||
The Company's Digital Services products are designed to help CSPs evolve to become Digital Service Providers and future-proof their offerings by monetizing the digital lifestyle of their subscribers. In addition, the Company continues to offer traditional VAS solutions, including voice and messaging services (including voicemail, visual voicemail, call completion, short messaging service (“SMS”), and multimedia picture and video messaging (“MMS”), and digital lifestyle services and Internet Protocol (“IP”) based rich communication services (including group chat, file transfer, video share, social, presence and geo-location information). | ||
Amdocs Asset Purchase Agreement | ||
On April 29, 2015, the Company entered into an Asset Purchase Agreement (the “Amdocs Purchase Agreement”) with Amdocs Limited, a Guernsey company (the “Purchaser”). Pursuant to the Amdocs Purchase Agreement, the Company agreed to sell substantially all of its assets required for operating the Company’s converged, prepaid and postpaid billing and active customer management systems for wireless, wireline, cable and multi-play communication service providers (the “BSS Business”) to the Purchaser, and the Purchaser has agreed to assume certain liabilities of the Company, in exchange for a cash purchase price of $272 million, subject to various purchase price adjustments (the “Asset Sale”). | ||
The Amdocs Purchase Agreement contains customary representations and warranties of the parties and covenants of the Company. Under the terms of the Amdocs Purchase Agreement, upon the closing of the Asset Sale, $26 million of the purchase price will be deposited into escrow to fund potential indemnification claims and certain adjustments for a period of twelve (12) months following the closing. The Company and the Purchaser will also enter into other ancillary transaction documents at closing. The closing of the Asset Sale is subject to the applicable regulatory approvals and other closing conditions. | ||
The Amdocs Purchase Agreement may be terminated prior to the closing of the Asset Sale upon certain events, including by written agreement of the Company and the Purchaser, or by either the Company or the Purchaser if the Asset Sale has not closed by August 29, 2015 or if a permanent injunction or other order prohibiting the closing has been issued by a governmental entity. | ||
Pursuant to the Amdocs Purchase Agreement, the Company has agreed generally, but with some enumerated exceptions, to carry on its BSS Business in the ordinary course during the period from the date of the Amdocs Purchase Agreement to the completion of the Asset Sale. | ||
In connection with the Amdocs Purchase Agreement, the Company and the Purchaser have also entered into a Transition Services Agreement (the “TSA”), which provides for several support services between the Company and the Purchaser in connection with the transition of the BSS Business to the Purchaser, and for various periods up to 12 months of services following the closing of the Asset Sale. Either party may terminate the TSA if the Amdocs Purchase Agreement is terminated. (see Note 18, Commitments and Contingencies) | ||
Basis of Presentation | ||
The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (the “2014 Form 10-K”) (see Note 14, Discontinued Operations). | ||
The condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the periods ended April 30, 2015 and 2014, and the condensed consolidated balance sheet as of April 30, 2015 are not audited but in the opinion of management reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair statement of the results of the periods presented. Certain information and disclosures normally included in audited financial statements have been omitted in these condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Because the condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the 2014 Form 10-K. The results for the three months ended April 30, 2015 are not necessarily indicative of the results for the full fiscal year ending January 31, 2016. | ||
Intercompany accounts and transactions within the Company have been eliminated. | ||
Discontinued Operations | ||
The BSS Business met the criteria to be classified as held for sale as well as discontinued operations. As such, the BSS Business has been reclassified and reflected as discontinued operations on the consolidated statements of operations for all periods presented. The estimated assets and liabilities related to BSS Business were reclassified and reflected as available for sale on the consolidated balance sheet at April 30, 2015. | ||
Segment Information | ||
Prior to entering into the Amdocs Purchase Agreement, the Company’s reportable segments consisted of BSS and Digital Services. As a result of entering into the Amdocs Purchase Agreement, the results of operations of the former BSS Business segment are classified as discontinued operations. Therefore, with the reported divestiture, the Company now operates as a single business segment the results of which are included in the Company's income statement from continuing operations. | ||
The Share Distribution | ||
On October 31, 2012, CTI completed the spin-off of the Company as an independent, publicly-traded company, accomplished by means of a pro rata distribution of 100% of the Company's outstanding common shares to CTI's shareholders (the “Share Distribution”). Following the Share Distribution, CTI no longer holds any of the Company's outstanding capital stock, and the Company is an independent publicly-traded company. | ||
In order to govern certain ongoing relationships between CTI and the Company after the Share Distribution and to provide mechanisms for an orderly transition, CTI and the Company entered into agreements pursuant to which certain services and rights are provided for following the Share Distribution, and CTI and the Company agreed to indemnify each other against certain liabilities that may rise from their respective businesses and the services that are provided under such agreements. Following the completion of CTI's merger with Verint Systems Inc. (“Verint”) discussed below, these obligations continue to apply between the Company and Verint (see Note 3, Share Distribution Agreements). | ||
Upon completion of the Share Distribution, the Company's shares were listed, and began trading, on NASDAQ under the symbol “CNSI.” On November 1, 2012 in connection with the Share Distribution, CTI's equity-based compensation awards held by the Company's employees were replaced with the Company's equity-based compensation awards. | ||
Merger of CTI and Verint | ||
On August 12, 2012, CTI entered into an agreement and plan of merger (the “Verint Merger Agreement”) with Verint, its then majority-owned publicly-traded subsidiary, providing for the merger of CTI with and into a subsidiary of Verint to become a wholly-owned subsidiary of Verint (the “Verint Merger”). The Verint Merger was completed on February 4, 2013. The Company agreed to indemnify CTI and its affiliates (including Verint after the Verint Merger) against certain losses that may arise as a result of the Verint Merger and the Share Distribution (see Note 3, Share Distribution Agreements). On February 4, 2013, in connection with the closing of the Verint Merger Agreement, CTI placed $25.0 million in escrow to support indemnification claims to the extent made against the Company by Verint and any cash balance remaining in such escrow fund 18 months after the closing of the Verint Merger (the "Escrow Release Date"), less any claims made on or prior to such date, to be released to the Company. On August 6, 2014, the escrow was released in accordance with its terms and the Company received the escrow amount of approximately $25.0 million. As of the closing of the Verint Merger, the Company recognized the estimated fair value of the potential indemnification liability of $4.0 million with the remaining $21.0 million as an additional contribution from CTI. As of April 30, 2015, the indemnification liability is $3.7 million. | ||
Acquisition of Acision | ||
On June 15, 2015, the Company entered into an agreement (the “Acision Purchase Agreement”) with Bergkamp Coöperatief U.A., a cooperative with excluded liability formed under the laws of the Netherlands (the “Seller”) relating to the sale and purchase of Acision Global Limited, a private company formed under the laws of the United Kingdom (“Acision”). Pursuant to the Acision Purchase Agreement, the Company will acquire Acision for a purchase price consisting of approximately $135 million in cash (including certain earnout payments) and 3.13 million shares of the Company’s common stock, par value $0.01 per share (the “Consideration Shares”), subject to certain adjustments (the “Transaction”). The Transaction includes arrangements relating to the retention of funds in escrow to support any indemnification claims to the extent made by the Company. In addition, Acision, in consultation with the Company, will seek an amendment and waiver (the “Amendment”) to the credit agreement (the “Acision Credit Agreement”) governing Acision’s existing approximately $157 million senior credit facility (the “Acision Senior Debt”), pursuant to which the Acision Senior Debt will remain in place during the pendency of and following completion of the Transaction. Subject to provisions allowing the Company to secure alternative financing, both the Company and the Seller are permitted to terminate the Acision Purchase Agreement in the event the requisite lenders under the Acision Credit Agreement do not consent to the Amendment. | ||
The Acision Purchase Agreement contains customary representations, warranties and covenants, by the parties thereto and completion of the Transaction as set forth therein is subject to certain closing conditions including (i) the completion of the Asset Sale to Amdocs Limited and (ii) the receipt of the requisite regulatory approvals and consents. | ||
Each party has agreed to indemnify the other for certain potential liabilities and claims, subject to certain exceptions and limitations. (See Note 19, Subsequent Events) | ||
Acquisition of Solaiemes | ||
On August 1, 2014, the Company acquired 100% of the outstanding equity of Spain-based Solaiemes, S.L. (“Solaiemes”) for approximately $2.7 million and the assumption of $1.4 million of debt. Solaiemes is an innovator focused on enabling the creation and monetization of CSPs’ digital services. Solutions from Solaiemes complement the Company's Evolved Communication Suite offering and the combined portfolio creates an end-to-end platform for service monetization of IP-based digital services. | ||
At the time of the acquisition, Solaiemes had 15 employees. Results of the most recent periods for Solaiemes were not material to the Company. The results of operations of Solaiemes have been included in our consolidated financial statements beginning on the acquisition date. Revenue and earnings of Solaiemes since the acquisition date were not material. | ||
The acquisition of Solaiemes has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the August 1, 2014 acquisition date. The fair values of intangible asset were based on valuations using a cost approach. | ||
The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. | ||
Agreement with Tech Mahindra | ||
On April 14, 2015, the Company entered into a Master Service Agreement (the “MSA”) with Tech Mahindra Limited (“Tech Mahindra”) pursuant to which Tech Mahindra will perform certain services for the Company’s Digital Services business on a global basis. The services include research and development, project deployment and delivery and maintenance and support for customers of the Company’s Digital Service business. In connection with the transaction, up to approximately 570 employees of the Company and its subsidiaries may be rehired by Tech Mahindra or its affiliates. However, under the terms of the MSA, where applicable, Tech Mahindra’s provision of such services (and any employee rehire) is contingent upon local decisions for Company entities to enter into the agreement on a country-by-country basis after the completion of all regulatory and compliance requirements under applicable law. Under the MSA, the Company is obligated to pay to Tech Mahindra in the aggregate approximately $211 million in base fees for services to be provided pursuant to the MSA for a term of six years, renewable at the Company’s option. The services under the MSA started on June 1, 2015. For more information, see Note 18, Commitments and Contingencies. | ||
The Company has the right to terminate the MSA for convenience subject to the payment of certain termination fees. The Company may terminate the MSA upon certain material breaches, certain material performance failures or violations of applicable law by Tech Mahindra without termination fees. Tech Mahindra may terminate the MSA upon certain material breaches by the Company, including the failure to pay undisputed amounts. Upon any termination or expiration, Tech Mahindra will provide reverse transition services to transition the services being provided by Tech Mahindra pursuant to the MSA back to the Company or its designee. The MSA contains certain indemnification provisions by both Comverse and Tech Mahindra. | ||
Use of Estimates | ||
The preparation of the condensed consolidated financial statements and the accompanying notes in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. | ||
The most significant estimates among others include: | ||
• | Estimates relating to the recognition of revenue, including the determination of vendor specific objective evidence (“VSOE”) of fair value and the determination of best estimate of selling price for multiple element arrangements; | |
• | Fair value of stock-based compensation; | |
• | Fair value of reporting unit for the purpose of goodwill impairment testing; | |
• | Fair value of long-lived assets and asset groups; | |
• | Realization of deferred tax assets; | |
• | The identification and measurement of uncertain tax positions; | |
• | Contingencies and litigation; | |
• | Total estimates to complete on percentage-of-completion (“POC”) projects; | |
• | Valuation of inventory; | |
• | Israel employees severance pay; | |
• | Allowance for doubtful accounts; and | |
• | Valuation of other intangible assets. | |
The Company’s actual results may differ from its estimates. | ||
Recoverability of Long-Lived Assets | ||
The Company periodically evaluates its long-lived assets for potential impairment. In accordance with the relevant accounting guidance, the Company reviews the carrying value of our long-lived assets or asset group that is held and used for impairment whenever circumstances occur that indicate that those carrying values are not recoverable. Under the held and used approach, assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The identification of asset groups involves judgment, assumptions, and estimates. The lowest level of cash flows which are largely independent of one another was determined to be at the BSS and Digital Services reporting units. | ||
The Company makes judgments about the recoverability of long-lived assets, including fixed assets and purchased finite-lived intangible assets whenever events or changes in circumstances indicate that impairment may exist. Each period we evaluate the estimated remaining useful lives of long-lived assets and whether events or changes in circumstances warrant a revision to the remaining periods of depreciation or amortization. If circumstances arise that indicate an impairment may exist, we use an estimate of the undiscounted value of expected future operating cash flows over the primary asset’s remaining useful life and salvage value to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows and salvage values are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying amount of the assets over the fair value of such assets, with the fair value generally determined using the discounted cash flow ("DCF") method. Application of the DCF method for long-lived assets requires judgment and assumptions related to the amount and timing of future expected cash flows, salvage value assumptions, and appropriate discount rates. Different judgments or assumptions could result in materially different fair value estimates. During the three months ended April 30, 2015, the Company assessed its Digital Services asset group for impairment and determined no impairment was indicated. | ||
Goodwill | ||
Goodwill represents the excess of the fair value of consideration transferred in a business combination over the fair value of tangible and intangible assets acquired net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquiree. The Company has no indefinite-lived intangible assets other than goodwill. The carrying amount of goodwill is reviewed annually for impairment on November 1 and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | ||
The Company applies the FASB's guidance when testing goodwill for impairment which permits the Company to make a qualitative assessment of whether goodwill is impaired, or opt to bypass the qualitative assessment, and proceed directly to performing the first step of the two-step impairment test. If the Company performs a qualitative assessment and concludes it is more-likely-than-not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is unnecessary. However, if the Company concludes otherwise, it is then required to perform the first step of the two-step impairment test. | ||
The Company has the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. The Company may resume performing the qualitative assessment in any subsequent period. | ||
For reporting units where the Company decides to perform a qualitative assessment, the Company's management assesses and makes judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, financial performance and trends, strategies and business plans, capital requirements, management and personnel issues, and stock price, among others. Management then considers the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more-likely-than-not that the fair value of a reporting unit exceeds its carrying amount. | ||
For reporting units where the Company performs the two-step goodwill impairment test, the first step requires the Company to compare the fair value of each reporting unit to the carrying value of its net assets. The Company considers both an income-based approach using projected discounted cash flows and a market-based approach using multiples of comparable companies to determine the fair value of its reporting units. The Company's estimate of fair value of each reporting unit is based on a number of subjective factors, including: (i) the appropriate weighting of valuation approaches (income-based approach and market-based approach), (ii) estimates of the future revenue and cash flows, (iii) discount rate for estimated cash flows, (iv) selection of peer group companies for the market-based approach, (v) required levels of working capital, (vi) assumed terminal value, (vii) the time horizon of cash flow forecasts; and (viii) control premium. | ||
If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and no further evaluation is necessary. If the carrying value of the reporting unit is greater than the estimated fair value of the reporting unit, there is an indication that impairment may exist and the second step is required. In the second step, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair value assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized as an impairment charge. | ||
The Company's forecasts and estimates are based on assumptions that are consistent with the plans and estimates used to manage the business. Changes in these estimates could change the conclusion regarding an impairment of goodwill. | ||
As a result of the Amdocs Purchase Agreement for the sale the BSS Business, the Company performed an interim goodwill test in conjunction with the preparation of its financial statements for the three months ended April 30, 2015 which did not result in an impairment (see Note 5, Goodwill). | ||
Revenue Recognition | ||
