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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 10-Q 
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended October 31, 2018
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                                to                                     .
 
Commission File No. 001-34807

https://cdn.kscope.io/92c267246ac7a5729eda5056ae249831-verintlogoa07.jpg
Verint Systems Inc.
(Exact Name of Registrant as Specified in its Charter) 
Delaware
 
11-3200514
(State or Other Jurisdiction of Incorporation or
Organization)
 
(I.R.S. Employer Identification No.)
 
 
 
175 Broadhollow Road, Melville, New York
 
11747
(Address of Principal Executive Offices)
 
(Zip Code)
 
(631) 962-9600
 
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o 
Smaller reporting company o
 
Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ
 
There were 65,271,648 shares of the registrant’s common stock outstanding on November 15, 2018.
 

Table of Contents


Verint Systems Inc. and Subsidiaries
Index to Form 10-Q
As of and For the Period Ended October 31, 2018
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i
Table of Contents

Cautionary Note on Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. Forward-looking statements may appear throughout this report, including without limitation, Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are often identified by future or conditional words such as “will”, “plans”, “expects”, “intends”, “believes”, “seeks”, “estimates”, or “anticipates”, or by variations of such words or by similar expressions. There can be no assurance that forward-looking statements will be achieved. By their very nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause our actual results or conditions to differ materially from those expressed or implied by such forward-looking statements. Important risks, uncertainties, assumptions, and other factors that could cause our actual results or conditions to differ materially from our forward-looking statements include, among others:
 
•
uncertainties regarding the impact of general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business;
•
risks associated with our ability to keep pace with technological changes, evolving industry standards, and customer challenges, such as the proliferation and strengthening of encryption, and the transition of portions of the software market to the cloud, to adapt to changing market potential from area to area within our markets, and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer needs, while simultaneously preserving our legacy businesses and migrating away from areas of commoditization;
•
risks due to aggressive competition in all of our markets, including with respect to maintaining margins and sufficient levels of investment in our business;
•
risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have;
•
risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments;
•
risks relating to our ability to effectively and efficiently enhance our existing operations and execute on our growth strategy and profitability goals, including managing investments in our business and operations, managing our cloud transition and our revenue mix, and enhancing and securing our internal and external operations;
•
risks associated with our ability to effectively and efficiently allocate limited financial and human resources to business, developmental, strategic, or other opportunities, and risk that such investments may not come to fruition or produce satisfactory returns;
•
risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators;
•
risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers (“OEMs”) for certain components, products, or services, including companies that may compete with us or work with our competitors;
•
risks associated with the mishandling or perceived mishandling of sensitive or confidential information and with security vulnerabilities or lapses, including information technology system breaches, failures, or disruptions;
•
risks that our products or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, may contain defects or may be vulnerable to cyber-attacks;
•
risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas;

ii
Table of Contents

•
risks associated with a significant amount of our business coming from domestic and foreign government customers, including the ability to maintain security clearances for applicable projects, and reputational risks associated with our security solutions;
•
risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate, including, among others, with respect to trade compliance, anti-corruption, information security, data privacy and protection, tax, labor, government contracts, and regulations related to our security solutions;
•
risks associated with our ability to retain and recruit qualified personnel in regions in which we operate, including in new markets and growth areas we may enter;
•
challenges associated with selling sophisticated solutions, including with respect to educating our customers on the benefits of our solutions or assisting them in realizing such benefits, and offering and maintaining a broad solution portfolio;
•
challenges associated with pursuing larger sales opportunities, including with respect to longer sales cycles, transaction reductions, deferrals, or cancellations during the sales cycle, risk of customer concentration, our ability to accurately forecast when a sales opportunity will convert to an order, or to forecast revenue and expenses, and increased volatility of our operating results from period to period;
•
risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property or claim infringement on their intellectual property rights;
•
risks that our customers or partners delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise;
•
risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all;
•
risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings;
•
risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. (“CTI”), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of the successor to CTI’s business operations, Mavenir Inc. (“Mavenir”), being unwilling or unable to provide us with certain indemnities to which we are entitled;
•
risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, and personnel and our ability to successfully implement and maintain enhancements to the foregoing and adequate systems and internal controls for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; and
•
risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits.
These risks, uncertainties, assumptions, and challenges, as well as other factors, are discussed in greater detail in “Risk Factors” under Item 1A of our Annual Report on Form 10-K for the year ended January 31, 2018. You are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this report. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If we were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that we would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.


iii
Table of Contents

Part I

Item 1.     Financial Statements



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



1
Table of Contents

VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
 
 
October 31,
 
January 31,
(in thousands, except share and per share data)

2018
 
2018
Assets

 


 

Current Assets:

 


 

Cash and cash equivalents

$
353,422


$
337,942

Restricted cash and cash equivalents, and restricted bank time deposits

32,457


33,303

Short-term investments
 
49,434

 
6,566

Accounts receivable, net of allowance for doubtful accounts of $2.9 million and $2.2 million, respectively

311,492


296,324

Contract assets
 
70,076

 
—

Inventories

21,737


19,871

Deferred cost of revenue

9,651


6,096

Prepaid expenses and other current assets

85,310


82,090

  Total current assets

933,579


782,192

Property and equipment, net

95,875


89,089

Goodwill

1,364,452


1,388,299

Intangible assets, net

192,186


226,093

Capitalized software development costs, net

11,557


9,228

Long-term deferred cost of revenue

4,283


2,804

Other assets

101,643


82,915

  Total assets

$
2,703,575


$
2,580,620








Liabilities and Stockholders' Equity

 


 

Current Liabilities:

 


 

Accounts payable

$
79,372


$
84,639

Accrued expenses and other current liabilities

181,452


224,765

Contract liabilities

306,240


196,107

  Total current liabilities

567,064


505,511

Long-term debt

775,342


768,484

Long-term contract liabilities

27,512


24,519

Other liabilities

120,158


149,770

  Total liabilities

1,490,076


1,448,284

Commitments and Contingencies






Stockholders' Equity:

 


 

Preferred stock - $0.001 par value; authorized 2,207,000 shares at October 31, 2018 and January 31, 2018, respectively; none issued.
 
—

 
—

Common stock - $0.001 par value; authorized 120,000,000 shares. Issued 66,937,000 and 65,497,000 shares; outstanding 65,272,000 and 63,836,000 shares at October 31, 2018 and January 31, 2018, respectively.

67


65

Additional paid-in capital

1,572,806


1,519,724

Treasury stock, at cost - 1,665,000 and 1,661,000 shares at October 31, 2018 and January 31, 2018, respectively.

(57,598
)

(57,425
)
Accumulated deficit

(161,580
)

(238,312
)
Accumulated other comprehensive loss

(154,148
)

(103,460
)
Total Verint Systems Inc. stockholders' equity

1,199,547


1,120,592

Noncontrolling interests

13,952


11,744

  Total stockholders' equity

1,213,499


1,132,336

  Total liabilities and stockholders' equity

$
2,703,575


$
2,580,620


See notes to condensed consolidated financial statements.

2
Table of Contents

VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 

 
 

 
 
 
 
Product
 
$
111,670

 
$
94,827

 
$
327,576

 
$
279,056

Service and support
 
192,313

 
185,899

 
571,941

 
537,442

  Total revenue
 
303,983

 
280,726

 
899,517

 
816,498

Cost of revenue:
 
 

 
 

 
 
 
 
Product
 
33,124

 
32,840

 
100,917

 
98,708

Service and support
 
72,182

 
69,383

 
218,842

 
205,928

Amortization of acquired technology
 
5,933

 
9,182

 
18,879

 
28,246

  Total cost of revenue
 
111,239

 
111,405

 
338,638

 
332,882

Gross profit
 
192,744

 
169,321

 
560,879

 
483,616

Operating expenses:
 
 

 
 

 
 
 
 
Research and development, net
 
51,587

 
47,157

 
155,993

 
141,911

Selling, general and administrative
 
99,902

 
97,304

 
311,482

 
302,605

Amortization of other acquired intangible assets
 
7,585

 
7,048

 
22,721

 
26,727

  Total operating expenses
 
159,074

 
151,509

 
490,196

 
471,243

Operating income
 
33,670

 
17,812

 
70,683

 
12,373

Other income (expense), net:
 
 

 
 

 
 
 
 
Interest income
 
1,319

 
654

 
3,246

 
1,793

Interest expense
 
(8,686
)
 
(8,891
)
 
(27,670
)
 
(26,997
)
Loss on early retirement of debt
 
—

 
—

 
—

 
(1,934
)
Other (expense) income, net
 
(489
)
 
(565
)
 
(2,194
)
 
2,529

  Total other expense, net
 
(7,856
)
 
(8,802
)
 
(26,618
)
 
(24,609
)
Income (loss) before provision for income taxes
 
25,814

 
9,010

 
44,065

 
(12,236
)
Provision for income taxes
 
5,601

 
5,944

 
2,153

 
9,504

Net income (loss)
 
20,213

 
3,066

 
41,912

 
(21,740
)
Net income attributable to noncontrolling interests
 
1,293

 
577

 
3,227

 
1,984

Net income (loss) attributable to Verint Systems Inc.
 
$
18,920

 
$
2,489

 
$
38,685

 
$
(23,724
)
 
 
 
 
 
 
 
 
 
Net income (loss) per common share attributable to Verint Systems Inc.:
 
 

 
 

 
 
 
 
Basic
 
$
0.29

 
$
0.04

 
$
0.60

 
$
(0.38
)
Diluted
 
$
0.29

 
$
0.04

 
$
0.59

 
$
(0.38
)
 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
65,122

 
63,759

 
64,690

 
63,152

Diluted
 
66,200

 
64,588

 
65,885

 
63,152

 
See notes to condensed consolidated financial statements.