Management is required to make judgments to estimate the total estimated costs and progress to completion. Changes to such estimates can impact the timing of the revenue recognition period to period. The Company uses historical experience, project plans, and an assessment of the risks and uncertainties inherent in the arrangement to establish these estimates. Uncertainties in these arrangements include implementation delays or performance issues that may or may not be within the Company's control. If some level of profitability is assured, but the related revenue and costs cannot be reasonably estimated, then revenue is recognized to the extent of costs incurred until such time that the project's profitability can be estimated or the services have been completed. If the Company determines that based on its estimates its costs exceed the sales price, the entire amount of the estimated loss is accrued in the period that such losses become known. | ||
The change in profit estimate for those projects accounted for under the percentage of completion method where a loss provision was recorded, negatively impacted income from operations by $0.1 million and $1.5 million during the three months ended April 30, 2015 and 2014, respectively. |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements | 3 Months Ended |
Apr. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
The Company is currently classified as an emerging growth company as defined under the JOBS Act. Emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. The Company has elected to follow the required adoption dates for private companies. Therefore, the adoption dates below reflect the Company's current classification. | |
Standards To Be Implemented | |
In April 2014, the FASB issued and Accounting Standards update for Presentation of Financial Statements, Property, Plant, and Equipment and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under the new guidance, raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance will be effective for the Company for the annual reporting period fiscal year ended January 31, 2016 and interim periods thereafter. The Company is currently following the previous guidance and is evaluating the impact of the adoption of this accounting standard update on its financial statements. | |
In May 2014, the FASB issued new accounting guidance on revenue recognition. This topic requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The guidance will be effective for the Company beginning January 31, 2018. The Company is currently evaluating the impact of the adoption of this accounting standard update on its financial statements. | |
In August 2014, the FASB issued new guidance on going concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this guidance are effective for annual periods beginning after December 15, 2016, and for interim periods therein. This guidance is not expected to have an impact on the Company’s financial statements or disclosures. |
Expense_Allocations_and_Share_
Expense Allocations and Share Distribution Agreements | 3 Months Ended |
Apr. 30, 2015 | |
Expense Allocations and Share Distribution Agreements [Abstract] | |
Expense Allocations and Share Distribution Agreements | SHARE DISTRIBUTION AGREEMENTS |
Share Distribution Agreements | |
The Company entered into a distribution agreement (the “Distribution Agreement”), transition services agreement, tax disaffiliation agreement and employee matters agreement (collectively, the “Share Distribution Agreements”) with CTI in connection with the Share Distribution. In particular, the Distribution Agreement, among other things, provides for the allocation between the Company and CTI of various assets, liabilities and obligations attributable to periods prior to the Share Distribution. Under the Distribution Agreement, the Company agreed to indemnify CTI and its affiliates (including Verint following the Verint Merger) against certain losses that may arise as a result of the Verint Merger and the Share Distribution. Certain of the Company's indemnification obligations are capped at $25.0 million and certain are uncapped. Specifically, the capped indemnification obligations include indemnifying CTI and its affiliates (including Verint after the Verint Merger) against losses stemming from breaches by CTI of representations, warranties and covenants in the Verint Merger Agreement and for any liabilities of CTI that were known by CTI but not included on the net worth statement delivered by CTI at the closing of the Verint Merger. The Company's uncapped indemnification obligations include indemnifying CTI and its affiliates (including Verint after the Verint Merger) against liabilities relating to the Company's business; claims by any shareholder or creditor of CTI related to the Share Distribution, the Verint Merger or related transactions or disclosure documents; certain claims made by employees or former employees of CTI and any claims made by employees and former employees of the Company (including but not limited to the Israeli optionholder suits discussed in Note 18, Commitments and Contingencies); any failure by the Company to perform under any of the agreements entered into in connection with the Share Distribution; claims related to CTI's ownership or operation of the Company; claims related to the Starhome Disposition (as defined in Note 18, Commitments and Contingencies); certain retained liabilities of CTI that are not reflected on or reserved against on the net worth statement delivered by CTI at the closing of the Verint Merger; and claims arising out of the exercise of appraisal rights by a CTI shareholder in connection with the Share Distribution. On February 4, 2013, in connection with the closing of the Verint Merger Agreement, CTI placed $25.0 million in escrow to support indemnification claims to the extent made against the Company by Verint and any cash balance remaining in such escrow fund 18 months after the closing of the Verint Merger, less any claims made on or prior to such date, to be released to the Company. The escrow funds could not be used for claims related to the Israeli optionholder suits. On August 6, 2014, the escrow was released in accordance with its terms and the Company received the escrow amount of approximately $25.0 million. The Company also assumed all pre-Share Distribution tax obligations of each of the Company and CTI. | |
The Company and CTI entered into a tax disaffiliation agreement that governs their respective rights, responsibilities and obligations after the Share Distribution with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns. The Company and CTI also entered into an employee matters agreement, which allocates liabilities and responsibilities relating to employee compensation and benefit plans and programs. |
Inventories
Inventories | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | INVENTORIES | |||||||
Inventories consist of the following: | ||||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(In thousands) | ||||||||
Raw materials | $ | 8,153 | $ | 10,455 | ||||
Work in process | 9,397 | 7,362 | ||||||
$ | 17,550 | $ | 17,817 | |||||
Goodwill
Goodwill | 3 Months Ended | |||
Apr. 30, 2015 | ||||
Goodwill, Impaired [Abstract] | ||||
Goodwill | GOODWILL | |||
The changes in the carrying amount of goodwill for the three months ended April 30, 2015 are as follows: | ||||
(In thousands) | ||||
Goodwill, gross, at January 31, 2015 | $ | 313,277 | ||
Accumulated impairment losses at January 31, 2015 | (162,060 | ) | ||
Goodwill, net, at January 31, 2015 | 151,217 | |||
BSS Business Goodwill reclassified to available for sale (1) | (83,699 | ) | ||
Effect of changes in foreign currencies and other | 67 | |||
Goodwill, net, at April 30, 2015 | $ | 67,585 | ||
Balance at April 30, 2015 | ||||
Goodwill, gross, at April 30, 2015 | $ | 224,040 | ||
Accumulated impairment losses at April 30, 2015 | (156,455 | ) | ||
Goodwill, net, at April 30, 2015 | $ | 67,585 | ||
(1) The BSS Business Goodwill was reclassified and reflected as available for sale on the consolidated balance sheet at April 30, 2015 (see Note 14, Discontinued Operations). | ||||
The Company tests goodwill for impairment annually as of November 1 or more frequently if events or circumstances indicate the potential for an impairment exists. Under the Company's current segment structure, the BSS and Digital Services segments have been evaluated and it has been determined that for each segment the fair value significantly exceeds the book value. | ||||
As a result of the Amdocs Purchase Agreement for the sale the BSS Business, the Company performed an interim goodwill test in conjunction with the preparation of its financial statements for the three months ended April 30, 2015. | ||||
The determination of whether or not goodwill is impaired involves a significant level of judgment in the assumptions underlying the approaches used to determine the estimated fair value of the Company’s reporting units as well as the allocation of the carrying value of the assets and liabilities to each of the reporting units which has historically been based on headcount. Management believes the analysis included sufficient tolerance for sensitivity in key assumptions. The determination of the fair value of the Company’s reporting units include a market-based approach using multiples of comparable companies to determine the fair value of its reporting units and an income-based approach using projected discounted cash flows based on the Company’s internal forecasts and projections. Management believes the assumptions and rates used in the Company’s impairment assessment are reasonable, but they are judgmental, and variations in any assumptions could result in materially different calculations of fair value and potentially result in impairment of assets. | ||||
BSS Reporting Unit | ||||
Step one of the quantitative goodwill interim impairment test for the three months ended April 30, 2015 resulted in the determination that the estimated fair value of BSS significantly exceeded its carrying amount, including goodwill. Accordingly, the second step was not required for this reporting unit. | ||||
Digital Services Reporting Unit | ||||
Step one of the quantitative goodwill impairment interim test resulted in the determination that the estimated fair value of Digital Services exceeded its carrying amount, including goodwill; however a step two analysis was performed on the reporting unit due to the negative carrying value of continuing assets and liabilities following the classification of BSS as an asset held for sale. The fair value of the goodwill as calculated under Step two of the impairment test exceeded the carrying value as recorded. |
Intangible_Assets_Net
Intangible Assets, Net | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Intangible Assets, Net | INTANGIBLE ASSETS, NET | |||||||
Intangible assets, net are as follows: | ||||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(In thousands) | ||||||||
Acquired technology | ||||||||
Gross carrying amount | $ | 1,822 | $ | 99,833 | ||||
Customer relationships | — | 35,499 | ||||||
Trade names | — | 3,400 | ||||||
Total intangible assets | 1,822 | 138,732 | ||||||
Accumulated amortization | 261 | 98,175 | ||||||
Customer relationships | — | 33,108 | ||||||
Trade names | — | 3,400 | ||||||
261 | 134,683 | |||||||
Total (1) | $ | 1,561 | $ | 4,049 | ||||
(1) The BSS Business intangible assets were reclassified and reflected as available for sale on the consolidated balance sheet at April 30, 2015 (see Note 14, Discontinued Operations). | ||||||||
Amortization of intangible assets was $0.1 million for the three months ended April 30, 2015. There were no impairments of intangible assets for the three months ended April 30, 2015 and 2014. | ||||||||
Estimated future amortization expense on finite-lived acquisition-related assets for each of the succeeding fiscal years is as follows: | ||||||||
Fiscal Years Ending January 31, | (In thousands) | |||||||
2016 (remainder of fiscal year) | $ | 264 | ||||||
2017 | 349 | |||||||
2018 | 316 | |||||||
2019 | 316 | |||||||
2020 and thereafter | 316 | |||||||
$ | 1,561 | |||||||
Restructuring
Restructuring | 3 Months Ended | |||||||||||||||||||||||||||
Apr. 30, 2015 | ||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||
Restructuring | RESTRUCTURING | |||||||||||||||||||||||||||
The Company reviews its business, manages costs and aligns resources with market demand and in conjunction with various acquisitions. As a result, the Company has taken several actions to improve its cash position, reduce fixed costs, eliminate redundancies, strengthen operational focus and better position itself to respond to market pressures or unfavorable economic conditions. Restructuring expenses are recorded within Other operating expenses in the consolidated statements of operations. | ||||||||||||||||||||||||||||
2015 Initiatives | ||||||||||||||||||||||||||||
During the three months ended April 30, 2015, the Company approved the commencement of a restructuring plan primarily in connection with the MSA with Tech Mahindra which is expected to include a reduction of workforce included in cost of revenue, research and development and selling, general and administrative expenses. The aggregate cost of the plan is currently estimated at $15 million in severance-related costs, which is expected to be accrued and paid by January 2017. During the three months ended April 30, 2015, the Company recorded severance-related costs of $4.1 million and paid $0.5 million. | ||||||||||||||||||||||||||||
2014 Initiatives | ||||||||||||||||||||||||||||
During the fiscal year ended January 31, 2015, the Company commenced certain initiatives with a plan to further restructure its operations towards aligning operating costs and expenses with anticipated revenue. On September 9, 2014, the Company commenced an expansion of its previously disclosed 2014 restructuring plan. The restructuring plan has been facilitated by efficiencies gained through initiatives implemented in recent fiscal periods and the expectation that software will account for a higher portion of the Company's revenue in future periods. The restructuring is designed to align operating costs and expenses with currently anticipated revenue. The restructuring plan (as expanded) includes a reduction of workforce included in cost of revenue, research and development and selling, general and administrative expenses. In relation to this restructuring plan, the Company recorded severance-related and facilities-related costs of $13.0 million and $2.4 million, respectively, for the fiscal year ended January 31, 2015. During the three months ended April 30, 2015, the Company paid severance and facilities-related costs of $1.2 million and $0.4 million, respectively. The remaining severance-related and facilities-related costs accrued under the plan are expected to be paid by July, 2015 and December, 2024, respectively. | ||||||||||||||||||||||||||||
During the fiscal year ended January 31, 2015, the Company recognized a write-off of $1.5 million in property and equipment in connection with the 2014 restructuring initiatives. | ||||||||||||||||||||||||||||
Fourth Quarter 2012 Initiatives | ||||||||||||||||||||||||||||
During the fourth quarter of the fiscal year ended January 31, 2013, following the Share Distribution, the Company commenced certain initiatives to restructure its operations and reorganize its activities and go-to-market strategy, including a plan to restructure the operations of the Company with a view towards aligning operating costs and expenses with anticipated revenue and the new go-to-market strategy. During the three months ended April 30, 2015, the Company paid facilities-related costs of $0.3 million. The remaining facilities-related costs accrued under this plan are expected to be paid by October 2019. | ||||||||||||||||||||||||||||
Third Quarter 2010 Restructuring Initiatives and Business Transformation | ||||||||||||||||||||||||||||
During the fiscal year ended January 31, 2011, the Company commenced certain initiatives to improve its cash position, including a plan to restructure its operations with a view towards aligning operating costs and expenses with anticipated revenue, reducing its annualized operating costs. During the fiscal year ended January 31, 2012, the Company implemented a second phase of measures (the “Phase II Business Transformation”) that focuses on process reengineering to maximize business performance, productivity and operational efficiency. As part of the Phase II Business Transformation, the Company restructured its operations into new business units that are designed to improve operational efficiency and business performance. One of the primary purposes of the Phase II Business Transformation is to solidify the Company’s leadership in BSS and leverage the growth in mobile data usage, while maintaining its leading market position in Digital Services and implementing further cost savings through operational efficiencies and strategic focus. The remaining facilities-related costs accrued under this plan are expected to be paid by April 2016. | ||||||||||||||||||||||||||||
Netcentrex 2010 and 2011 Initiatives | ||||||||||||||||||||||||||||
During the fiscal years ended January 31, 2011 and 2012, management, as part of initiatives to improve focus on the Company’s core business and to maintain its ability to face intense competitive pressures in its markets, approved the first phase of a restructuring plan to eliminate staff positions primarily located in France. | ||||||||||||||||||||||||||||
The following tables represent a roll forward of the workforce reduction and restructuring activities noted above for the three months ended April 30, 2015 and 2014: | ||||||||||||||||||||||||||||
2015 Initiative | 2014 Initiative | Fourth Quarter 2012 Initiative | Third Quarter 2010 Initiative | |||||||||||||||||||||||||
Severance | Facilities | Severance | Facilities | Facilities | Facilities | Total | ||||||||||||||||||||||
Related | Related | Related | Related | Related | Related | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
January 31, 2015 | $ | — | $ | — | $ | 2,843 | $ | 1,837 | $ | 2,872 | $ | 214 | $ | 7,766 | ||||||||||||||
Expenses (1) | 4,097 | 161 | 23 | 40 | 19 | 6 | 4,346 | |||||||||||||||||||||
Change in assumptions | — | — | (482 | ) | 93 | 18 | — | (371 | ) | |||||||||||||||||||
Translation and other adjustments | (1 | ) | — | — | — | — | — | (1 | ) | |||||||||||||||||||
Paid or utilized | (508 | ) | (130 | ) | (1,217 | ) | (374 | ) | (284 | ) | (49 | ) | (2,562 | ) | ||||||||||||||
April 30, 2015 | $ | 3,588 | $ | 31 | $ | 1,167 | $ | 1,596 | $ | 2,625 | $ | 171 | $ | 9,178 | ||||||||||||||
(1) Includes restructuring expense associated with BSS employees of $0.6 million for the three months ended April 30, 2015. | ||||||||||||||||||||||||||||
2014 Initiative | Fourth Quarter 2012 Initiative | Third Quarter 2010 Initiative | Netcentrex 2010 and 2011 Initiative | |||||||||||||||||||||||||
Severance | Severance | Facilities | Facilities | Severance | Facilities | Total | ||||||||||||||||||||||
Related | Related | Related | Related | Related | Related | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
31-Jan-14 | $ | — | $ | 1,062 | $ | 5,728 | $ | 390 | $ | 50 | $ | 15 | $ | 7,245 | ||||||||||||||
Expenses (1) | 2,751 | 38 | 25 | 6 | — | — | 2,820 | |||||||||||||||||||||
Change in assumptions | — | (18 | ) | (59 | ) | — | — | — | (77 | ) | ||||||||||||||||||
Translation and other adjustments | — | — | — | — | — | — | — | |||||||||||||||||||||
Paid or utilized | (1,657 | ) | (892 | ) | (307 | ) | (49 | ) | (2 | ) | — | (2,907 | ) | |||||||||||||||
April 30, 2014 | $ | 1,094 | $ | 190 | $ | 5,387 | $ | 347 | $ | 48 | $ | 15 | $ | 7,081 | ||||||||||||||
(1) Includes restructuring expense associated with BSS employees of $0.9 million for the three months ended April 30, 2014. |
Other_Assets
Other Assets | 3 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Other Assets [Abstract] | |||||||||
Other Assets | OTHER ASSETS | ||||||||
Other assets consisted of the following: | |||||||||
April 30, | January 31, | ||||||||
2015 | 2015 | ||||||||
(In thousands) | |||||||||
Severance pay fund (1) | $ | 11,614 | $ | 25,759 | |||||
Deposits | 2,448 | 2,776 | |||||||