3
Table of Contents

VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited) 
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
Net income (loss)
 
$
20,213

 
$
3,066

 
$
41,912

 
$
(21,740
)
Other comprehensive (loss) income, net of reclassification adjustments:
 
 

 
 

 
 
 
 
Foreign currency translation adjustments
 
(11,780
)
 
779

 
(45,509
)
 
21,883

Net (decrease) increase from foreign exchange contracts designated as hedges
 
(262
)
 
(829
)
 
(8,199
)
 
2,272

Net increase (decrease) from interest rate swap designated as a hedge
 
1,266

 
—

 
1,878

 
(1,021
)
Benefit (provision) for income taxes on net increase (decrease) from foreign exchange contracts and interest rate swap designated as hedges
 
27

 
29

 
823

 
(242
)
Other comprehensive (loss) income
 
(10,749
)
 
(21
)
 
(51,007
)
 
22,892

Comprehensive income (loss)
 
9,464

 
3,045

 
(9,095
)
 
1,152

Comprehensive income attributable to noncontrolling interests
 
1,144

 
688

 
2,908

 
2,383

Comprehensive income (loss) attributable to Verint Systems Inc.
 
$
8,320

 
$
2,357

 
$
(12,003
)
 
$
(1,231
)
 
See notes to condensed consolidated financial statements.

4

VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
 
 
Verint Systems Inc. Stockholders’ Equity
 
 
 
 
 
 
Common Stock
 
Additional Paid-in Capital
 
 
 
 
 
Accumulated Other Comprehensive Loss
 
Total Verint Systems Inc. Stockholders’ Equity
 
 
 
Total Stockholders’ Equity
(in thousands) 
 
Shares
 
Par
Value
 
 
Treasury
Stock
 
Accumulated
Deficit
 
 
 
Non-controlling
Interests
 
Balances at January 31, 2017
 
62,419

 
$
64

 
$
1,449,335

 
$
(57,147
)
 
$
(230,816
)
 
$
(154,856
)
 
$
1,006,580

 
$
8,460

 
$
1,015,040

Net (loss) income
 
—

 
—

 
—

 
—

 
(23,724
)
 
—

 
(23,724
)
 
1,984

 
(21,740
)
Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
22,493

 
22,493

 
399

 
22,892

Stock-based compensation - equity-classified awards
 
—

 
—

 
43,182

 
—

 
—

 
—

 
43,182

 
—

 
43,182

Common stock issued for stock awards and stock bonuses
 
1,369

 
1

 
12,975

 
—

 
—

 
—

 
12,976

 
—

 
12,976

Treasury stock acquired
 
(7
)
 
—

 
—

 
(278
)
 
—

 
—

 
(278
)
 
—

 
(278
)
Initial noncontrolling interest related to business combination
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
2,300

 
2,300

Capital contributions by noncontrolling interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
580

 
580

Dividends to noncontrolling interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(716
)
 
(716
)
Cumulative effect of adoption of ASU No. 2016-16
 
—

 
—

 
—

 
—

 
(869
)
 
—

 
(869
)
 
—

 
(869
)
Balances at October 31, 2017
 
63,781

 
$
65

 
$
1,505,492

 
$
(57,425
)
 
$
(255,409
)
 
$
(132,363
)
 
$
1,060,360


$
13,007

 
$
1,073,367

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at January 31, 2018
 
63,836

 
$
65

 
$
1,519,724

 
$
(57,425
)
 
$
(238,312
)
 
$
(103,460
)
 
$
1,120,592

 
$
11,744

 
$
1,132,336

Net income
 
—

 
—

 
—

 
—

 
38,685

 
—

 
38,685

 
3,227

 
41,912

Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
(50,688
)
 
(50,688
)
 
(319
)
 
(51,007
)
Stock-based compensation - equity-classified awards
 
—

 
—

 
44,199

 
—

 
—

 
—

 
44,199

 
—

 
44,199

Common stock issued for stock awards and stock bonuses
 
1,440

 
2

 
8,883

 
—

 
—

 
—

 
8,885

 
—

 
8,885

Treasury stock acquired
 
(4
)
 
—

 
—

 
(173
)
 
—

 
—

 
(173
)
 
—

 
(173
)
Capital contributions by noncontrolling interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
60

 
60

Dividends to noncontrolling interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(760
)
 
(760
)
Cumulative effect of adoption of ASU No. 2014-09
 
—

 
—

 
—

 
—

 
38,047

 
—

 
38,047

 
—

 
38,047

Balances at October 31, 2018
 
65,272

 
$
67

 
$
1,572,806

 
$
(57,598
)
 
$
(161,580
)
 
$
(154,148
)
 
$
1,199,547

 
$
13,952

 
$
1,213,499

 
See notes to condensed consolidated financial statements.

5
Table of Contents

VERINT SYSTEMS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
 
Nine Months Ended
October 31,
(in thousands) 
 
2018
 
2017
Cash flows from operating activities:
 
 

 
 

Net income (loss)
 
$
41,912

 
$
(21,740
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
66,231

 
79,879

Stock-based compensation, excluding cash-settled awards
 
50,509

 
50,397

Amortization of discount on convertible notes
 
8,829

 
8,377

Non-cash gains on derivative financial instruments, net
 
(3,760
)
 
(292
)
Loss on early retirement of debt
 
—

 
1,934

Other non-cash items, net
 
(1,972
)
 
307

Changes in operating assets and liabilities, net of effects of business combinations:
 
 

 
 

Accounts receivable
 
35,879

 
(15,824
)
Contract assets
 
(999
)
 
—

Inventories
 
(4,404
)
 
(2,232
)
Deferred cost of revenue
 
2,184

 
1,503

Prepaid expenses and other assets
 
(8,443
)
 
(12,947
)
Accounts payable and accrued expenses
 
(17,841
)
 
13,145

Contract liabilities
 
(29,940
)
 
(14,129
)
Other, net
 
(6,535
)
 
7,796

Net cash provided by operating activities
 
131,650

 
96,174

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Cash paid for business combinations, including adjustments, net of cash acquired
 
(27,370
)
 
(28,071
)
Purchases of property and equipment
 
(22,933
)
 
(26,445
)
Purchases of investments
 
(53,868
)
 
(8,305
)
Maturities and sales of investments
 
10,620

 
5,244

Cash paid for capitalized software development costs
 
(4,767
)
 
(909
)
Change in restricted bank time deposits, and other investing activities, net
 
(21,128
)
 
(111
)
Net cash used in investing activities
 
(119,446
)
 
(58,597
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Proceeds from borrowings, net of original issuance discount
 
—

 
424,469

Repayments of borrowings and other financing obligations
 
(4,317
)
 
(410,536
)
Payments of debt-related costs
 
(206
)
 
(7,107
)
Purchases of treasury stock
 
(173
)
 
—

Dividends paid to noncontrolling interest
 
(760
)
 
(716
)
Payments of contingent consideration for business combinations (financing portion)
 
(10,681
)
 
(7,210
)
Other financing activities, net
 
(429
)
 
(320
)
Net cash used in financing activities
 
(16,566
)
 
(1,420
)
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents
 
(3,864
)
 
447

Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents
 
(8,226
)
 
36,604

Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period
 
398,210

 
369,329

Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period
 
$
389,984

 
$
405,933

 
 
 
 
 
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period to the condensed consolidated balance sheets:
 
 
 
 
Cash and cash equivalents
 
$
353,422

 
$
312,666

Restricted cash and cash equivalents included in restricted cash and cash equivalents, and restricted bank time deposits
 
32,212

 
62,664

Restricted cash and cash equivalents included in other assets
 
4,350

 
30,603

Total cash, cash equivalents, restricted cash, and restricted cash equivalents
 
$
389,984


$
405,933


See notes to condensed consolidated financial statements.

6
Table of Contents

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


1.
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Description of Business
 
Unless the context otherwise requires, the terms “Verint”, “we”, “us”, and “our” in these notes to condensed consolidated financial statements refer to Verint Systems Inc. and its consolidated subsidiaries.
 
Verint is a global leader in Actionable Intelligence solutions. Actionable Intelligence is a necessity in a dynamic world of massive information growth because it empowers organizations with crucial insights and enables decision makers to anticipate, respond, and take action. With Verint solutions and value-added services, organizations of all sizes and across many industries can make more informed, timely, and effective decisions. Today, over 10,000 organizations in more than 180 countries, including over 85 percent of the Fortune 100, use Verint solutions to optimize customer engagement and make the world a safer place.

Verint delivers its Actionable Intelligence solutions through two operating segments: Customer Engagement Solutions (“Customer Engagement”) and Cyber Intelligence Solutions (“Cyber Intelligence”). Please refer to Note 15, "Segment Information" for further details regarding our operating segments.

We have established leadership positions in Actionable Intelligence by developing highly-scalable, enterprise-class software and services with advanced, integrated analytics for both structured and unstructured information. Our innovative solutions are developed by a large research and development (“R&D”) team comprised of approximately 1,800 professionals and backed by close to 1,000 patents and patent applications worldwide.

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

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

Preparation of Condensed Consolidated Financial Statements

The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and on the same basis as the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2018 filed with the U.S. Securities and Exchange Commission (“SEC”), except for the recently adopted accounting pronouncements described below. The condensed consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the periods ended October 31, 2018 and 2017, and the condensed consolidated balance sheet as of October 31, 2018, are not audited but reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown. The condensed consolidated balance sheet as of January 31, 2018 is derived from the audited consolidated financial statements presented in our Annual Report on Form 10-K for the year ended January 31, 2018. Certain information and disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended January 31, 2018 filed with the SEC. The results for interim periods are not necessarily indicative of a full year’s results.

Principles of Consolidation
 
The accompanying condensed consolidated financial statements include the accounts of Verint Systems Inc., our wholly owned or otherwise controlled subsidiaries, and a joint venture in which we hold a 50% equity interest. The joint venture is a variable interest entity in which we are the primary beneficiary. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our condensed consolidated balance sheet, but separately from our stockholders’ equity.

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We hold an option to acquire the noncontrolling interests in two majority owned subsidiaries and we account for the option as an in-substance investment in the noncontrolling common stock of each such subsidiary. We include the fair value of the option within other liabilities and do not recognize noncontrolling interests in these subsidiaries.

We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.

Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment.
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no material changes in our significant accounting policies during the nine months ended October 31, 2018, other than the impacts of adopting the accounting pronouncements described below, as compared to the significant accounting policies described in Note 1, “Summary of Significant Accounting Policies” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2018.

Goodwill, Other Acquired Intangible Assets, and Long-Lived Assets

For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. Goodwill is assigned, at the acquisition date, to those reporting units expected to benefit from the synergies of the combination. 

We test goodwill for impairment at the reporting unit level, which can be an operating segment or one level below an operating segment, on an annual basis as of November 1, or more frequently if changes in facts and circumstances indicate that impairment in the value of goodwill may exist. As of October 31, 2018, our reporting units are Customer Engagement, Cyber Intelligence (excluding situational intelligence solutions), and Situational Intelligence, which is a component of our Cyber Intelligence operating segment.