Other (2) | 1,303 | 1,904 | |||||||
$ | 15,365 | $ | 30,439 | ||||||
-1 | Represents deposits into insurance policies to fund severance liability of the Company's Israeli employees (see Note 12, Other Long-Term Liabilities). As a result of entering into a MSA with Tech Mahindra, the Company has re-classified $11.9 million in severance pay long-term assets to Other current assets as of April 30, 2015. | ||||||||
-2 | Includes a $1.2 million cost-method investment in a subsidiary of a significant customer at each of April 30, 2015 and January 31, 2015. |
Debt
Debt | 3 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | DEBT | ||||||||
Spain Government Sponsored Loans | |||||||||
On August 1, 2014, the Company assumed in connection with the acquisition of Solaiemes approximately $1.4 million of debt. The debt consists of Spain government sponsored loans extended for research and development projects. The loans are subject to certain acceleration clauses which are not considered probable of being triggered. As of April 30, 2015 and January 31, 2015, the balance of outstanding debt classified in accounts payable and accrued expense and long-term liabilities are as follows: | |||||||||
(In thousands) | 30-Apr-15 | 31-Jan-15 | |||||||
3.98% note due 2017 | $ | 215 | $ | 216 | |||||
0.53% note due 2018 | 310 | 312 | |||||||
2.48% notes due 2018 | 118 | 118 | |||||||
3.95% note due 2020 | 84 | 84 | |||||||
0% note due 2022 | 397 | 400 | |||||||
1,124 | 1,130 | ||||||||
Less: current portion | 132 | 132 | |||||||
Long-term debt | $ | 992 | $ | 998 | |||||
Aggregate debt maturities for each of the succeeding fiscal years are as follows: | |||||||||
Fiscal Years Ending January 31, | (In thousands) | ||||||||
2016 (remainder of fiscal year) | $ | 132 | |||||||
2017 | 257 | ||||||||
2018 | 260 | ||||||||
2019 | 247 | ||||||||
2020 and thereafter | 228 | ||||||||
$ | 1,124 | ||||||||
Comverse Ltd. Lines of Credit | |||||||||
As of April 30, 2015 and January 31, 2015, Comverse Ltd., the Company’s wholly-owned Israeli subsidiary, had a $25.0 million line of credit with a bank to be used for various performance guarantees to customers and vendors, letters of credit and foreign currency transactions in the ordinary course of business. This line of credit is not available for borrowings. The line of credit bears no interest and is subject to renewal on an annual basis. Comverse Ltd. is required to maintain cash balances with the bank of no less than the capacity under the line of credit at all times regardless of amounts utilized under the line of credit. As of April 30, 2015 and January 31, 2015, Comverse Ltd. had utilized $15.3 million and $19.5 million, respectively, of capacity under the line of credit for guarantees and foreign currency transactions. | |||||||||
As of April 30, 2015 and January 31, 2015, Comverse Ltd. had an additional line of credit with a bank for $10.0 million, to be used for borrowings, various performance guarantees to customers and vendors, letters of credit and foreign currency transactions in the ordinary course of business. The line of credit bears no interest other than on borrowings thereunder and is subject to renewal on an annual basis. Borrowings under the line of credit bear interest at an annual rate of London Interbank Offered Rate plus a variable margin determined based on the bank’s underlying cost of capital. Comverse Ltd. is required to maintain cash balances with the bank of no less than the capacity under the line of credit at all times regardless of amounts borrowed or utilized under the line of credit. As of April 30, 2015 and January 31, 2015, Comverse Ltd. had no outstanding borrowings under the line of credit. As of April 30, 2015 and January 31, 2015, Comverse Ltd. had utilized $6.5 million and $6.8 million, respectively, of capacity under the line of credit for guarantees and foreign currency transactions. | |||||||||
Other than Comverse Ltd.’s requirement to maintain cash balances with the banks as discussed above, the lines of credit have no financial covenants. These cash balances required to be maintained with the banks were classified as “Restricted cash and bank deposits” and “Long-term restricted cash” included within the condensed consolidated balance sheets as of April 30, 2015 and January 31, 2015. |
Derivatives_and_Financial_Inst
Derivatives and Financial Instruments | 3 Months Ended | ||||||||||||
Apr. 30, 2015 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||
Derivatives and Financial Instruments | DERIVATIVES AND FINANCIAL INSTRUMENTS | ||||||||||||
The Company entered into derivative arrangements to manage a variety of risk exposures during the three months ended April 30, 2015 and 2014, including foreign currency risk related to forecasted foreign currency denominated payroll costs. The Company assesses the counterparty credit risk for each party prior to entering into its derivative financial instruments and in valuing the derivative instruments for the periods presented. | |||||||||||||
Forward Contracts | |||||||||||||
During the three months ended April 30, 2015 and 2014, the Company entered into a series of short-term foreign currency forward contracts to limit the variability in exchange rates between the U.S. dollar and the new Israeli shekel to hedge probable cash flow exposure from expected future payroll expense. The transactions qualified for cash flow hedge accounting under the FASB’s guidance and there was no hedge ineffectiveness. Accordingly, the Company recorded all changes in fair value of the forward contracts as part of other comprehensive income (loss) in the condensed consolidated statements of comprehensive income (loss). Such amounts are reclassified to the statements of operations when the effects of the item being hedged are recognized. The Company’s derivatives outstanding as of April 30, 2015 are short-term in nature and are due to contractually settle within the next twelve months. | |||||||||||||
The following tables summarize the Company’s derivative positions and their respective fair values: | |||||||||||||
April 30, 2015 | |||||||||||||
Type of Derivative | Notional | Balance Sheet Classification | Fair Value | ||||||||||
Amount | |||||||||||||
(In thousands) | |||||||||||||
Assets | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Short-term foreign currency forward | $ | 25,362 | Prepaid expenses and other current assets | $ | 312 | ||||||||
Total assets | $ | 312 | |||||||||||
January 31, 2015 | |||||||||||||
Type of Derivative | Notional | Balance Sheet Classification | Fair Value | ||||||||||
Amount | |||||||||||||
(In thousands) | |||||||||||||
Liabilities | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Short-term foreign currency forward | $ | 31,123 | Other current liabilities | $ | 117 | ||||||||
Total liabilities | $ | 117 | |||||||||||
The following tables summarize the Company’s classification of gains and losses on derivative instruments: | |||||||||||||
Three Months Ended April 30, 2015 | |||||||||||||
Gain (Loss) | |||||||||||||
Type of Derivative | Recognized in | Reclassified from | Recognized in | ||||||||||
Other Comprehensive | Accumulated | foreign currency transaction gain (loss), net | |||||||||||
Income (Loss) | Other Comprehensive | ||||||||||||
Income into | |||||||||||||
Statement | |||||||||||||
of Operations | |||||||||||||
(In thousands) | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Foreign currency forward | $ | 322 | $ | (107 | ) | $ | — | ||||||
Total | $ | 322 | $ | (107 | ) | $ | — | ||||||
Three Months Ended April 30, 2014 | |||||||||||||
Gain (Loss) | |||||||||||||
Type of Derivative | Recognized in | Reclassified from | Recognized in | ||||||||||
Other Comprehensive | Accumulated | foreign currency transaction gain (loss), net | |||||||||||
Income (Loss) | Other Comprehensive | ||||||||||||
Income into | |||||||||||||
Statement | |||||||||||||
of Operations | |||||||||||||
(In thousands) | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Foreign currency forward | $ | 251 | $ | 128 | $ | — | |||||||
Total | $ | 251 | $ | 128 | $ | — | |||||||
There were no gains or losses from ineffectiveness of these hedges recorded for the three months ended April 30, 2015 and 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Apr. 30, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | |||||||||||||||
Under the FASB’s guidance, fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., “the exit price”). | ||||||||||||||||
In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. The FASB's guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows: | ||||||||||||||||
• | Level 1 – Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. | |||||||||||||||
• | Level 2 – Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | |||||||||||||||
• | Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in transfers within fair value measurement hierarchy. All transfers into and/or out of all levels are assumed to occur at the end of the reporting period. The Company did not have any transfers between levels of the fair value measurement hierarchy during the three months ended April 30, 2015 and 2014. | ||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||||
The fair value of financial instruments is estimated by the Company, using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. | ||||||||||||||||
Money Market Funds. The Company values these assets using quoted market prices for such funds. | ||||||||||||||||
Derivative assets and liabilities. The fair value of derivative instruments is based on quotes or data received from counterparties and third party financial institutions. 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 rates for similar contracts using readily observable market prices thereof. | ||||||||||||||||
The following tables present financial instruments according to the fair value hierarchy as defined by the FASB’s guidance: | ||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis as of: | ||||||||||||||||
April 30, 2015 | ||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | |||||||||||||
to Active | Other Observable | Unobservable | ||||||||||||||
Markets for | Inputs | Inputs | ||||||||||||||
Identical | (Level 2) | (Level 3) | ||||||||||||||
Instruments | ||||||||||||||||
(Level 1) | ||||||||||||||||
(In thousands) | ||||||||||||||||
Financial Assets: | ||||||||||||||||
Money market funds (1) | $ | 15,401 | $ | — | $ | — | $ | 15,401 | ||||||||
Derivative assets | — | 312 | — | 312 | ||||||||||||
$ | 15,401 | $ | 312 | $ | — | $ | 15,713 | |||||||||
January 31, 2015 | ||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | |||||||||||||
to Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||||
Instruments | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
(In thousands) | ||||||||||||||||
Financial Assets: | ||||||||||||||||
Money market funds (1) | $ | 20,401 | $ | — | $ | — | $ | 20,401 | ||||||||
$ | 20,401 | $ | — | $ | — | $ | 20,401 | |||||||||
Financial Liabilities: | ||||||||||||||||
Embedded derivatives | $ | — | $ | 117 | $ | — | $ | 117 | ||||||||
$ | — | $ | 117 | $ | — | $ | 117 | |||||||||
-1 | Money market funds are classified in “Cash and cash equivalents” within the condensed consolidated balance sheets. | |||||||||||||||
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, the Company also measures certain assets and liabilities at fair value on a nonrecurring basis. The Company measures non-financial assets, classified within Level 3 of the fair value hierarchy, including goodwill, intangible assets and property and equipment, at fair value when there is an indication of impairment. These assets are recorded at fair value only when an impairment expense is recognized. The Company has elected not to apply the fair value option for non-financial assets and non-financial liabilities. | ||||||||||||||||
The carrying amounts of cash and cash equivalents, restricted cash and bank deposits, accounts receivable and accounts payable are reasonable estimates of their fair value. |
Other_LongTerm_Liabilities
Other Long-Term Liabilities | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other Long-Term Liabilities | OTHER LONG-TERM LIABILITIES | |||||||
Other long-term liabilities consisted of the following: | ||||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(In thousands) | ||||||||
Liability for severance pay (1) | $ | 17,235 | $ | 36,166 | ||||
Tax contingencies | 85,803 | 85,782 | ||||||
Long-term debt | 992 | 998 | ||||||
Other long-term liabilities | 10,509 | 12,510 | ||||||
Total | $ | 114,539 | $ | 135,456 | ||||
(1) As a result of entering into a MSA with Tech Mahindra, the Company has re-classified $15.6 million in severance pay long-term liabilities to Accounts payable and accrued expense as of April 30, 2015. | ||||||||
Under Israeli law, the Company is obligated to make severance payments under certain circumstances to employees of its Israeli subsidiaries on the basis of each individual’s current salary and length of employment. The Company’s liability for severance pay is calculated pursuant to Israel’s Severance Pay Law based on the most recent monthly salary of the employee multiplied by the number of years of employment, as of the balance sheet date. The liability for severance pay is recognized as compensation benefits in the condensed consolidated statements of operations. Employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the obligation as if it was payable at each balance sheet date. A portion of such severance liability is funded by monthly deposits into insurance policies, which are restricted to only be used to satisfy such severance payments. Any change in the fair value of the asset is recognized as an adjustment to compensation expense in the condensed consolidated statements of operations. The asset and liability are recognized gross and not offset on the condensed consolidated balance sheet. Upon involuntary termination, employees will receive the balance from deposited funds from the insurance policies with the remaining balance paid by the Company. For voluntarily termination the employees are entitled, based on Company's policy, to the balance in the deposited funds. Any remaining net liability balance is reversed as compensation benefits in the condensed consolidated statements of operations. | ||||||||
For employees in Israel hired after January 2011, the Company makes regular deposits with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee's rights upon termination. The Company is relieved from any severance pay liability with respect to deposits made on behalf of each employee. As such, the severance plan is only defined by the monthly contributions made by the Company, the liability accrued in respect of these employees and the amounts funded are not reflected in the Company's condensed balance sheets. The portion of liability not funded is included in Other liabilities in the condensed consolidated balance sheets. | ||||||||
A portion of such severance liability is funded by monthly deposits into insurance policies, which are restricted to only be used to satisfy such severance payments. The amount of deposits is classified in “Other assets” within the condensed consolidated balance sheets as severance pay fund in the amounts of $11.6 million and $25.8 million as of April 30, 2015 and January 31, 2015, respectively. | ||||||||
Severance pay expenses pursuant to Israel’s Severance Pay Law were as follows: | ||||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Increase due to passage of time | $ | 754 | $ | 1,034 | ||||
Increase due to salary increase | 126 | 227 | ||||||
Reversal due to voluntary termination of employee | (105 | ) | (147 | ) | ||||
Loss (gain) from change in fund value | (23 | ) | 25 | |||||
Total operating expense due to Israeli Severance Law | $ | 752 | $ | 1,139 | ||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Stock-Based Compensation | STOCK-BASED COMPENSATION | |||||||
2012 Stock Incentive Compensation Plan | ||||||||
In October 2012, in connection with the Share Distribution the Company adopted the Comverse, Inc. 2012 Stock Incentive Compensation Plan (the "2012 Incentive Plan"). The 2012 Incentive Plan provides for the issuance of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, performance-based compensation awards and other stock-based awards (referred to collectively as the "Awards") based on shares of the Company's common stock (referred to as "Shares"). The Company's employees, non-employee directors and consultants as well as employees and consultants of its subsidiaries and affiliates are eligible to receive Awards. | ||||||||
A total of 2.5 million Shares are reserved for issuance under future Awards to be granted under the 2012 Incentive Plan following the effective date of the plan (referred to as the "Future Awards"). | ||||||||
As of April 30, 2015, stock options to purchase 1,048,211 Shares and additional Awards covering 470,577 Shares were outstanding. As of April 30, 2015, an aggregate of 1,202,768 Future Awards are available for future grant under the 2012 Incentive Plan. | ||||||||
Share-Based Awards | ||||||||
Stock-based compensation expense associated with awards for the three months ended April 30, 2015 and 2014 included in the condensed consolidated statements of operations is as follows: | ||||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Stock options: | ||||||||
Service costs | $ | 21 | $ | 41 | ||||
Research and development | 49 | 39 | ||||||
Selling, general and administrative | 617 | 383 | ||||||
687 | 463 | |||||||
Restricted/Deferred stock awards: | ||||||||
Service costs | 762 | 929 | ||||||
Research and development | 216 | 318 | ||||||
Selling, general and administrative | 1,391 | 1,228 | ||||||
2,369 | 2,475 | |||||||
Total (1) | $ | 3,056 | $ | 2,938 | ||||
(1) Includes stock-based compensation expense associated with awards granted to BSS employees of $0.7 million and $0.8 million, respectively, for the three months ended April 30, 2015 and 2014. | ||||||||
Restricted Awards and Stock Options | ||||||||
The Company grants restricted stock unit awards subject to vesting provisions (“RSUs”) and stock options to certain key employees and director stock unit awards (“DSUs”) to non-employee directors (such RSUs and DSUs collectively referred to as “Restricted Awards”). For the three months ended April 30, 2015 and 2014, the Company did not grant any Restricted Awards or stock options. | ||||||||
During the three months ended April 30, 2014, 1,365 were issued upon exercise of stock options under the 2012 Incentive Plan. Total proceeds from these Shares were negligible. For the three months ended April 30, 2015, there were no shares issued upon exercise of stock options under the 2012 Incentive Plan. | ||||||||
The fair market value of the Company's Restricted Awards that vested during the three months ended April 30, 2015 and 2014, was $2.2 million and $6.1 million, respectively. | ||||||||
As of April 30, 2015, the unrecognized Company compensation expense, net of estimated forfeitures, related to unvested Restricted Awards was $7.0 million, which is expected to be recognized over a weighted-average period of 1.78 years. | ||||||||
The Company's outstanding stock options as of April 30, 2015 include unvested stock options to purchase 669,151 Shares with a weighted-average grant date fair value of $9.19, an expected term of 4.0 years and a total fair value of $6.1 million. The unrecognized compensation expenses related to the remaining unvested stock options to purchase Shares was $3.7 million, which is expected to be recognized over a weighted-average period of 1.78 years. |
DISCOUNTINUED_OPERATIONS_Notes
DISCOUNTINUED OPERATIONS (Notes) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | DISCONTINUED OPERATIONS | |||||||
Amdocs Asset Purchase Agreement | ||||||||
The Company decided to sell its BSS Business in order to focus on its existing Digital Services business including IP communication which is expected to experience growth. | ||||||||
On April 29, 2015, the Company entered into a Amdocs Purchase Agreement with Amdocs Limited, a Guernsey company (the “Purchaser”). Pursuant to the Amdocs Purchase Agreement, the Company agreed to sell substantially all of its assets required for operating the Company’s converged, prepaid and postpaid billing and active customer management systems for wireless, wireline, cable and multi-play communication service providers (the “BSS Business”) to the Purchaser, and the Purchaser has agreed to assume certain liabilities of the Company, in exchange for a cash purchase price of $272 million, subject to various purchase price adjustments. | ||||||||
The Amdocs Purchase Agreement contains customary representations and warranties of the parties and covenants of the Company. Under the terms of the Amdocs Purchase Agreement, upon the closing of the Asset Sale, $26 million of the purchase price will be deposited into escrow to fund potential indemnification claims and certain adjustments for a period of twelve (12) months following the closing. The Company and the Purchaser will also enter into other ancillary transaction documents at closing. The closing of the Asset Sale is subject to the applicable regulatory approvals and other closing conditions. | ||||||||
The Amdocs Purchase Agreement may be terminated prior to the closing of the Asset Sale upon certain events, including by written agreement of the Company and the Purchaser, or by either the Company or the Purchaser if the Asset Sale has not closed by August 29, 2015 or if a permanent injunction or other order prohibiting the closing has been issued by a governmental entity. | ||||||||
Pursuant to the Amdocs Purchase Agreement, the Company has agreed generally, but with some enumerated exceptions, to carry on its BSS Business in the ordinary course during the period from the date of the Amdocs Purchase Agreement to the completion of the Asset Sale. | ||||||||
In connection with the Amdocs Purchase Agreement, the Company and the Purchaser have also entered into a Transition Services Agreement (the “TSA”), which provides for several support services between the Company and the Purchaser in connection with the transition of the BSS Business to the Purchaser, and for various periods up to 12 months of services following the closing of the Asset Sale. Either party may terminate the TSA if the Amdocs Purchase Agreement is terminated. | ||||||||
The BSS Business met the criteria to be classified as held for sale as well as discontinued operations. As such, the BSS Business has been reclassified and reflected as discontinued operations on the consolidated statements of operations for all periods presented. The estimated assets and liabilities related to BSS Business were reclassified and reflected as available for sale on the consolidated balance sheet at April 30, 2015. | ||||||||
Upon completion of the sale, the Company will pay a commission of approximately $4.0 million to its advisors. | ||||||||
The table below provides a breakout of the discontinued operations statements of operations. | ||||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
Revenue: | ||||||||
Product revenue | $ | 9,473 | $ | 10,346 | ||||
Service revenue | 39,115 | 43,703 | ||||||
Total revenue | 48,588 | 54,049 | ||||||
Costs and expenses: | ||||||||
Product costs | 5,833 | 4,910 | ||||||
Service costs | 22,676 | 24,669 | ||||||
Research and development, net | 4,150 | 7,173 | ||||||
Selling, general and administrative | 7,154 | 8,584 | ||||||
Other operating expenses: | ||||||||
Restructuring expenses | 567 | 871 | ||||||
Total other operating expenses | 567 | 871 | ||||||
Total costs and expenses | 40,380 | 46,207 | ||||||
Income from operations | 8,208 | 7,842 | ||||||
Benefit (provision) for income taxes | 5,111 | (1,878 | ) | |||||
Net income from discontinued operations | $ | 13,319 | $ | 5,964 | ||||
Components of assets and liabilities held for sale (in thousands): | ||||||||
April 30, | ||||||||
2015 | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Accounts receivable, net of allowance of $653 | $ | 38,315 | ||||||
Deferred cost of revenue | 4,042 | |||||||
Other current assets | 8,345 | |||||||
Total current assets | 50,702 | |||||||
Property and equipment, net | 8,794 | |||||||
Goodwill | 83,797 | |||||||
Intangible assets, net | 1,700 | |||||||
Deferred cost of revenue | 7,114 | |||||||
Other assets | 2,722 | |||||||
Total assets | $ | 154,829 | ||||||
LIABILITIES AND (DEFICIT) EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 28,725 | ||||||
Deferred revenue | 73,334 | |||||||
Total current liabilities | 102,059 | |||||||
Deferred revenue | 27,738 | |||||||
Other long-term liabilities | 3,549 | |||||||
Total liabilities | $ | 133,346 | ||||||
Stock-based compensation expense associated with awards for the three months ended April 30, 2015 and 2014 included in the discontinued operations statements of operations is as follows: | ||||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Stock options: | ||||||||
Service costs | $ | 5 | $ | 1 | ||||
Research and development | — | 4 | ||||||
Selling, general and administrative | 43 | 25 | ||||||
48 | 30 | |||||||
Restricted/Deferred stock awards: | ||||||||
Service costs | 376 | 419 | ||||||
Research and development | 49 | 149 | ||||||
Selling, general and administrative | 206 | 187 | ||||||
631 | 755 | |||||||
Total (1) | $ | 679 | $ | 785 | ||||
Stockholders_Equity_and_Accumu
Stockholders Equity and Accumulated Other Comprehensive Income | 3 Months Ended | |||||||||||
Apr. 30, 2015 | ||||||||||||
Equity [Abstract] | ||||||||||||
Equity Attributable to Comverse, Inc. and Noncontrolling Interest | EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME | |||||||||||
Components of (deficit) equity are as follows: | ||||||||||||
Three Months Ended April 30, | ||||||||||||
2015 | 2014 | |||||||||||
(In thousands) | ||||||||||||
Balance, January 31 | $ | 13,382 | $ | 32,810 | ||||||||
Net loss | (26,661 | ) | (16,131 | ) | ||||||||
Unrealized gain for cash flow hedge positions, net of reclassification adjustments and net of zero tax | 429 | 123 | ||||||||||
Foreign currency translation adjustment | 2,695 | (2,462 | ) | |||||||||
Stock-based compensation expense | 3,056 | 2,938 | ||||||||||
Exercises of stock options | — | 40 | ||||||||||
Repurchase of common stock in connection with tax liabilities upon settlement of stock awards | (81 | ) | (386 | ) | ||||||||
Balance, April 30 | $ | (7,180 | ) | $ | 16,932 | |||||||
Accumulated Other Comprehensive Income | ||||||||||||
The components of Accumulated Other Comprehensive Income (“AOCI”), net of zero tax, were as follows (in thousands, unaudited): | ||||||||||||
Foreign Currency Translation Adjustments | Unrealized Gains on Cash Flow Hedges | Total | ||||||||||
Balance as of January 31, 2015 | $ | 30,939 | $ | (117 | ) | $ | 30,822 | |||||
Other comprehensive income before reclassifications | 2,695 | 322 | 3,017 | |||||||||
Amounts reclassified from AOCI | — | 107 | 107 | |||||||||
Other comprehensive income | 2,695 | 429 | 3,124 | |||||||||
Balance as of April 30, 2015 | $ | 33,634 | $ | 312 | $ | 33,946 | ||||||
Foreign Currency Translation Adjustments | Unrealized Gains on Cash Flow Hedges | Total | ||||||||||
Balance as of January 31, 2014 | $ | 23,274 | $ | 58 | $ | 23,332 | ||||||
Other comprehensive (loss) income before reclassifications | (2,462 | ) | 251 | (2,211 | ) | |||||||
Amounts reclassified from AOCI | — | (128 | ) | (128 | ) | |||||||
Other comprehensive (loss) income | (2,462 | ) | 123 | (2,339 | ) | |||||||
Balance as of April 30, 2014 | $ | 20,812 | $ | 181 | $ | 20,993 | ||||||
The amounts of unrealized losses (gains) on cash flow hedges reclassified out of accumulated other comprehensive income (loss) into the condensed consolidated condensed statements of operations, with presentation location, were as follows: | ||||||||||||
Three Months Ended April 30, | ||||||||||||
2015 | 2014 | |||||||||||
(In thousands) | ||||||||||||
Cost of revenue | $ | 47 | $ | (62 | ) | |||||||
Research and development, net | 20 | (19 | ) | |||||||||
Selling, general and administrative | 40 | (47 | ) | |||||||||
Total | $ | 107 | $ | (128 | ) | |||||||
Net Operating Loss Rights Agreement | ||||||||||||
Effective April 29, 2015, the Company's Board of Directors adopted a rights plan (the “Rights Plan”) and declared a dividend of one preferred share purchase right for each outstanding share of common stock. The dividend is payable to our stockholders of record as of May 11, 2015. | ||||||||||||
The Company's Board of Directors adopted the Rights Plan in an effort to protect stockholder value by attempting to diminish the risk that the Company's ability to use its net operating losses and unrealized losses (collectively, the “NOLs”) to reduce potential future federal income tax obligations may become substantially limited. The Company has experienced and may continue to experience substantial operating losses, including realized losses for tax purposes from sales inventory previously written down for financial statement purposes, which would produce NOLs. Under the Internal Revenue Code and regulations promulgated by the U.S. Treasury Department, the Company may “carry forward” these NOLs in certain circumstances to offset any current and future taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, the Company projects to be able to carry forward a significant amount of NOLs, and therefore these NOLs could be a substantial asset to the Company. However, if the Company experiences an “Ownership Change,” as defined in Section 382 of the Internal Revenue Code, the ability to use the NOLs, including NOLs later arising from sales inventory previously written down, will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. | ||||||||||||
The Rights Plan is intended to act as a deterrent to any person or group acquiring 4.9% or more of our outstanding common stock (an “Acquiring Person”) without the approval of the Company's Board of Directors. Stockholders who own 4.9% or more of our outstanding common stock as of the close of business on May 11, 2015 will not trigger the Rights Plan so long as they do not (i) acquire any additional shares of common stock or (ii) fall under 4.9% ownership of common stock and then re-acquire 4.9% or more of the common stock of the Company. The Rights Plan does not exempt any future acquisitions of common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. The Board of Directors may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. | ||||||||||||
The Company's Board of Directors authorized the issuance of one right per each outstanding share of our common stock payable to our stockholders of record as of May 11, 2015. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) for a purchase price of $100.00 (the “Purchase Price”). If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of our common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights. | ||||||||||||
The rights and the Rights Plan will expire on the earliest of (i) April 29, 2018, (ii) the time at which the rights are redeemed pursuant to the Rights Agreement, (iii) the time at which the rights are exchanged pursuant to the Rights Agreement, (iv) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that the Rights Agreement is no longer necessary for the preservation of Tax Benefits, (v) the beginning of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward and (vi) April 29, 2016 if Stockholder Approval has not been obtained. | ||||||||||||
The Company submitted the Rights Plan for stockholder approval at the 2015 Annual Meeting of Stockholders scheduled for June 24, 2015. |
Loss_per_Share
Loss per Share | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings (Loss) Per Share Attributable to Comverse, Inc.'s Stockholders | PER SHARE | |||||||
Basic loss per share is computed using the weighted average number of shares of common stock outstanding. For purposes of computing diluted loss per share attributable to the Company's stockholders, shares issuable upon exercise of stock options and deliverable in settlement of unvested Restricted Awards are included in the weighted average number of shares of common stock outstanding, except when the effect would be antidilutive. | ||||||||
The calculation of loss per share is as follows: | ||||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands, except per share data) | ||||||||
Numerator: | ||||||||
Net loss attributable to continuing operations | $ | (39,980 | ) | $ | (22,095 | ) | ||
Net earnings attributable to discontinued operations | 13,319 | 5,964 | ||||||
Denominator: | ||||||||
Basic & diluted weighted average common shares outstanding | 21,865 | 22,294 | ||||||
(Loss) earnings per share basic and diluted: | ||||||||
Loss per share from continuing operations | $ | (1.83 | ) | $ | (0.99 | ) | ||
Earnings per share from discontinued operations | 0.61 | 0.27 | ||||||
Basic and diluted loss per share | $ | (1.22 | ) | $ | (0.72 | ) | ||
As a result of the Company’s net loss during the three months ended April 30, 2015 and 2014, the diluted earnings per share computation excludes 0.1 million and 0.3 million shares, respectively, of stock-based awards from the calculations because their inclusion would have been anti-dilutive. |
Income_Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES |
The Company's quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items that occur within the periods presented. The significant differences that impact the effective tax rate relate to the difference between the U.S. federal statutory rate and the rates in foreign tax jurisdictions, withholding taxes, incremental valuation allowances and tax contingencies. | |
The Company recorded an income tax expense from operations of $4.8 million for the three months ended April 30, 2015, representing an effective tax rate of (13.6)% compared with an income tax expense from operations of $2.5 million, representing an effective tax rate of (12.5)% for the three months ended April 30, 2014. During the three months ended April 30, 2015 and 2014, the effective tax rates were different from the U.S. statutory rate primarily due to the fact that the Company did not record an income tax benefit on losses incurred in certain of the Company's U.S. and foreign tax jurisdictions in which the Company maintains valuation allowances against the Company's net deferred tax assets. The income tax provisions from operations are comprised of income tax expense recorded in non-loss tax jurisdictions, withholding taxes, incremental valuation allowances and certain tax contingencies. The change in the Company's effective tax rate for the three months ended April 30, 2015, compared to the three months ended April 30, 2014 was primarily attributable to changes in the relative mix of income and losses across various tax jurisdictions, and the fact that the Company has to compute a separate effective tax rate for certain tax jurisdictions incurring losses. | |
As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a tax jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more-likely-than-not realizable, the Company establishes a valuation allowance. The Company determined that there is sufficient negative evidence to maintain valuation allowances against certain of the Company's federal, state and foreign deferred tax assets as a result of historical losses in the most recent three-year period in the U.S. and certain state and foreign tax jurisdictions. During the three months ended April 30, 2015, the Company reassessed its valuation allowance requirements taking into consideration the Share Distribution and concluded that it intends to maintain its valuation allowance until sufficient positive evidence exists to support its reversal. When we complete the disposition of the BSS business, which met the held-for-sale criteria in ASC 360 as of April 30, 2015, we will reevaluate whether, based on the existing positive and negative evidence at that time, a portion or all of the valuation allowance maintained against our deferred tax assets may be released. | |
The Company regularly assesses the adequacy of the Company's provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes. As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation. As of April 30, 2015, the total amount of unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate were approximately $85.8 million (see Note 12, Other Long-Term Liabilities). The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits as of April 30, 2015 could decrease by approximately $36.0 million within the next twelve months as a result of settlements of certain tax audits or lapses of statutes of limitation. Such decreases may involve the payment of additional taxes, the adjustment of deferred taxes, including the need for additional valuation allowances and the recognition of tax benefits. | |
The Company's policy is to include interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes in the condensed consolidated statements of operations. Accrued interest and penalties was $39.4 million as of April 30, 2015. | |
As of January 31, 2015, the Company operated in Israel under a “Preferred Enterprise” program pursuant to the Law for Encouragement of Capital Investments, 1959, subject to an alternative income tax rate of 16%. In the first quarter of the fiscal year ended January 31, 2016, the Company entered into a master service agreement with Tech Mahindra (India). Following this agreement, the company is not expected to fulfill the direct local manufacturing employment requirement of the program. Accordingly, the alternative income tax rate of 16% no longer applies and the general corporate income tax rate of 26.5% is applicable for the entire fiscal year ended January 31, 2016. The change in corporate income tax rate results in a $48.5 million increase to the fiscal year ended January 31, 2016 opening net deferred tax assets and to offsetting valuation allowance, with no net impact on income tax expense. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
Indemnifications | |
In the normal course of business, the Company provides indemnifications of varying scopes to customers against claims of intellectual property infringement made by third parties arising from the use of the Company's products. The Company evaluates its indemnifications for potential losses and in its evaluation considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Generally, the Company has not encountered significant expenses as a result of such indemnification provisions. | |
To the extent permitted under state laws or other applicable laws, the Company has agreements in which it agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was, serving at the Company's request in such capacity. The indemnification period covers all pertinent events and occurrences during the Company's director's or officer's lifetime. The maximum potential amount of future payments that the Company could be required to make under these indemnification agreements is unlimited; however, the Company has certain director and officer insurance coverage that limits the Company's exposure and enables the Company to recover a portion of any future amounts paid. The Company is not able to estimate the fair value of these indemnification agreements in excess of applicable insurance coverage, if any. | |
In addition, under the Share Distribution Agreements the Company entered into in connection with the Share Distribution, the Company has agreed to indemnify CTI and its affiliates (including Verint following the Verint Merger) against certain losses that may arise as a result of the Verint Merger and the Share Distribution (see Note 3, Share Distribution Agreements). On February 4, 2013, in connection with the closing of the Verint Merger Agreement, CTI placed $25.0 million in escrow to support indemnification claims to the extent made against the Company by Verint and any cash balance remaining in such escrow fund 18 months after the closing of the Verint Merger, less any claims made on or prior to such date, to be released to the Company. On August 6, 2014, the escrow was released in accordance with its terms and the Company received the escrow amount of approximately $25.0 million. | |