In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we elect to bypass a qualitative assessment, or if our qualitative assessment indicates that goodwill impairment is more likely than not, we perform quantitative impairment testing. For quantitative impairment testing performed prior to February 1, 2018, we performed a two-step test by first comparing the carrying value of the reporting unit to its fair value. If the carrying value exceeded the fair value, a second step was performed to compute the goodwill impairment. Effective with our February 1, 2018 adoption of Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, if our quantitative testing determines that the carrying value of a reporting unit exceeds its fair value, goodwill impairment is recognized in an amount equal to that excess, limited to the total goodwill allocated to that reporting unit, eliminating the need for the second step.

We utilize some or all of three primary approaches to assess the fair value of a reporting unit: (a) an income-based approach, using projected discounted cash flows, (b) a market-based approach, using valuation multiples of comparable companies, and (c) a transaction-based approach, using valuation multiples for recent acquisitions of similar businesses made in the marketplace. Our estimate of fair value of each reporting unit is based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future growth rates, (c) estimates of our future cost structure, (d) discount rates for our estimated cash flows, (e) selection of peer group companies for the public company and the market transaction approaches, (f) required levels of working capital, (g) assumed terminal value, and (h) time horizon of cash flow forecasts.


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Acquired identifiable intangible assets include identifiable acquired technologies, customer relationships, trade names, distribution networks, non-competition agreements, sales backlog, and in-process research and development. We amortize the cost of finite-lived identifiable intangible assets over their estimated useful lives, which are periods of ten years or less. Amortization is based on the pattern in which the economic benefits of the intangible asset are expected to be realized, which typically is on a straight-line basis. The fair values assigned to identifiable intangible assets acquired in business combinations are determined primarily by using the income approach, which discounts expected future cash flows attributable to these assets to present value using estimates and assumptions determined by management. The acquired identifiable finite-lived intangible assets are being amortized primarily on a straight-line basis, which we believe approximates the pattern in which the assets are utilized, over their estimated useful lives.

Other Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted ASU No. 2014-09 as of February 1, 2018 using the modified retrospective transition method. Please refer to Note 2, “Revenue Recognition” for further details.

In January 2016, the FASB issued ASU 2016‑01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, associated with the recognition and measurement of financial assets and liabilities, with further clarifications made in February 2018 with the issuance of ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amended guidance requires certain equity investments that are not consolidated and not accounted for under the equity method to be measured at fair value with changes in fair value recognized in net income rather than as a component of accumulated other comprehensive income (loss). It further states that an entity may choose to measure equity investments that do not have readily determinable fair values using a quantitative approach, or measurement alternative, which is equal to its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We adopted this amended guidance on February 1, 2018, using a prospective transition approach, which did not have an impact on our condensed consolidated financial statements.

We concluded that all equity investments within the scope of ASU No. 2016-01, previously accounted for under the cost method, do not have readily determinable fair values. Accordingly, the value of these investments beginning February 1, 2018 has been measured using the measurement alternative, as noted above. As of October 31, 2018, the carrying amount of our equity investments without readily determinable fair values was $6.0 million. During the nine months ended October 31, 2018, we did not recognize any impairments or other adjustments.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance with the intent of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The clarifications provided by this guidance did not have a material impact on our condensed consolidated statement of cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We retrospectively adopted ASU No. 2016-18 on February 1, 2018 and as a result, we now include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the condensed consolidated statements of cash flows. Prior to adoption of this new guidance, we reported changes in restricted cash and restricted cash equivalents as cash flows from investing activities. We typically have restrictions on certain amounts of cash and cash equivalents, primarily consisting of amounts used to secure bank guarantees in connection with sales contract performance obligations, and expect to continue to have similar restrictions in the future.

As a result of the adoption of ASU No. 2016-18, we adjusted the previously reported condensed consolidated statement of cash flows for the nine months ended October 31, 2017 as follows:


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Nine Months Ended
October 31, 2017
(in thousands)
 
As previously reported
 
Adjustments
 
As Adjusted
Net cash provided by operating activities
 
$
96,174

 
$
—

 
$
96,174

Net cash used in investing activities
 
(88,693
)
 
30,096

 
(58,597
)
Net cash used in financing activities
 
(1,420
)
 
—

 
(1,420
)
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents
 
(758
)
 
1,205

 
447

Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents
 
5,303

 
31,301

 
36,604

Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period
 
307,363

 
61,966

 
369,329

Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period
 
$
312,666

 
$
93,267

 
$
405,933


In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If an entity determines that substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If this threshold is not met, in order to be considered a business the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Our February 1, 2018 prospective adoption of this standard will require future transactions to be evaluated under the new framework.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. This update better aligns risk management activities and financial reporting for hedging relationships, simplifies hedge accounting requirements, and improves disclosures of hedging arrangements. We early adopted this standard on February 1, 2018 on a prospective basis. The effects of this standard on our condensed consolidated financial statements were not material.