As a result of the Verint Merger, Verint assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the actions discussed below. Under the terms of the Distribution Agreement between CTI and us relating to the Share Distribution, Verint, as successor to CTI, is entitled to indemnification from us for any losses it suffers in its capacity as successor-in-interest to CTI in connection with these actions. As of the closing of the Verint Merger, the Company recognized the estimated fair value of the potential indemnification liability (see Note 1, Organization, Business and Summary of Significant Accounting Policies). | |
Israeli Optionholder Class Action | |
CTI and certain of its former subsidiaries, including Comverse Ltd. (a subsidiary of the Company), were named as defendants in four potential class action litigations in the State of Israel involving claims to recover damages incurred as a result of purported negligence or breach of contract due to previously-settled allegations regarding illegal backdating of CTI options that allegedly prevented certain current or former employees from exercising certain stock options. The Company intends to vigorously defend these actions. | |
Two cases were filed in the Tel Aviv District Court against CTI on March 26, 2009, by plaintiffs Katriel (a former Comverse Ltd. employee) and Deutsch (a former Verint Systems Ltd. employee). The Katriel case (Case Number 1334/09) and the Deutsch case (Case Number 1335/09) both seek to approve class actions to recover damages that are claimed to have been incurred as a result of CTI’s negligence in reporting and filing its financial statements, which allegedly prevented the exercise of certain stock options by certain employees and former employees. By stipulation of the parties, on September 30, 2009, the court ordered that these cases, including all claims against CTI in Israel and the motion to approve the class action, be stayed until resolution of the actions pending in the United States regarding stock option accounting, without prejudice to the parties’ ability to investigate and assert the unique facts, claims and defenses in these cases. On May 7, 2012, the court lifted the stay, and the plaintiffs have filed an amended complaint and motion to certify a class of plaintiffs in a single consolidated class action. The defendants responded to this amended complaint on November 11, 2012, and the plaintiffs filed a further reply on December 20, 2012. A pre-trial hearing for the case was held on December 25, 2012, during which all parties agreed to attempt to settle the dispute through mediation. | |
The mediation process ended without success. According to the parties’ consent to submit summations in the motion to certify the claims as a class action, including the certification of the class of plaintiffs, the court held the following dates for submission of summations: Summations on behalf of the plaintiffs were submitted on August 31, 2014; Summations on behalf of the defendants were submitted on November 20, 2014; and summations of response by the plaintiffs were submitted on December 30, 2014. On February 9, 2015, the Judge presiding over the case recused herself due to a conflict of interests. On March 30, 2015, the plaintiffs filed a motion to the Court seeking to have the case assigned to a new presiding Judge and as a result on April 4, 2015 a new presiding judge was assigned to the case. The parties are now awaiting for the Court’s decision. | |
Separately, on July 13, 2012, plaintiffs filed a motion seeking an order that CTI hold back $150 million in assets as a reserve to satisfy any potential damage awards that may be awarded in this case, but did not seek to enjoin the Share Distribution. On July 25, 2012, the court decided that it will not rule on the motion until after it rules on plaintiffs’ motion to certify a class of plaintiffs. On August 16, 2012, plaintiffs filed a motion for leave to appeal the court’s decision to the Israeli Supreme Court (the “Appeal”) and on November 11, 2012, CTI responded to plaintiff's motion. | |
On July 1, 2014, the plaintiffs filed a motion to the Supreme Court to withdraw the Appeal and accordingly the Appeal was dismissed. | |
Two cases were also filed in the Tel Aviv Labor Court by plaintiffs Katriel and Deutsch, and both sought to approve class actions to recover damages that are claimed to have been incurred as a result of breached employment contracts, which allegedly prevented the exercise by certain employees and former employees of certain CTI and Verint stock options, respectively. The Katriel litigation (Case Number 3444/09) was filed on March 16, 2009, against Comverse Ltd., and the Deutsch litigation (Case Number 4186/09) was filed on March 26, 2009, against Verint Systems Ltd. The Tel Aviv Labor Court has ruled that it lacks jurisdiction, and both cases have been transferred to the Tel Aviv District Court. These cases have been consolidated with the Tel Aviv District Court cases discussed above. | |
The Company has not accrued for these matters as the potential loss is currently not probable or estimable. | |
An additional case has been filed by an individual plaintiff in the Tel Aviv District Court similarly seeking to recover damages up to an aggregate of $3.3 million allegedly incurred as a result of the inability to exercise certain stock options. The case generally alleges the same causes of actions alleged in the potential class action discussed above. The parties conducted a mediation process that ended without success. On June 26, 2014 the Court ordered the plaintiff to notify it why not to transfer the claim to the Labor Court. On July 10, 2014, the plaintiff filed a notice to court according to which the subject-matter jurisdiction is reserved to the District Court. The Court did not accept the plaintiff's argument and has assigned the case to the Labor Court. A preliminary hearing at the Labor court is scheduled for July 8, 2015. The Company has not accrued for this matter as the potential loss is currently not probable or estimable. | |
Starhome Sale and Indemnification | |
Starhome was a CTI subsidiary (66.5% owned prior to the disposition). On September 19, 2012, CTI, in order to ensure it could meet the conditions of the Verint Merger, contributed to the Company its interest in Starhome, including its rights and obligations under the Starhome Share Purchase Agreement discussed below. The Starhome Disposition was completed on October 19, 2012. | |
Under the terms of the Starhome Share Purchase Agreement, Starhome’s shareholders received aggregate cash proceeds of approximately $81.3 million, subject to adjustment for fees, transaction expenses and certain taxes. Of this amount, $10.5 million is held in escrow to cover potential post-closing indemnification claims, with $5.5 million being released after 18 months and the remainder released after 24 months, in each case, less any claims made on or prior to such dates. The Company received aggregate net cash consideration (including $4.9 million deposited in escrow at closing) of approximately $37.2 million, after payments that CTI agreed to make to certain other Starhome shareholders of up to $4.5 million. The escrow funds were available to satisfy certain indemnification claims under the Starhome Share Purchase Agreement to the extent that such claims exceeded $1.0 million. During the fiscal year ended January 31, 2015, the Company received approximately $4.7 million in settlement of escrow. | |
Amdocs Asset Purchase Agreement | |
On April 29, 2015, the Company entered into a Purchase Agreement with Amdocs Limited, a Guernsey company (the “Purchaser”). Pursuant to the Amdocs Purchase Agreement, the Company agreed to sell substantially all of its assets required for operating the Company’s BSS Business to the Purchaser, and the Purchaser has agreed to assume certain liabilities of the Company, in exchange for a cash purchase price of $272 million, subject to various purchase price adjustments. | |
The Amdocs Purchase Agreement contains customary representations and warranties of the parties and covenants of the Company. Under the terms of the Amdocs Purchase Agreement, upon the closing of the Asset Sale, $26 million of the purchase price will be deposited into escrow to fund potential indemnification claims and certain adjustments for a period of twelve (12) months following the closing. The Company and the Purchaser will also enter into other ancillary transaction documents at closing. The closing of the Asset Sale is subject to the applicable regulatory approvals and other closing conditions. | |
Agreement with Tech Mahindra | |
On April 14, 2015, the Company entered into a MSA with Tech Mahindra pursuant to which Tech Mahindra will perform certain services for the Company’s Digital Services business on a global basis. The services include research and development, project deployment and delivery and maintenance and support for customers of the Company’s Digital Service business. In connection with the transaction, up to approximately 570 employees of the Company and its subsidiaries may be rehired by Tech Mahindra or its affiliates. However, under the terms of the MSA, where applicable, Tech Mahindra’s provision of such services (and any employee rehire) is contingent upon local decisions for Company entities to enter into the agreement on a country-by-country basis after the completion of all regulatory and compliance requirements under applicable law. Under the MSA, the Company is obligated to pay to Tech Mahindra in the aggregate approximately $211 million in base fees for services to be provided pursuant to the MSA for a term of six years, renewable at the Company’s option. The Company's expected obligation is $23 million, $40 million, $39 million, $36 million, $32 million, $29 million and $12 million, for fiscal years ended January 31, 2016, 2017, 2018, 2019, 2020, 2021 and 2022, respectively. The services under the MSA started on June 1, 2015. | |
The Company has the right to terminate the MSA for convenience subject to the payment of certain termination fees. The Company may terminate the MSA upon certain material breaches, certain material performance failures or violations of applicable law by Tech Mahindra without termination fees. Tech Mahindra may terminate the MSA upon certain material breaches by the Company, including the failure to pay undisputed amounts. Upon any termination or expiration, Tech Mahindra will provide reverse transition services to transition the services being provided by Tech Mahindra pursuant to the MSA back to the Company or its designee. The MSA contains certain customary indemnification provisions by both Comverse and Tech Mahindra. | |
Guarantees | |
The Company provides certain customers in the ordinary course of business with financial performance guarantees, which in certain cases are backed by standby letters of credit or surety bonds, the majority of which are cash collateralized and accounted for as restricted cash and bank deposits. The Company is only liable for the amounts of those guarantees in the event of its nonperformance, which would permit the customer to exercise the guarantee. As of April 30, 2015 and January 31, 2015, the Company believes that it was in compliance with its performance obligations under all contracts for which there is a financial performance guarantee, and that any liabilities arising in connection with these guarantees will not have a material adverse effect on the Company’s condensed consolidated results of operations, financial position or cash flows. The Company also obtained bank guarantees primarily to provide customer assurance relating to the performance of certain obligations required by customer agreements for the guarantee of certain payment obligations. These guarantees, which aggregated $24.5 million and $29.0 million as of April 30, 2015 and January 31, 2015, respectively, are generally scheduled to be released upon the Company’s performance of specified contract milestones, a majority of which are scheduled to be completed at various dates through May 30, 2016. | |
Legal Proceedings | |
From time to time, the Company and its subsidiaries are subject to claims in legal proceedings arising in the normal course of business. The Company does not believe that it or its subsidiaries are currently party to any pending legal action not described herein or disclosed in the consolidated financial statements that could reasonably be expected to have a material adverse effect on its business, financial condition or results of operations. | |
Brazil Tax and Labor Contingencies | |
The Company's operations in Brazil are involved in various litigation matters and have received or been the subject of numerous governmental assessments related to indirect and other taxes, as well as disputes associated with former Company employees. The tax matters, which comprise a significant portion of the contingencies, principally relate to claims for taxes on the transfers of inventory, municipal service taxes on rentals and gross revenue taxes. The Company is disputing these tax matters and intends to vigorously defend its positions. The labor matters principally relate to claims made by former Company employees for pay wages, social security and other related labor benefits, as well as related tax obligations. As of April 30, 2015, the total amounts related to the reserved portion of the tax and labor contingencies was $0.1 million and the unreserved portion of the tax and labor contingencies totaled approximately $7.6 million. With respect to the unreserved balance, these have been assessed by management as being either remote or possible as to the likelihood of ultimately resulting in a loss to the Company. Local laws and regulations often require that the Company make deposits or post other security in connection with such proceedings. As of April 30, 2015, the Company had $5.4 million of deposits, included in Long-term restricted cash, with the government in Brazil for claims that the Company is disputing which provides security with respect to these matters. Generally, any deposits would be refundable to the extent the matters are resolved in the Company's favor. Management routinely assesses these matters as to probability of ultimately incurring a liability against the Company's Brazilian operations and the Company records its best estimate of the ultimate loss in situations where management assesses the likelihood of an ultimate loss as probable. |
Subsequent_Events_Notes
Subsequent Events (Notes) | 3 Months Ended |
Apr. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
On June 15, 2015, the Company entered into an agreement (the “Acision Purchase Agreement”) with Bergkamp Coöperatief U.A., a cooperative with excluded liability formed under the laws of the Netherlands (the “Seller”) relating to the sale and purchase of Acision Global Limited, a private company formed under the laws of the United Kingdom (“Acision”). Acision is a provider of messaging software solutions to CSPs and enterprises, including SMSC, MMS, IM and IP messaging. The Company acquired Acision to complement its solution portfolio, enhance its market leadership, penetrate growth markets and improve its operational efficiency. | |
Pursuant to the Acision Purchase Agreement, the Company will acquire all of the equity securities of and voting interests in Acision for a purchase price consisting of approximately $135 million in cash, certain earnout payments (as discussed below) and 3.13 million shares of the Company’s common stock, par value $0.01 per share (the “Consideration Shares”) which will be issued in a private placement transaction conducted pursuant to Section 4(a)(2) or Regulation S under the Securities Act of 1933, as amended, subject to certain adjustments (the “Transaction”). The Company expects to finance the cash portion of the purchase price with cash-on-hand. The parties have further agreed that an amount up to $35 million of cash consideration will be subject to an earnout, contingent on the achievement of certain revenue objectives by certain of the Acision’s business lines. To secure claims the Company may have under the Acision Purchase Agreement, $10 million of the initial cash consideration will be retained in escrow, which amount will be increased in the event that further consideration is triggered under the earnout, up to a total maximum aggregate escrow retention of $25 million. Such funds will be released to the Seller two years after completion of the Transaction, subject to any claims. In addition, Acision, in consultation with the Company will seek an amendment and waiver (the “Amendment”) to Acision’s credit agreement (the “Acision Credit Agreement”) governing Acision’s existing $157 million senior credit facility (the “Acision Senior Debt”), pursuant to which the Acision Senior Debt will remain in place during the pendency of and following completion of the Transaction. Subject to provisions allowing the Company to secure alternative financing, both the Company and the Seller are permitted to terminate the Purchase Agreement in the event the requisite lenders under the Acision Credit Agreement do not consent to the Amendment. Pursuant to the terms of the Acision Credit Agreement the Acision Senior Debt bears interest at a rate per annum, at the option of the Acision, of either (i) a customary adjusted Eurocurrency interest rate plus 9.75% or (ii) a customary base rate plus 8.75%, and matures, subject to the terms and conditions of the Acision Credit Agreement, on December 15, 2018. In connection with the Amendment, the Company has agreed to pay certain costs imposed on Acision by its lenders under the Acision Senior Debt. | |
The Acision Purchase Agreement contains customary representations, warranties and covenants, by the parties thereto and completion of the Transaction as set forth therein is subject to certain closing conditions including (i) the completion of the sale of the substantial majority of the Company’s BSS business to Amdocs Limited in accordance with the Amdocs Purchase Agreement and (ii) the receipt of the requisite approvals and consents of certain local regulatory authorities in respect of the Transaction. Assuming the satisfaction or waiver of the closing conditions, the Transaction is expected to close no later than the end of the third calendar quarter in 2015. | |
Each party has agreed to indemnify the other for certain potential liabilities and claims, subject to certain exceptions and limitations. |
Organization_Business_and_Summ1
Organization, Business and Summary of Significant Accounting Policies (Policy) | 3 Months Ended | |
Apr. 30, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (the “2014 Form 10-K”) (see Note 14, Discontinued Operations). | ||
The condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the periods ended April 30, 2015 and 2014, and the condensed consolidated balance sheet as of April 30, 2015 are not audited but in the opinion of management reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair statement of the results of the periods presented. Certain information and disclosures normally included in audited financial statements have been omitted in these condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Because the condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the 2014 Form 10-K. The results for the three months ended April 30, 2015 are not necessarily indicative of the results for the full fiscal year ending January 31, 2016. | ||
Intercompany accounts and transactions within the Company have been eliminated. | ||
Discontinued Operations | Discontinued Operations | |
The BSS Business met the criteria to be classified as held for sale as well as discontinued operations. As such, the BSS Business has been reclassified and reflected as discontinued operations on the consolidated statements of operations for all periods presented. The estimated assets and liabilities related to BSS Business were reclassified and reflected as available for sale on the consolidated balance sheet at April 30, 2015. | ||
Segment Information | Segment Information | |
Prior to entering into the Amdocs Purchase Agreement, the Company’s reportable segments consisted of BSS and Digital Services. As a result of entering into the Amdocs Purchase Agreement, the results of operations of the former BSS Business segment are classified as discontinued operations. Therefore, with the reported divestiture, the Company now operates as a single business segment the results of which are included in the Company's income statement from continuing operations. | ||