New Accounting Pronouncements Not Yet Effective

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which clarifies the accounting for implementation costs in cloud computing arrangements. This standard is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently reviewing this standard to assess the impact on our condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to
The Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This standard is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently reviewing this standard to assess the impact on our condensed consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, to simplify the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods, with early adoption permitted. While we continue to assess the potential impact of this standard, we do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.


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In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This new standard changes the impairment model for most financial assets and certain other instruments. Entities will be required to use a model that will result in the earlier recognition of allowances for losses for trade and other receivables, held-to-maturity debt securities, loans, and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. The new standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2019, with early adoption permitted. We are currently reviewing this standard to assess the impact on our condensed consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the entity must recast its comparative period financial statements and provide disclosures required by the new standard for the comparative periods. We expect to adopt the new standard on February 1, 2019 using the effective date as our date of initial application. Consequently, financial information will not be updated and disclosures required under the new standard will not be provided for dates and periods before February 1, 2019.

The new standard provides a number of optional practical expedients in transition. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us.

We currently anticipate that the adoption of this new standard will materially affect our consolidated balance sheets by recognizing new right-of-use assets and lease liabilities for operating leases. The impact on our results of operations and cash flows is not expected to be material. We are implementing a new lease accounting system and updating our processes in preparation for the adoption of the new standard, including the requirement to provide significant new disclosures about our leasing activities. Please refer to Note 14, “Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended January 31, 2018 for additional information about our leases, including the future minimum lease payments for our operating leases at January 31, 2018.


2.
REVENUE RECOGNITION

On February 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective method applied to those contracts that were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under ASU No. 2014-09, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under prior guidance. For contracts that were modified before the effective date of ASU No. 2014-09, we recorded the aggregate effect of all modifications when identifying performance obligations and allocating the transaction price in accordance with the practical expedient provided for under the new guidance, which permits an entity to record the aggregate effect of all contract modifications that occur before the beginning of the earliest period presented in accordance with the new standard when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.

Under the new standard, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of new standard, we perform the following five steps:

1) Identify the contract(s) with a customer
A contract with a customer exists when (i) we enter into an enforceable contract with the customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the

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promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or in the case of a new customer, published credit and financial information pertaining to the customer. Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Multiple contracts with a single counterparty entered into at the same time are evaluated to determine if the contracts should be combined and accounted for as a single contract.

2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we must apply judgment to determine whether promised goods or services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation. Generally, our contracts do not include non-distinct performance obligations, but certain Cyber Intelligence customers require design, development, or significant customization of our products to meet their specific requirements, in which case the products and services are combined into one distinct performance obligation.

3) Determine the transaction price
The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We assess the timing of transfer of goods and services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less, which is the case in the majority of our customer contracts. The primary purpose of our invoicing terms is not to receive or provide financing from or to customers. Our Cyber Intelligence contracts may require an advance payment to encourage customer commitment to the project and protect us from early termination of the contract. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price, if we assessed that a significant future reversal of cumulative revenue under the contract will not occur. Typically, our contracts do not provide our customers with any right of return or refund, and we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or refund.

4) Allocate the transaction price to the performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct goods or services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, we must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. We allocate the variable amount to one or more distinct performance obligations but not all or to one or more distinct services that forms a part of a single performance obligation, when the payment terms of the variable amount relate solely to our efforts to satisfy that distinct performance obligation and it results in an allocation that is consistent with the overall allocation objective of ASU No. 2014-09. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. We determine standalone selling price (“SSP”) based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we estimate the SSP taking into account available information such as market conditions, including geographic or regional specific factors, competitive positioning, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.

5) Recognize revenue when (or as) the entity satisfies a performance obligation
We satisfy performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. In the case of contracts that include customer acceptance criteria, revenue is not

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recognized until we can objectively conclude that the product or service meets the agreed-upon specifications in the contract.

We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to our customers. Revenue is measured based on consideration specified in a contract with a customer, and excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer.

Shipping and handling activities that are billed to the customer and occur after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of revenue. Historically, these expenses have not been material.

Nature of Goods and Services

We derive and report our revenue in two categories: (a) product revenue, including licensing of software products, and the sale of hardware products, and (b) service and support revenue, including revenue from installation services, post-contract customer support (“PCS”), project management, hosting services, cloud deployments, SaaS, application managed services, product warranties, business advisory consulting, and training services.

Our software licenses typically provide for a perpetual right to use our software, though we also sell term-based software licenses that provide our customers with the right to use our software for only a fixed term, in most cases between a one- and three-year time frame. Generally, our contracts do not provide significant services of integration and customization and installation services are not required to be purchased directly from us. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We have concluded that the software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered or made available for download to the customer. We rarely sell our software licenses on a standalone basis and as a result SSP is not directly observable and must be estimated. We apply the adjusted market assessment approach, considering both market conditions and entity specific factors such as assessment of historical data of bundled sales of software licenses with other promised goods and services in order to maximize the use of observable inputs. Software SSP is established based on an appropriate discount from our established list price, taking into consideration whether there are certain stratifications of the population with different pricing practices. Revenue for hardware is recognized at a point in time, generally upon shipment or delivery.