Use Of Estimates | Use of Estimates | |
The preparation of the condensed consolidated financial statements and the accompanying notes in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. | ||
The most significant estimates among others include: | ||
• | Estimates relating to the recognition of revenue, including the determination of vendor specific objective evidence (“VSOE”) of fair value and the determination of best estimate of selling price for multiple element arrangements; | |
• | Fair value of stock-based compensation; | |
• | Fair value of reporting unit for the purpose of goodwill impairment testing; | |
• | Fair value of long-lived assets and asset groups; | |
• | Realization of deferred tax assets; | |
• | The identification and measurement of uncertain tax positions; | |
• | Contingencies and litigation; | |
• | Total estimates to complete on percentage-of-completion (“POC”) projects; | |
• | Valuation of inventory; | |
• | Israel employees severance pay; | |
• | Allowance for doubtful accounts; and | |
• | Valuation of other intangible assets. | |
The Company’s actual results may differ from its estimates. | ||
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets | |
The Company periodically evaluates its long-lived assets for potential impairment. In accordance with the relevant accounting guidance, the Company reviews the carrying value of our long-lived assets or asset group that is held and used for impairment whenever circumstances occur that indicate that those carrying values are not recoverable. Under the held and used approach, assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The identification of asset groups involves judgment, assumptions, and estimates. The lowest level of cash flows which are largely independent of one another was determined to be at the BSS and Digital Services reporting units. | ||
The Company makes judgments about the recoverability of long-lived assets, including fixed assets and purchased finite-lived intangible assets whenever events or changes in circumstances indicate that impairment may exist. Each period we evaluate the estimated remaining useful lives of long-lived assets and whether events or changes in circumstances warrant a revision to the remaining periods of depreciation or amortization. If circumstances arise that indicate an impairment may exist, we use an estimate of the undiscounted value of expected future operating cash flows over the primary asset’s remaining useful life and salvage value to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows and salvage values are less than the carrying amount of the assets, the resulting impairment charge to be recorded is calculated based on the excess of the carrying amount of the assets over the fair value of such assets, with the fair value generally determined using the discounted cash flow ("DCF") method. Application of the DCF method for long-lived assets requires judgment and assumptions related to the amount and timing of future expected cash flows, salvage value assumptions, and appropriate discount rates. Different judgments or assumptions could result in materially different fair value estimates. | ||
Goodwill | Goodwill | |
Goodwill represents the excess of the fair value of consideration transferred in a business combination over the fair value of tangible and intangible assets acquired net of the fair value of liabilities assumed and the fair value of any noncontrolling interest in the acquiree. The Company has no indefinite-lived intangible assets other than goodwill. The carrying amount of goodwill is reviewed annually for impairment on November 1 and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | ||
The Company applies the FASB's guidance when testing goodwill for impairment which permits the Company to make a qualitative assessment of whether goodwill is impaired, or opt to bypass the qualitative assessment, and proceed directly to performing the first step of the two-step impairment test. If the Company performs a qualitative assessment and concludes it is more-likely-than-not that the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired and the two-step impairment test is unnecessary. However, if the Company concludes otherwise, it is then required to perform the first step of the two-step impairment test. | ||
The Company has the unconditional option to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. The Company may resume performing the qualitative assessment in any subsequent period. | ||
For reporting units where the Company decides to perform a qualitative assessment, the Company's management assesses and makes judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, financial performance and trends, strategies and business plans, capital requirements, management and personnel issues, and stock price, among others. Management then considers the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more-likely-than-not that the fair value of a reporting unit exceeds its carrying amount. | ||
For reporting units where the Company performs the two-step goodwill impairment test, the first step requires the Company to compare the fair value of each reporting unit to the carrying value of its net assets. The Company considers both an income-based approach using projected discounted cash flows and a market-based approach using multiples of comparable companies to determine the fair value of its reporting units. The Company's estimate of fair value of each reporting unit is based on a number of subjective factors, including: (i) the appropriate weighting of valuation approaches (income-based approach and market-based approach), (ii) estimates of the future revenue and cash flows, (iii) discount rate for estimated cash flows, (iv) selection of peer group companies for the market-based approach, (v) required levels of working capital, (vi) assumed terminal value, (vii) the time horizon of cash flow forecasts; and (viii) control premium. | ||
If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and no further evaluation is necessary. If the carrying value of the reporting unit is greater than the estimated fair value of the reporting unit, there is an indication that impairment may exist and the second step is required. In the second step, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair value assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized as an impairment charge. | ||
The Company's forecasts and estimates are based on assumptions that are consistent with the plans and estimates used to manage the business. Changes in these estimates could change the conclusion regarding an impairment of goodwill. | ||
As a result of the Amdocs Purchase Agreement for the sale the BSS Business, the Company performed an interim goodwill test in conjunction with the preparation of its financial statements for the three months ended April 30, 2015 which did not result in an impairment (see Note 5, Goodwill). | ||
Revenue Recognition | Revenue Recognition | |
Management is required to make judgments to estimate the total estimated costs and progress to completion. Changes to such estimates can impact the timing of the revenue recognition period to period. The Company uses historical experience, project plans, and an assessment of the risks and uncertainties inherent in the arrangement to establish these estimates. Uncertainties in these arrangements include implementation delays or performance issues that may or may not be within the Company's control. If some level of profitability is assured, but the related revenue and costs cannot be reasonably estimated, then revenue is recognized to the extent of costs incurred until such time that the project's profitability can be estimated or the services have been completed. If the Company determines that based on its estimates its costs exceed the sales price, the entire amount of the estimated loss is accrued in the period that such losses become known. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule Of Inventories | Inventories consist of the following: | |||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(In thousands) | ||||||||
Raw materials | $ | 8,153 | $ | 10,455 | ||||
Work in process | 9,397 | 7,362 | ||||||
$ | 17,550 | $ | 17,817 | |||||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | |||
Apr. 30, 2015 | ||||
Goodwill, Impaired [Abstract] | ||||
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill for the three months ended April 30, 2015 are as follows: | |||
(In thousands) | ||||
Goodwill, gross, at January 31, 2015 | $ | 313,277 | ||
Accumulated impairment losses at January 31, 2015 | (162,060 | ) | ||
Goodwill, net, at January 31, 2015 | 151,217 | |||
BSS Business Goodwill reclassified to available for sale (1) | (83,699 | ) | ||
Effect of changes in foreign currencies and other | 67 | |||
Goodwill, net, at April 30, 2015 | $ | 67,585 | ||
Balance at April 30, 2015 | ||||
Goodwill, gross, at April 30, 2015 | $ | 224,040 | ||
Accumulated impairment losses at April 30, 2015 | (156,455 | ) | ||
Goodwill, net, at April 30, 2015 | $ | 67,585 | ||
Intangible_Assets_Net_Future_A
Intangible Assets, Net Future Amortization Expense (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets, net are as follows: | |||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(In thousands) | ||||||||
Acquired technology | ||||||||
Gross carrying amount | $ | 1,822 | $ | 99,833 | ||||
Customer relationships | — | 35,499 | ||||||
Trade names | — | 3,400 | ||||||
Total intangible assets | 1,822 | 138,732 | ||||||
Accumulated amortization | 261 | 98,175 | ||||||
Customer relationships | — | 33,108 | ||||||
Trade names | — | 3,400 | ||||||
261 | 134,683 | |||||||
Total (1) | $ | 1,561 | $ | 4,049 | ||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated future amortization expense on finite-lived acquisition-related assets for each of the succeeding fiscal years is as follows: | |||||||
Fiscal Years Ending January 31, | (In thousands) | |||||||
2016 (remainder of fiscal year) | $ | 264 | ||||||
2017 | 349 | |||||||
2018 | 316 | |||||||
2019 | 316 | |||||||
2020 and thereafter | 316 | |||||||
$ | 1,561 | |||||||
Restructuring_Tables
Restructuring (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Apr. 30, 2015 | ||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||
Schedule of Restructuring and Related Costs | The following tables represent a roll forward of the workforce reduction and restructuring activities noted above for the three months ended April 30, 2015 and 2014: | |||||||||||||||||||||||||||
2015 Initiative | 2014 Initiative | Fourth Quarter 2012 Initiative | Third Quarter 2010 Initiative | |||||||||||||||||||||||||
Severance | Facilities | Severance | Facilities | Facilities | Facilities | Total | ||||||||||||||||||||||
Related | Related | Related | Related | Related | Related | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
January 31, 2015 | $ | — | $ | — | $ | 2,843 | $ | 1,837 | $ | 2,872 | $ | 214 | $ | 7,766 | ||||||||||||||
Expenses (1) | 4,097 | 161 | 23 | 40 | 19 | 6 | 4,346 | |||||||||||||||||||||
Change in assumptions | — | — | (482 | ) | 93 | 18 | — | (371 | ) | |||||||||||||||||||
Translation and other adjustments | (1 | ) | — | — | — | — | — | (1 | ) | |||||||||||||||||||
Paid or utilized | (508 | ) | (130 | ) | (1,217 | ) | (374 | ) | (284 | ) | (49 | ) | (2,562 | ) | ||||||||||||||
April 30, 2015 | $ | 3,588 | $ | 31 | $ | 1,167 | $ | 1,596 | $ | 2,625 | $ | 171 | $ | 9,178 | ||||||||||||||
(1) Includes restructuring expense associated with BSS employees of $0.6 million for the three months ended April 30, 2015. | ||||||||||||||||||||||||||||
2014 Initiative | Fourth Quarter 2012 Initiative | Third Quarter 2010 Initiative | Netcentrex 2010 and 2011 Initiative | |||||||||||||||||||||||||
Severance | Severance | Facilities | Facilities | Severance | Facilities | Total | ||||||||||||||||||||||
Related | Related | Related | Related | Related | Related | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
31-Jan-14 | $ | — | $ | 1,062 | $ | 5,728 | $ | 390 | $ | 50 | $ | 15 | $ | 7,245 | ||||||||||||||
Expenses (1) | 2,751 | 38 | 25 | 6 | — | — | 2,820 | |||||||||||||||||||||
Change in assumptions | — | (18 | ) | (59 | ) | — | — | — | (77 | ) | ||||||||||||||||||
Translation and other adjustments | — | — | — | — | — | — | — | |||||||||||||||||||||
Paid or utilized | (1,657 | ) | (892 | ) | (307 | ) | (49 | ) | (2 | ) | — | (2,907 | ) | |||||||||||||||
April 30, 2014 | $ | 1,094 | $ | 190 | $ | 5,387 | $ | 347 | $ | 48 | $ | 15 | $ | 7,081 | ||||||||||||||
(1) Includes restructuring expense associated with BSS employees of $0.9 million for the three months ended April 30, 2014. |
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Other Assets [Abstract] | |||||||||
Schedule of Other Assets | Other assets consisted of the following: | ||||||||
April 30, | January 31, | ||||||||
2015 | 2015 | ||||||||
(In thousands) | |||||||||
Severance pay fund (1) | $ | 11,614 | $ | 25,759 | |||||
Deposits | 2,448 | 2,776 | |||||||
Other (2) | 1,303 | 1,904 | |||||||
$ | 15,365 | $ | 30,439 | ||||||
-1 | Represents deposits into insurance policies to fund severance liability of the Company's Israeli employees (see Note 12, Other Long-Term Liabilities). As a result of entering into a MSA with Tech Mahindra, the Company has re-classified $11.9 million in severance pay long-term assets to Other current assets as of April 30, 2015. | ||||||||
-2 | Includes a $1.2 million cost-method investment in a subsidiary of a significant customer at each of April 30, 2015 and January 31, 2015. |
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | As of April 30, 2015 and January 31, 2015, the balance of outstanding debt classified in accounts payable and accrued expense and long-term liabilities are as follows: | ||||||||
(In thousands) | 30-Apr-15 | 31-Jan-15 | |||||||
3.98% note due 2017 | $ | 215 | $ | 216 | |||||
0.53% note due 2018 | 310 | 312 | |||||||
2.48% notes due 2018 | 118 | 118 | |||||||
3.95% note due 2020 | 84 | 84 | |||||||
0% note due 2022 | 397 | 400 | |||||||
1,124 | 1,130 | ||||||||
Less: current portion | 132 | 132 | |||||||
Long-term debt | $ | 992 | $ | 998 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate debt maturities for each of the succeeding fiscal years are as follows: | ||||||||
Fiscal Years Ending January 31, | (In thousands) | ||||||||
2016 (remainder of fiscal year) | $ | 132 | |||||||
2017 | 257 | ||||||||
2018 | 260 | ||||||||
2019 | 247 | ||||||||
2020 and thereafter | 228 | ||||||||
$ | 1,124 | ||||||||
Recovered_Sheet1
Derivatives And Financial Instruments (Tables) | 3 Months Ended | ||||||||||||
Apr. 30, 2015 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||
Schedule Of Derivative Positions And Respective Fair Values | The following tables summarize the Company’s derivative positions and their respective fair values: | ||||||||||||
April 30, 2015 | |||||||||||||
Type of Derivative | Notional | Balance Sheet Classification | Fair Value | ||||||||||
Amount | |||||||||||||
(In thousands) | |||||||||||||
Assets | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Short-term foreign currency forward | $ | 25,362 | Prepaid expenses and other current assets | $ | 312 | ||||||||
Total assets | $ | 312 | |||||||||||
January 31, 2015 | |||||||||||||
Type of Derivative | Notional | Balance Sheet Classification | Fair Value | ||||||||||
Amount | |||||||||||||
(In thousands) | |||||||||||||
Liabilities | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Short-term foreign currency forward | $ | 31,123 | Other current liabilities | $ | 117 | ||||||||
Total liabilities | $ | 117 | |||||||||||
Schedule Of Classification Of Gains And Losses On Derivative Instruments | The following tables summarize the Company’s classification of gains and losses on derivative instruments: | ||||||||||||
Three Months Ended April 30, 2015 | |||||||||||||
Gain (Loss) | |||||||||||||
Type of Derivative | Recognized in | Reclassified from | Recognized in | ||||||||||
Other Comprehensive | Accumulated | foreign currency transaction gain (loss), net | |||||||||||
Income (Loss) | Other Comprehensive | ||||||||||||
Income into | |||||||||||||
Statement | |||||||||||||
of Operations | |||||||||||||
(In thousands) | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Foreign currency forward | $ | 322 | $ | (107 | ) | $ | — | ||||||
Total | $ | 322 | $ | (107 | ) | $ | — | ||||||
Three Months Ended April 30, 2014 | |||||||||||||
Gain (Loss) | |||||||||||||
Type of Derivative | Recognized in | Reclassified from | Recognized in | ||||||||||
Other Comprehensive | Accumulated | foreign currency transaction gain (loss), net | |||||||||||
Income (Loss) | Other Comprehensive | ||||||||||||
Income into | |||||||||||||
Statement | |||||||||||||
of Operations | |||||||||||||
(In thousands) | |||||||||||||
Derivatives designated as hedging instruments | |||||||||||||
Foreign currency forward | $ | 251 | $ | 128 | $ | — | |||||||
Total | $ | 251 | $ | 128 | $ | — | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Apr. 30, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Schedule Of Financial Instruments | The following tables present financial instruments according to the fair value hierarchy as defined by the FASB’s guidance: | |||||||||||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis as of: | ||||||||||||||||
April 30, 2015 | ||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | |||||||||||||
to Active | Other Observable | Unobservable | ||||||||||||||
Markets for | Inputs | Inputs | ||||||||||||||
Identical | (Level 2) | (Level 3) | ||||||||||||||
Instruments | ||||||||||||||||
(Level 1) | ||||||||||||||||
(In thousands) | ||||||||||||||||
Financial Assets: | ||||||||||||||||
Money market funds (1) | $ | 15,401 | $ | — | $ | — | $ | 15,401 | ||||||||
Derivative assets | — | 312 | — | 312 | ||||||||||||
$ | 15,401 | $ | 312 | $ | — | $ | 15,713 | |||||||||
January 31, 2015 | ||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | |||||||||||||
to Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||||
Instruments | (Level 2) | |||||||||||||||
(Level 1) | ||||||||||||||||
(In thousands) | ||||||||||||||||
Financial Assets: | ||||||||||||||||
Money market funds (1) | $ | 20,401 | $ | — | $ | — | $ | 20,401 | ||||||||
$ | 20,401 | $ | — | $ | — | $ | 20,401 | |||||||||
Financial Liabilities: | ||||||||||||||||
Embedded derivatives | $ | — | $ | 117 | $ | — | $ | 117 | ||||||||
$ | — | $ | 117 | $ | — | $ | 117 | |||||||||
-1 | Money market funds are classified in “Cash and cash equivalents” within the condensed consolidated balance sheets. |
Other_LongTerm_Liabilities_Tab
Other Long-Term Liabilities (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following: | |||||||
April 30, | January 31, | |||||||
2015 | 2015 | |||||||
(In thousands) | ||||||||
Liability for severance pay (1) | $ | 17,235 | $ | 36,166 | ||||
Tax contingencies | 85,803 | 85,782 | ||||||
Long-term debt | 992 | 998 | ||||||
Other long-term liabilities | 10,509 | 12,510 | ||||||
Total | $ | 114,539 | $ | 135,456 | ||||
Schedule of Severance Pay Expenses | Severance pay expenses pursuant to Israel’s Severance Pay Law were as follows: | |||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Increase due to passage of time | $ | 754 | $ | 1,034 | ||||
Increase due to salary increase | 126 | 227 | ||||||
Reversal due to voluntary termination of employee | (105 | ) | (147 | ) | ||||
Loss (gain) from change in fund value | (23 | ) | 25 | |||||
Total operating expense due to Israeli Severance Law | $ | 752 | $ | 1,139 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Schedule Of Stock-Based Compensation Expense | Stock-based compensation expense associated with awards for the three months ended April 30, 2015 and 2014 included in the condensed consolidated statements of operations is as follows: | |||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Stock options: | ||||||||
Service costs | $ | 21 | $ | 41 | ||||
Research and development | 49 | 39 | ||||||
Selling, general and administrative | 617 | 383 | ||||||
687 | 463 | |||||||