Contracts that require us to significantly customize our software are generally recognized over time as we perform because our performance does not create an asset with an alternative use and we have an enforceable right to payment plus a reasonable profit for performance completed to date. Revenue is recognized over time based on the extent of progress towards completion of the performance obligation. We use labor hours incurred to measure progress for these contracts because it best depicts the transfer of the asset to the customer. Under the labor hours incurred measure of progress, the extent of progress towards completion is measured based on the ratio of labor hours incurred to date to the total estimated labor hours at completion of the distinct performance obligation. Due to the nature of the work performed in these arrangements, the estimation of total labor hours at completion is complex, subject to many variables and requires significant judgment. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in revenue on a cumulative catch-up basis in the period in which the circumstances that gave rise to the revision become known. We use the expected cost plus a margin approach to estimate the SSP of our significantly customized solutions.

Professional services revenues primarily consist of fees for deployment and optimization services, as well as training, and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the professional services as the services are performed. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to date relative to the total labor hours expected to be required to satisfy the related performance obligation. We determine SSP for our professional services based on the price at which the performance obligation is sold separately, which is observable through past transactions.

Our SaaS contracts are typically comprised of a right to access our software, maintenance, and hosting fees. We do not provide the customer the contractual right to take possession of the software at any time during the hosting period under these contracts. The customer can only benefit from the SaaS license and the maintenance when combined with the hosting service as the hosting service is the only way for the customer to access the software and benefit from the maintenance services. Accordingly, each of the license, maintenance, and hosting services is not considered a distinct performance obligation in the context of the

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contract, and should be combined into a single performance obligation (“SaaS services”) and recognized ratably over the contract period. Our SaaS customer contracts can consist of fixed, variable, and usage based fees. Typically, we invoice a portion of the fees at the outset of the contract and then monthly or quarterly thereafter. Certain SaaS contracts include a nonrefundable upfront fee for setup services, which are not distinct from the SaaS services. Non-distinct setup services represent an advanced payment for future SaaS services, and are recognized as revenue when those SaaS services are satisfied, unless the nonrefundable fee is considered to be a material right, in which case the nonrefundable fee is recognized over the expected benefit period, which includes anticipated SaaS renewals. We determine SSP for our SaaS services based on the price at which the performance obligation is sold separately, which is observable through past SaaS renewal transactions. We satisfy our SaaS services by providing access to our software over time and processing transactions for usage based contracts. For non-usage based fees, the period of time over which we perform is commensurate with the contract term because that is the period during which we have an obligation to provide the service. The performance obligation is recognized on a time elapsed basis, by month for which the services are provided.

Customer support revenue is derived from providing telephone technical support services, bug fixes and unspecified software updates and upgrades to customers on a when-and-if-available basis. Each of these performance obligations provide benefit to the customer on a standalone basis and are distinct in the context of the contract. Each of these distinct performance obligations represent a stand ready obligation to provide service to a customer, which is concurrently delivered and has the same pattern of transfer to the customer, which is why we account for these support services as a single performance obligation. We recognize support services ratably over the contractual term, which typically is one year, and develop SSP for support services based on standalone renewal contracts.

Our Customer Engagement solutions are generally sold with a warranty of one year for hardware and 90 days for software. Our Cyber Intelligence solutions are generally sold with warranties that typically range from 90 days to three years and, in some cases, longer. These warranties do not represent an additional performance obligation as services beyond assuring that the software license and hardware complies with agreed-upon specifications are not provided.

Disaggregation of Revenue

The following table provides information about disaggregated revenue for our Customer Engagement and Cyber Intelligence segments by product revenue and service and support revenue, as well as by the recurring or nonrecurring nature of revenue for each business segment. Recurring revenue is the portion of our revenue that is highly likely to continue in the future, and primarily consists of initial and renewal PCS, SaaS, application managed services, sales-and-usage based royalties, and subscription licenses recognized over time. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. Nonrecurring revenue primarily consists of our perpetual and term-based licenses, which are recognized at a point in time, long-term customization projects that are recognized over time as control transfers to the customer using a percentage of completion (“POC”) method, consulting, implementation and installation services, training, and hardware.
 
 
Three Months Ended
October 31, 2018
 
Nine Months Ended
October 31, 2018
(in thousands)
 
Customer Engagement
 
Cyber Intelligence
 
Total
 
Customer Engagement
 
Cyber Intelligence
 
Total
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Product
 
$
52,353

 
$
59,317

 
$
111,670

 
$
156,245

 
$
171,331

 
$
327,576

Service and support
 
145,114

 
47,199

 
192,313

 
428,485

 
143,456

 
571,941

Total revenue
 
$
197,467

 
$
106,516

 
$
303,983

 
$
584,730

 
$
314,787

 
$
899,517

 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by recurrence:
 
 
 
 
 
 
 
 
 
 
 
 
Recurring revenue
 
$
112,274

 
$
40,349

 
$
152,623

 
$
330,890

 
$
119,238

 
$
450,128

Nonrecurring revenue
 
85,193

 
66,167

 
151,360

 
253,840

 
195,549

 
449,389

Total revenue
 
$
197,467

 
$
106,516

 
$
303,983

 
$
584,730

 
$
314,787

 
$
899,517


Contract Balances

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

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(in thousands)
 
October 31, 2018
Accounts receivable, net
 
$
311,492

Contract assets
 
70,076

Long-term contract assets (included in other assets)
 
1,289

Contract liabilities
 
306,240

Long-term contract liabilities
 
27,512


We receive payments from customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contract assets represent unbilled amounts related to our significantly customized solutions as the right to consideration is subject to the contractually agreed upon billing schedule. We expect billing and collection of a majority of our contract assets to occur within the next twelve months and had no asset impairment related to contract assets in the period. There are two customers in our Cyber Intelligence segment that accounted for a combined $43.3 million and $62.3 million of our contract assets (unbilled amounts previously included in accounts receivable) at October 31, 2018 and January 31, 2018, respectively. These customers are governmental agencies outside of the U.S. which we believe present insignificant credit risk. Contract liabilities represent consideration received or consideration which is unconditionally due from customers prior to transferring goods or services to the customer under the terms of the contract.