Restricted/Deferred stock awards: | ||||||||
Service costs | 762 | 929 | ||||||
Research and development | 216 | 318 | ||||||
Selling, general and administrative | 1,391 | 1,228 | ||||||
2,369 | 2,475 | |||||||
Total (1) | $ | 3,056 | $ | 2,938 | ||||
DISCOUNTINUED_OPERATIONS_Table
DISCOUNTINUED OPERATIONS (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Stock-based compensation expense associated with awards for the three months ended April 30, 2015 and 2014 included in the discontinued operations statements of operations is as follows: | |||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Stock options: | ||||||||
Service costs | $ | 5 | $ | 1 | ||||
Research and development | — | 4 | ||||||
Selling, general and administrative | 43 | 25 | ||||||
48 | 30 | |||||||
Restricted/Deferred stock awards: | ||||||||
Service costs | 376 | 419 | ||||||
Research and development | 49 | 149 | ||||||
Selling, general and administrative | 206 | 187 | ||||||
631 | 755 | |||||||
Total (1) | $ | 679 | $ | 785 | ||||
Components of assets and liabilities held for sale (in thousands): | ||||||||
April 30, | ||||||||
2015 | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Accounts receivable, net of allowance of $653 | $ | 38,315 | ||||||
Deferred cost of revenue | 4,042 | |||||||
Other current assets | 8,345 | |||||||
Total current assets | 50,702 | |||||||
Property and equipment, net | 8,794 | |||||||
Goodwill | 83,797 | |||||||
Intangible assets, net | 1,700 | |||||||
Deferred cost of revenue | 7,114 | |||||||
Other assets | 2,722 | |||||||
Total assets | $ | 154,829 | ||||||
LIABILITIES AND (DEFICIT) EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 28,725 | ||||||
Deferred revenue | 73,334 | |||||||
Total current liabilities | 102,059 | |||||||
Deferred revenue | 27,738 | |||||||
Other long-term liabilities | 3,549 | |||||||
Total liabilities | $ | 133,346 | ||||||
The table below provides a breakout of the discontinued operations statements of operations. | ||||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
Revenue: | ||||||||
Product revenue | $ | 9,473 | $ | 10,346 | ||||
Service revenue | 39,115 | 43,703 | ||||||
Total revenue | 48,588 | 54,049 | ||||||
Costs and expenses: | ||||||||
Product costs | 5,833 | 4,910 | ||||||
Service costs | 22,676 | 24,669 | ||||||
Research and development, net | 4,150 | 7,173 | ||||||
Selling, general and administrative | 7,154 | 8,584 | ||||||
Other operating expenses: | ||||||||
Restructuring expenses | 567 | 871 | ||||||
Total other operating expenses | 567 | 871 | ||||||
Total costs and expenses | 40,380 | 46,207 | ||||||
Income from operations | 8,208 | 7,842 | ||||||
Benefit (provision) for income taxes | 5,111 | (1,878 | ) | |||||
Net income from discontinued operations | $ | 13,319 | $ | 5,964 | ||||
Stockholders_Equity_and_Accumu1
Stockholders Equity and Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | |||||||||||
Apr. 30, 2015 | ||||||||||||
Equity [Abstract] | ||||||||||||
Components of Equity Attributable to Comverse, Inc.'s and Noncontrolling Interest | Components of (deficit) equity are as follows: | |||||||||||
Three Months Ended April 30, | ||||||||||||
2015 | 2014 | |||||||||||
(In thousands) | ||||||||||||
Balance, January 31 | $ | 13,382 | $ | 32,810 | ||||||||
Net loss | (26,661 | ) | (16,131 | ) | ||||||||
Unrealized gain for cash flow hedge positions, net of reclassification adjustments and net of zero tax | 429 | 123 | ||||||||||
Foreign currency translation adjustment | 2,695 | (2,462 | ) | |||||||||
Stock-based compensation expense | 3,056 | 2,938 | ||||||||||
Exercises of stock options | — | 40 | ||||||||||
Repurchase of common stock in connection with tax liabilities upon settlement of stock awards | (81 | ) | (386 | ) | ||||||||
Balance, April 30 | $ | (7,180 | ) | $ | 16,932 | |||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of Accumulated Other Comprehensive Income (“AOCI”), net of zero tax, were as follows (in thousands, unaudited): | |||||||||||
Foreign Currency Translation Adjustments | Unrealized Gains on Cash Flow Hedges | Total | ||||||||||
Balance as of January 31, 2015 | $ | 30,939 | $ | (117 | ) | $ | 30,822 | |||||
Other comprehensive income before reclassifications | 2,695 | 322 | 3,017 | |||||||||
Amounts reclassified from AOCI | — | 107 | 107 | |||||||||
Other comprehensive income | 2,695 | 429 | 3,124 | |||||||||
Balance as of April 30, 2015 | $ | 33,634 | $ | 312 | $ | 33,946 | ||||||
Foreign Currency Translation Adjustments | Unrealized Gains on Cash Flow Hedges | Total | ||||||||||
Balance as of January 31, 2014 | $ | 23,274 | $ | 58 | $ | 23,332 | ||||||
Other comprehensive (loss) income before reclassifications | (2,462 | ) | 251 | (2,211 | ) | |||||||
Amounts reclassified from AOCI | — | (128 | ) | (128 | ) | |||||||
Other comprehensive (loss) income | (2,462 | ) | 123 | (2,339 | ) | |||||||
Balance as of April 30, 2014 | $ | 20,812 | $ | 181 | $ | 20,993 | ||||||
The amounts of unrealized losses (gains) on cash flow hedges reclassified out of accumulated other comprehensive income (loss) into the condensed consolidated condensed statements of operations, with presentation location, were as follows: | ||||||||||||
Three Months Ended April 30, | ||||||||||||
2015 | 2014 | |||||||||||
(In thousands) | ||||||||||||
Cost of revenue | $ | 47 | $ | (62 | ) | |||||||
Research and development, net | 20 | (19 | ) | |||||||||
Selling, general and administrative | 40 | (47 | ) | |||||||||
Total | $ | 107 | $ | (128 | ) | |||||||
Loss_per_Share_Tables
Loss per Share (Tables) | 3 Months Ended | |||||||
Apr. 30, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | The calculation of loss per share is as follows: | |||||||
Three Months Ended April 30, | ||||||||
2015 | 2014 | |||||||
(In thousands, except per share data) | ||||||||
Numerator: | ||||||||
Net loss attributable to continuing operations | $ | (39,980 | ) | $ | (22,095 | ) | ||
Net earnings attributable to discontinued operations | 13,319 | 5,964 | ||||||
Denominator: | ||||||||
Basic & diluted weighted average common shares outstanding | 21,865 | 22,294 | ||||||
(Loss) earnings per share basic and diluted: | ||||||||
Loss per share from continuing operations | $ | (1.83 | ) | $ | (0.99 | ) | ||
Earnings per share from discontinued operations | 0.61 | 0.27 | ||||||
Basic and diluted loss per share | $ | (1.22 | ) | $ | (0.72 | ) |
Organization_Business_and_Summ2
Organization, Business and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Share data in Millions, except Per Share data, unless otherwise specified | Aug. 01, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Jan. 31, 2015 | Feb. 04, 2013 | Apr. 29, 2015 | Jun. 14, 2015 | Apr. 14, 2015 | Oct. 31, 2012 |
employee | |||||||||
Distribution to shareholders of Comverse's common shares (percent) | 100.00% | ||||||||
Proceeds From Return of Escrow | $25,000,000 | ||||||||
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds | 2,700,000 | ||||||||
Noncash or Part Noncash Acquisition, Debt Assumed | 1,400,000 | ||||||||
Number of Employees Expected to be Rehired | 570 | ||||||||
Contractual Obligation | 211,000,000 | ||||||||
Loss Contract Reserves, Expense During Period | 100,000 | 1,500,000 | |||||||
Indemnification Agreement [Member] | |||||||||
Cash Placed in Escrow for Indemnification Claims | 25,000,000 | ||||||||
Loss Contingency Accrual | 3,700,000 | 4,000,000 | |||||||
Proceeds from Contributions from Parent | 21,000,000 | ||||||||
BSS | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | 272,000,000 | ||||||||
Disposal Group, Including Discontinued Operations, Indemnification and Adjustment Escrow | 26,000,000 | ||||||||
Disposal Group, Including Discontinued Operations, Indemnification Period | 12 months | ||||||||
Disposal Group, Including Discontinued Operations, Transitional Agreement Period | 12 months | ||||||||
Subsequent Event [Member] | Acision Global Limited [Member] | |||||||||
Payments to Acquire Businesses, Gross | 135,000,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3.13 | ||||||||
Business Acquisition, Share Price | $0.01 | ||||||||
Line of Credit [Member] | Acision Credit Agreement [Member] | Subsequent Event [Member] | Acision Global Limited [Member] | |||||||||
Debt Instrument, Face Amount | $157,000,000 |
Expense_Allocations_and_Share_1
Expense Allocations and Share Distribution Agreements (Narrative) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 04, 2013 |
Loss Contingencies [Line Items] | ||
Proceeds From Return of Escrow | $25 | |
Share Distribution | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Range of Possible Loss, Maximum | 25 | |
Indemnification Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Cash Placed in Escrow for Indemnification Claims | $25 |
Inventories_Details
Inventories (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $8,153 | $10,455 |
Work in process | 9,397 | 7,362 |
Inventories | $17,550 | $17,817 |
Goodwill_Changes_In_Carrying_A
Goodwill (Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Jan. 31, 2015 |
Goodwill [Roll Forward] | ||
Goodwill, gross, at beginning of period | $313,277 | |
Accumulated impairment losses, at beginning of period | -162,060 | |
Goodwill, net | 67,585 | 151,217 |
BSS Business Goodwill reclassified to available for sale | -83,699 | |
Effect of changes in foreign currencies and other | 67 | |
Goodwill, gross, at end of period | 224,040 | |
Accumulated impairment losses, at end of period | ($156,455) |
Intangible_Assets_Net_Details
Intangible Assets, Net (Details) (USD $) | 3 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Jan. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $1,822,000 | $138,732,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 261,000 | 134,683,000 | |
Intangible assets, net | 1,561,000 | 4,049,000 | |
Amortization of intangible assets | 100,000 | ||
Impairment of finite-lived intangible assets | 0 | 0 | |
Technology-Based Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 1,822,000 | 99,833,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 261,000 | 98,175,000 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 0 | 35,499,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 33,108,000 | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 0 | 3,400,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $0 | $3,400,000 |
Intangible_Assets_Net_Estimate
Intangible Assets, Net Estimated future amortization expense (Details) (USD $) | Apr. 30, 2015 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $264 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 316 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 316 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 316 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 349 |
Finite-Lived Intangible Assets, Net | $1,561 |
Intangible_Assets_Net_narrativ
Intangible Assets, Net (narrative) (details) (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Apr. 30, 2015 |
Amortization of Intangible Assets | $0.10 |
Restructuring_Narrative_Detail
Restructuring (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | Jan. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Charges | $4,346,000 | $2,820,000 | |
Payments for severance-related costs | -2,562,000 | -2,907,000 | |
Property, Plant and Equipment Impairment or Disposal Disclosure | 1.5 | ||
2015 Initiative | Severance Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Expected Cost | 15,000,000 | ||
Restructuring Charges | 4,097,000 | ||
Payments for severance-related costs | -508,000 | ||
2015 Initiative | Facilities Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Charges | 161,000 | ||
Payments for severance-related costs | -130,000 | ||
2014 Initiative | Severance Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Charges | 23,000 | 2,751,000 | 13,000,000 |
Payments for severance-related costs | -1,217,000 | -1,657,000 | |
2014 Initiative | Facilities Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Charges | 40,000 | 2,400,000 | |
Payments for severance-related costs | -374,000 | ||
Fourth Quarter 2012 Initiative | Severance Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Charges | 38,000 | ||
Payments for severance-related costs | -892,000 | ||
Fourth Quarter 2012 Initiative | Facilities Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Charges | 19,000 | 25,000 | |
Payments for severance-related costs | ($284,000) | ($307,000) |
Restructuring_Schedule_of_Rest
Restructuring (Schedule of Restructuring and Related Costs) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 | Jan. 31, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | $7,766 | $7,245 | $7,245 | |
Restructuring charges | 4,346 | 2,820 | ||
Change in assumptions | 371 | 77 | ||
Translation adjustments | -1 | 0 | [1] | |
Payments for severance-related costs | -2,562 | -2,907 | ||
Restructuring reserve, end of period | 9,178 | 7,081 | ||
Restructuring expenses | 3,408 | 1,872 | ||
2015 Initiative | Severance Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 0 | |||
Restructuring charges | 4,097 | |||
Change in assumptions | 0 | |||
Translation adjustments | -1 | |||
Payments for severance-related costs | -508 | |||
Restructuring reserve, end of period | 3,588 | |||
2015 Initiative | Facilities Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 0 | |||
Restructuring charges | 161 | |||
Change in assumptions | 0 | |||
Translation adjustments | 0 | |||
Payments for severance-related costs | -130 | |||
Restructuring reserve, end of period | 31 | |||
2014 Initiative | Severance Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 2,843 | 0 | 0 | |
Restructuring charges | 23 | 2,751 | 13,000 | |
Change in assumptions | 482 | 0 | ||
Translation adjustments | 0 | 0 | ||
Payments for severance-related costs | -1,217 | -1,657 | ||
Restructuring reserve, end of period | 1,167 | 1,094 | 2,843 | |
2014 Initiative | Facilities Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 1,837 | |||
Restructuring charges | 40 | 2,400 | ||
Change in assumptions | -93 | |||
Translation adjustments | 0 | |||
Payments for severance-related costs | -374 | |||
Restructuring reserve, end of period | 1,596 | 1,837 | ||
Fourth Quarter 2012 Initiative | Severance Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 1,062 | 1,062 | ||
Restructuring charges | 38 | |||
Change in assumptions | 18 | |||
Translation adjustments | 0 | [1] | ||
Payments for severance-related costs | -892 | |||
Restructuring reserve, end of period | 190 | |||
Fourth Quarter 2012 Initiative | Facilities Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 2,872 | 5,728 | 5,728 | |
Restructuring charges | 19 | 25 | ||
Change in assumptions | -18 | 59 | ||
Translation adjustments | 0 | 0 | [1] | |
Payments for severance-related costs | -284 | -307 | ||
Restructuring reserve, end of period | 2,625 | 5,387 | ||
Third Quarter 2010 Initiative | Facilities Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 214 | 390 | 390 | |
Restructuring charges | 6 | 6 | ||
Change in assumptions | 0 | 0 | ||
Translation adjustments | 0 | 0 | [1] | |
Payments for severance-related costs | -49 | -49 | ||
Restructuring reserve, end of period | 171 | 347 | ||
Netcentrex 2010 and 2011 Initiative | Severance Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 50 | 50 | ||
Restructuring charges | 0 | |||
Change in assumptions | 0 | |||
Translation adjustments | 0 | [1] | ||
Payments for severance-related costs | -2 | |||
Restructuring reserve, end of period | 48 | |||
Netcentrex 2010 and 2011 Initiative | Facilities Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning of period | 15 | 15 | ||
Restructuring charges | 0 | |||
Change in assumptions | 0 | |||
Translation adjustments | 0 | [1] | ||
Payments for severance-related costs | 0 | |||
Restructuring reserve, end of period | 15 | |||
BSS | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring expenses | $567 | $871 | ||
[1] | (1) Includes restructuring expense associated with BSS employees of $0.9 million for the three months ended April 30, 2014. |
Other_Assets_Details
Other Assets (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | ||
Other Commitments [Line Items] | ||||
Amount Deposited Into Insurance Policies For Funding Severance Liability | $11,614,000 | [1] | $25,759,000 | [1] |
Deposits Assets | 2,448,000 | 2,776,000 | ||
Other | 1,303,000 | [2] | 1,904,000 | [2] |
Other assets | 15,365,000 | 30,439,000 | ||
Cost Method Investments | 1,200,000 | 1,200,000 | ||
Scenario, Adjustment [Member] | Other Current Assets [Member] | ||||
Other Commitments [Line Items] | ||||
Amount Deposited Into Insurance Policies For Funding Severance Liability | $11,900,000 | [1] | ||
[1] | Represents deposits into insurance policies to fund severance liability of the Company's Israeli employees (see Note 12, Other Long-Term Liabilities). | |||
[2] | Includes a $1.2 million cost-method investment in a subsidiary of a significant customer at each of AprilB 30, 2015 and JanuaryB 31, 2015. |
Debt_Details
Debt (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 01, 2014 | Apr. 30, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Noncash or Part Noncash Acquisition, Debt Assumed | $1,400,000 | |||
Comverse Ltd. | ||||
Debt Instrument [Line Items] | ||||
Amount available line of credit for various performance guarantees | 25,000,000 | |||
Credit facility used for guarantees and foreign currency transactions | 15,300,000 | 19,500,000 | ||
Spain Government-sponsored Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount available line of credit for various performance guarantees | 25,000,000 | |||
Comverse Ltd - Lines Of Credit | Comverse Ltd. | ||||
Debt Instrument [Line Items] | ||||
Credit facility used for guarantees and foreign currency transactions | 6,500,000 | 6,800,000 | ||
Additional line of credit | 10,000,000 | 10,000,000 | ||
Long-term Line of Credit | $0 |
Debt_Debt_Schedule_Details
Debt Debt Schedule (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $1,124 | $1,130 |
Less: current portion | 132 | 132 |
Long-term debt | 992 | 998 |
3.98% note due 2017 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 215 | 216 |
Debt Instrument, Interest Rate, Stated Percentage | 3.98% | |
0.53% note due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 310 | 312 |
Debt Instrument, Interest Rate, Stated Percentage | 0.53% | |
2.48% notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 118 | 118 |
Debt Instrument, Interest Rate, Stated Percentage | 2.48% | |
3.95% note due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 84 | 84 |
Debt Instrument, Interest Rate, Stated Percentage | 3.95% | |
0% note due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $397 | $400 |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Debt_Debt_Maturity_Details
Debt Debt Maturity (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2016 (remainder of fiscal year) | $132 | |
2017 | 257 | |
2018 | 260 | |
2019 | 247 | |
2020 and thereafter | 228 | |
Long-term Debt | $1,124 | $1,130 |
Derivatives_And_Financial_Inst1
Derivatives And Financial Instruments (Schedule Of Derivative Positions And Respective Fair Values) (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | $312 | |
Derivative Liability, Fair Value, Gross Liability | 117 | |
Derivatives Designated As Hedging Instruments | Foreign Exchange Forward [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, notional amount | 25,362 | |
Derivatives Designated As Hedging Instruments | Short Term Foreign Currency Forward [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Notional Amount | 31,123 | |
Prepaid expenses and other current assets | Derivatives Designated As Hedging Instruments | Foreign Exchange Forward [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets, fair value | 312 | |
Other Current Liabilities [Member] | Derivatives Designated As Hedging Instruments | Short Term Foreign Currency Forward [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $117 |
Derivatives_And_Financial_Inst2
Derivatives And Financial Instruments (Schedule Of Classification Of Gains And Losses On Derivative Instruments) (Details) (USD $) | 3 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Derivatives, Fair Value [Line Items] | ||
Recognized in Other Comprehensive Income (Loss) | $322,000 | $251,000 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | -107,000 | |
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 128,000 | |
Derivative, Gain (Loss) on Derivative, Net | 0 | 0 |
Derivatives Designated As Hedging Instruments | Foreign Exchange Forward [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Recognized in Other Comprehensive Income (Loss) | 322,000 | 251,000 |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | -107,000 | |
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | 128,000 | |
Derivative, Gain (Loss) on Derivative, Net | 0 | 0 |
Gain (Loss) from Ineffectiveness | $0 | $0 |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule Of Financial Instruments) (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | ||
In Thousands, unless otherwise specified | ||||
Financial Assets: | ||||
Financial assets | $15,713 | $20,401 | ||
Derivative assets | 312 | |||
Embedded Derivatives | 117 | |||
Financial Liabilities: | 117 | |||
Money Market Funds [Member] | ||||
Financial Assets: | ||||
Financial assets | 15,401 | [1] | 20,401 | [1] |
Quoted Prices to Active Markets For Identical Instruments (Level 1) | ||||
Financial Assets: | ||||
Financial assets | 15,401 | 20,401 | ||
Derivative assets | 0 | |||
Embedded Derivatives | 0 | |||
Financial Liabilities: | 0 | |||
Quoted Prices to Active Markets For Identical Instruments (Level 1) | Money Market Funds [Member] | ||||
Financial Assets: | ||||
Financial assets | 15,401 | [1] | 20,401 | [1] |
Significant Other Observable Inputs (Level 2) | ||||
Financial Assets: | ||||
Financial assets | 312 | 0 | ||
Derivative assets | 312 | |||
Embedded Derivatives | 117 | |||
Financial Liabilities: | 117 | |||
Significant Other Observable Inputs (Level 2) | Money Market Funds [Member] | ||||
Financial Assets: | ||||
Financial assets | 0 | [1] | 0 | [1] |
Significant Unobservable Inputs (Level 3) | ||||
Financial Assets: | ||||
Financial assets | 0 | 0 | ||
Derivative assets | 0 | |||
Embedded Derivatives | 0 | |||
Financial Liabilities: | 0 | |||
Significant Unobservable Inputs (Level 3) | Money Market Funds [Member] | ||||
Financial Assets: | ||||
Financial assets | $0 | [1] | $0 | [1] |
[1] | oney market funds are classified in bCash and cash equivalentsb within the condensed consolidated balance sheets. |
Other_LongTerm_Liabilities_Nar
Other Long-Term Liabilities (Narrative) (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 | ||
In Thousands, unless otherwise specified | ||||
Other Commitments [Line Items] | ||||
Liability for severance pay | $17,235 | $36,166 | ||
Amount Deposited Into Insurance Policies For Funding Severance Liability | 11,614 | [1] | 25,759 | [1] |
Accounts Payable and Accrued Liabilities [Member] | Scenario, Adjustment [Member] | ||||
Other Commitments [Line Items] | ||||
Liability for severance pay | $15,600 | |||
[1] | Represents deposits into insurance policies to fund severance liability of the Company's Israeli employees (see Note 12, Other Long-Term Liabilities). |
Other_LongTerm_Liabilities_Oth
Other Long-Term Liabilities Other Long-Term Liabilities (Schedule of Other Long-Term Liabilities) (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Liability for severance pay | $17,235 | $36,166 |
Tax contingencies | 85,803 | 85,782 |
Long-term debt | 992 | 998 |
Liabilities, Other than Long-term Debt, Noncurrent | 10,509 | 12,510 |
Total | $114,539 | $135,456 |
Other_LongTerm_Liabilities_Oth1
Other Long-Term Liabilities Other Long Term Liabilities (Schedule of Severance Pay Expenses) (Details) (Israeli Subsidiaries [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Israeli Subsidiaries [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Increase due to passage of time | $754 | $1,034 |
Increase due to salary increase | 126 | 227 |
Reversal due to voluntary termination of employee | -105 | -147 |
Loss (gain) from change in fund value | -23 | 25 |
Total operating expense due to Israeli Severance Law | $752 | $1,139 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Oct. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $3,056,000 | 2,938,000 | |
Outstanding stock options | 1,048,211 | ||
Proceeds from exercises of stock options | 0 | 40,000 | |
Comverse, Inc. 2012 Stock Incentive Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future grants | 1,202,768 | 2,500,000 | |
Shares issued upon exercise of stock options under Plan | 1,365 | ||
Unrecognized compensation expense for nonvested awards | 3,700,000 | ||
Shares of common stock available to purchase related to unvested stock options | 669,151 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $9.19 | ||
Expected term of unvested stock options | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 6,100,000 | ||
Weighted average recognition period for unvested common stock | 1 year 9 months 11 days | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 2,369,000 | 2,475,000 | |
Restricted Awards outstanding (shares) | 470,577 | ||
Restricted Stock Units | Comverse, Inc. 2012 Stock Incentive Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of vested awards | 2,200,000 | 6,100,000 | |
Unrecognized compensation expense for nonvested awards | 7,000,000 | ||
Weighted average recognition period for unvested restricted awards | 1 year 9 months 11 days | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 687,000 | 463,000 | |
BSS | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 679,000 | 785,000 | |
BSS | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 631,000 | 755,000 | |
BSS | Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $48,000 | 30,000 |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule Of Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $3,056 | $2,938 |
Restricted Stock Units (RSUs) [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,369 | 2,475 |
Restricted Stock Units (RSUs) [Member] | Service Costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 762 | 929 |
Restricted Stock Units (RSUs) [Member] | Research and Development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 216 | 318 |
Restricted Stock Units (RSUs) [Member] | Selling, General and Administrative Expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,391 | 1,228 |
Employee Stock Option [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 687 | 463 |
Employee Stock Option [Member] | Service Costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 21 | 41 |
Employee Stock Option [Member] | Research and Development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 49 | 39 |
Employee Stock Option [Member] | Selling, General and Administrative Expenses | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $617 | $383 |
DISCOUNTINUED_OPERATIONS_Incom
DISCOUNTINUED OPERATIONS Income Statement (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Product revenue | $10,107 | $17,010 |
Service revenue | 35,598 | 48,072 |
Total revenue | 45,705 | 65,082 |
Product costs | 12,953 | 9,895 |
Service costs | 30,804 | 40,990 |
Research and development, net | 8,280 | 8,359 |
Selling, general and administrative | 19,873 | 25,560 |
Restructuring expenses | 3,408 | 1,872 |
Other Cost and Expense, Operating | 3,408 | 1,872 |
Total costs and expenses | 75,318 | 86,676 |
Loss from operations | -29,613 | -21,594 |
Income tax expense | -4,787 | -2,460 |
Income from discontinued operations | 13,319 | 5,964 |
BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Product revenue | 9,473 | 10,346 |
Service revenue | 39,115 | 43,703 |
Total revenue | 48,588 | 54,049 |
Product costs | 5,833 | 4,910 |
Service costs | 22,676 | 24,669 |
Research and development, net | 4,150 | 7,173 |
Selling, general and administrative | 7,154 | 8,584 |
Restructuring expenses | 567 | 871 |
Other Cost and Expense, Operating | 567 | 871 |
Total costs and expenses | 40,380 | 46,207 |
Loss from operations | 8,208 | 7,842 |
Income tax expense | 5,111 | -1,878 |
Income from discontinued operations | $13,319 | $5,964 |
DISCOUNTINUED_OPERATIONS_Balan
DISCOUNTINUED OPERATIONS Balance Sheet (Details) (USD $) | Apr. 30, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts Receivable, Net, Current | $33,914 | $71,670 |
Deferred cost of revenue | 3,481 | 7,059 |
Other current assets | 13,758 | 10,570 |
Assets, Current | 422,631 | 329,976 |
Property and equipment, net | 39,825 | 49,230 |
Goodwill | 67,585 | 151,217 |
Intangible assets, net | 1,561 | 4,049 |
Deferred cost of revenue | 20,305 | 30,437 |
Other assets | 15,365 | 30,439 |
Assets | 577,861 | 606,352 |
Accounts Payable and Accrued Liabilities, Current | 106,074 | 121,720 |
Deferred revenue | 116,738 | 185,323 |
Liabilities, Current | 362,739 | 310,700 |
Deferred revenue | 56,729 | 89,999 |
Other long-term liabilities | 114,539 | 135,456 |
Liabilities | 585,041 | 592,970 |
BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts Receivable, Net, Current | 38,315 | |
Deferred cost of revenue | 4,042 | |
Other current assets | 8,345 | |
Assets, Current | 50,702 | |
Property and equipment, net | 8,794 | |
Goodwill | 83,797 | |
Intangible assets, net | 1,700 | |
Deferred cost of revenue | 7,114 | |
Other assets | 2,722 | |
Assets | 154,829 | |
Accounts Payable and Accrued Liabilities, Current | 28,725 | |
Deferred revenue | 73,334 | |
Liabilities, Current | 102,059 | |
Deferred revenue | 27,738 | |
Other long-term liabilities | 3,549 | |
Liabilities | 133,346 | |
Allowance for Doubtful Accounts Receivable | $653 |
DISCOUNTINUED_OPERATIONS_Stock
DISCOUNTINUED OPERATIONS Stock Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | $3,056 | $2,938 |
BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 679 | 785 |
Employee Stock Option [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 687 | 463 |
Employee Stock Option [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 48 | 30 |
Restricted Stock Units (RSUs) [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 2,369 | 2,475 |
Restricted Stock Units (RSUs) [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 631 | 755 |
Service Costs | Employee Stock Option [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 21 | 41 |
Service Costs | Employee Stock Option [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 5 | 1 |
Service Costs | Restricted Stock Units (RSUs) [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 762 | 929 |
Service Costs | Restricted Stock Units (RSUs) [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 376 | 419 |
Research and Development | Employee Stock Option [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 49 | 39 |
Research and Development | Employee Stock Option [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 0 | 4 |
Research and Development | Restricted Stock Units (RSUs) [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 216 | 318 |
Research and Development | Restricted Stock Units (RSUs) [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 49 | 149 |
Selling, General and Administrative Expenses | Employee Stock Option [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 617 | 383 |
Selling, General and Administrative Expenses | Employee Stock Option [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 43 | 25 |
Selling, General and Administrative Expenses | Restricted Stock Units (RSUs) [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | 1,391 | 1,228 |
Selling, General and Administrative Expenses | Restricted Stock Units (RSUs) [Member] | BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock-based compensation expense | $206 | $187 |
DISCOUNTINUED_OPERATIONS_Narra
DISCOUNTINUED OPERATIONS Narrative (Details) (BSS, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Apr. 29, 2015 | Apr. 29, 2015 |
BSS | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Consideration | $272 | $272 |
Disposal Group, Including Discontinued Operations, Indemnification and Adjustment Escrow | 26 | 26 |
Disposal Group, Including Discontinued Operations, Indemnification Period | 12 months | |
Disposal Group, Including Discontinued Operations, Transitional Agreement Period | 12 months | |
Disposal Group, Including Discontinued Operations, Disposal Commission Liability | $4 | $4 |
Stockholders_Equity_and_Accumu2
Stockholders Equity and Accumulated Other Comprehensive Income (Components of Equity Attributable to Comverse, Inc.'s Stockholders and Noncontrolling Interest) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance, January 31 | $13,382 | $32,810 |
Net loss | -26,661 | -16,131 |
Unrealized gain for cash flow hedge positions, net of reclassification adjustments and net of zero tax | 429 | 123 |
Foreign currency translation adjustments | 2,695 | -2,462 |
Stock-based compensation expense | 3,056 | 2,938 |
Exercises of stock options | 0 | 40 |
Payment for repurchase of common stock in connection with tax liabilities upon settlement of stock awards | -81 | -386 |
Balance, April 30 | ($7,180) | $16,932 |
Stockholders_Equity_and_Accumu3
Stockholders Equity and Accumulated Other Comprehensive Income (Narrative) (Details) (USD $) | 0 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Feb. 04, 2013 | Apr. 30, 2015 | Apr. 29, 2015 |
Indemnification Agreement [Member] | |||
Class of Stock [Line Items] | |||
Cash Placed in Escrow for Indemnification Claims | $25 | ||
Loss Contingency Accrual | 4 | 3.7 | |
Proceeds from Contributions from Parent | $21 | ||
Net Operating Loss Rights Agreement [Member] | |||
Class of Stock [Line Items] | |||
Stockholders, Ownership Percentage Threshold per the Net Operating Loss Rights Agreement | 4.90% | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $100 |
Stockholders_Equity_and_Accumu4
Stockholders Equity and Accumulated Other Comprehensive Income Accumulated other comprehensive income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance as of beginning of period | $30,822 | $23,332 |
Other comprehensive (loss) income before reclassifications | 3,017 | -2,211 |
Amounts reclassified from AOCI | -107 | 128 |
Other comprehensive (loss) income | 3,124 | -2,339 |
Balance as of end of period | 33,946 | 20,993 |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance as of beginning of period | 30,939 | 23,274 |
Other comprehensive (loss) income before reclassifications | 2,695 | -2,462 |
Amounts reclassified from AOCI | 0 | 0 |
Other comprehensive (loss) income | 2,695 | -2,462 |
Balance as of end of period | 33,634 | 20,812 |
Unrealized Gains on Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance as of beginning of period | -117 | 58 |
Other comprehensive (loss) income before reclassifications | 322 | 251 |
Amounts reclassified from AOCI | 107 | -128 |
Other comprehensive (loss) income | 429 | 123 |
Balance as of end of period | $312 | $181 |
Stockholders_Equity_and_Accumu5
Stockholders Equity and Accumulated Other Comprehensive Income Schedule of Restructuring and related costs (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2015 | Apr. 30, 2014 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Selling, general and administrative | $19,873 | $25,560 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Cost of revenue | 47 | -62 |
Research and development, net | 20 | -19 |
Selling, general and administrative | 40 | -47 |
Net income (loss) | $107 | ($128) |
Loss_per_Share_Details
Loss per Share (Details) (USD $) | 3 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to continuing operations | ($39,980,000) | ($22,095,000) |
Income from discontinued operations | 13,319,000 | 5,964,000 |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 21,865,326 | 22,293,980 |
Continuing operations | ($1.83) | ($0.99) |
Discontinued operations | $0.61 | $0.27 |
Earnings Per Share, Basic and Diluted | ($1.22) | ($0.72) |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $100,000 | $300,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Income tax provision | $4,787,000 | $2,460,000 |
Effective tax rate (percent) | -13.60% | -12.50% |
Unrecognized tax benefits, if recognized would impact effective tax rate | 85,800,000 | |
Amount unrecognized tax benefits could decrease in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation | 36,000,000 | |
Accrued interest and penalties | 39,400,000 | |
Foreign Tax Authority [Member] | ||
Alternative Tax Benefit, Percentage | 16.00% | |
Ordinary Capital Investments Tax, Percentage | 26.50% | |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $48,500,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jul. 13, 2012 | Mar. 26, 2009 | Mar. 16, 2009 | Mar. 31, 2009 | Apr. 30, 2015 | Aug. 02, 2012 | Apr. 29, 2015 | Apr. 14, 2015 | Feb. 04, 2013 | Jan. 31, 2012 |
litigation_case | litigation_case | litigation_case | employee | ||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Proceeds From Return of Escrow | $25 | ||||||||||
Number of Employees Expected to be Rehired | 570 | ||||||||||
Contractual Obligation | 211 | ||||||||||
Commitments And Contingencies, Tax And Labor Contingencies, Reserved | 0.1 | ||||||||||
Commitments And Contingencies, Tax And Labor Contingencies, Unreserved | 7.6 | ||||||||||
Security Deposit | 5.4 | ||||||||||
Israeli Optionholder Class Actions | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Loss Contingency, New Claims Filed, Number | 2 | 2 | 4 | ||||||||
Loss Contingency, Damages Sought, Value | 150 | 3.3 | |||||||||
Indemnification Agreement [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Cash Placed in Escrow for Indemnification Claims | 25 | ||||||||||
Starhome Disposition | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Proceeds From Return of Escrow | 4.7 | ||||||||||
Proceeds from Divestiture of Businesses | 37.2 | ||||||||||
Proceeds Held in Escrow From Divestiture of Businesses | 10.5 | ||||||||||
First Portion of Proceeds Held in Escrow To Be Released From Divestiture of Businesses | 5.5 | ||||||||||
Proceeds Withheld in Escrow at Closing From Divestiture of Businesses | 4.9 | ||||||||||
Discontinued Operation, Agreed Upon Payments to Shareholders, Maximum | 4.5 | ||||||||||
Discontinued Operations, Indemnification Claims, Threshold | 1 | ||||||||||
Starhome Disposition | Starhome B V [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
CTI Ownership Interest in Starhome | 66.50% | ||||||||||
Proceeds from Divestiture of Businesses | 81.3 | ||||||||||
BSS | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | 272 | ||||||||||
Disposal Group, Including Discontinued Operations, Indemnification and Adjustment Escrow | 26 | ||||||||||
Disposal Group, Including Discontinued Operations, Indemnification Period | 12 months | ||||||||||
Purchase Commitment [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Recorded Unconditional Purchase Obligation Due in Second Year | 40 | ||||||||||
Recorded Unconditional Purchase Obligation Due in Third Year | 39 | ||||||||||
Recorded Unconditional Purchase Obligation Due in Fourth Year | 36 | ||||||||||
Recorded Unconditional Purchase Obligation Due in Fifth Year | 32 | ||||||||||
Recorded Unconditional Purchase Obligation, Due in Rolling after Year Five | 29 | ||||||||||
Recorded Unconditional Purchase Obligation, Due in Seventh Year | 12 | ||||||||||
Recorded Unconditional Purchase Obligation Due in Next Twelve Months | 23 | ||||||||||
Guarantee Obligations [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Bank guarantees to provide customer assurance | $29 | $24.50 |
Subsequent_Events_Details
Subsequent Events (Details) (Acision Global Limited [Member], Subsequent Event [Member], USD $) | 0 Months Ended | |
Jun. 14, 2015 | Jun. 14, 2015 | |
Subsequent Event [Line Items] | ||
Payments to Acquire Businesses, Gross | $135,000,000 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 3,000,000 | |
Business Acquisition, Share Price | $0.01 | $0.01 |
Business Combination, Contingent Consideration, Liability | 35,000,000 | 35,000,000 |
Business Combination, Cash Consideration to be Retained in Escrow | 10,000,000 | 10,000,000 |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Cash Consideration to be Retained in Escrow | 25,000,000 | 25,000,000 |
Line of Credit [Member] | Acision Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $157,000,000 | $157,000,000 |
Eurocurrency Rate [Member] | Line of Credit [Member] | Acision Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 9.75% | |
Base Rate [Member] | Line of Credit [Member] | Acision Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 8.75% |