Revenue recognized during the three and nine months ended October 31, 2018 from amounts included in contract liabilities at February 1, 2018 was $51.0 million and $258.8 million, respectively. During the three and nine months ended October 31, 2018, we transferred $19.8 million and $42.2 million to accounts receivable from contract assets recognized at February 1, 2018, as a result of the right to the transaction consideration becoming unconditional. We recognized $11.5 million and $53.2 million of contract assets during the three and nine months ended October 31, 2018, respectively. Contract assets recognized during the period, primarily related to our rights to consideration for work completed but not billed on long-term Cyber Intelligence contracts.

Remaining Performance Obligations

The majority of our arrangements are for periods of up to three years, with a significant portion being one year or less. We had $936.4 million of remaining performance obligations as of October 31, 2018. We elected to exclude amounts of variable consideration attributable to sales- or usage-based royalties in exchange for a license of our IP from the remaining performance obligations. We currently expect to recognize approximately 64% of our remaining revenue backlog over the next twelve months and the remainder thereafter. The timing and amount of revenue recognition for our remaining performance obligations is influenced by several factors, including seasonality, the timing of PCS renewals, and the revenue recognition for certain projects, particularly in our Cyber Intelligence segment, that can extend over longer periods of time, delivery under which, for various reasons, may be delayed, modified, or canceled. Further, we have historically generated a large portion of our business each quarter by orders that are sold and fulfilled within the same reporting period. Therefore, the amount of remaining obligations may not be a meaningful indicator of future results.

Costs to Obtain and Fulfill Contracts

We capitalize commission expenses paid to internal sales personnel and agent commission expenses that are incremental to obtaining customer contracts. We have determined that these commission expenses are in fact incremental and would not have occurred absent the customer contract. Capitalized sales and agent commissions are amortized on a straight-line basis over the period the goods or services are transferred to the customer to which the assets relate, which ranges from immediate to as long as six years, if commission amounts paid upon renewal are not commensurate with amounts paid on the initial contract. A portion of the initial commission payable on the majority of Customer Engagement contracts is amortized over the anticipated PCS renewal period, which is generally four to six years, due to the commissions being paid on PCS renewal contracts not being commensurate with amounts paid on the initial contract.

Total capitalized costs to obtain contracts were $29.1 million as of October 31, 2018, of which $5.1 million is included in prepaid expenses and other current assets and $24.0 million is included in other assets on our condensed consolidated balance sheet. During the three and nine months ended October 31, 2018, we expensed $10.8 million and $32.4 million, respectively, of sales and agent commissions, which are included in selling, general and administrative expenses and there was no impairment loss recognized for these capitalized costs.


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We capitalize costs incurred to fulfill our contracts when the costs relate directly to the contract and are expected to generate resources that will be used to satisfy the performance obligation under the contract and are expected to be recovered through revenue generated under the contract. Costs to fulfill contracts are expensed to cost of revenue as we satisfy the related performance obligations. Total capitalized costs to fulfill contracts were $14.0 million as of October 31, 2018, of which $9.7 million is included in deferred cost of revenue and $4.3 million is included in long-term deferred cost of revenue on our condensed consolidated balance sheet. The amounts capitalized primarily relate to direct costs that enhance resources under our SaaS arrangements. During the three and nine months ended October 31, 2018, we amortized $6.0 million and $13.8 million, respectively, of fulfillment costs.
 
Financial Statement Impact of Adoption

We adopted ASU No. 2014-09 utilizing the modified retrospective method. The cumulative impact of applying the new guidance to all contracts with customers that were not completed as of February 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date. As a result of applying the modified retrospective method to adopt the new standard, the following adjustments were made to accounts on the consolidated balance sheet as of February 1, 2018:
(in thousands)
 
Balance at January 31, 2018
 
Adjustments from Adopting ASU No. 2014-09
 
Balance at February 1, 2018
Assets:
 
 
 
 
 
 
Accounts receivable, net
 
$
296,324

 
$
53,682

 
$
350,006

Contract assets
 
—

 
69,217

 
69,217

Deferred cost of revenue
 
6,096

 
2,056

 
8,152

Prepaid expenses and other current assets
 
82,090

 
(829
)
 
81,261

Long-term deferred cost of revenue
 
2,804

 
2,193

 
4,997

Deferred income taxes
 
30,878

 
(2,248
)
 
28,630

Other assets
 
52,037

 
14,912

 
66,949

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Accrued expenses and other current liabilities
 
220,265

 
(46,062
)
 
174,203

Contract liabilities
 
196,107

 
139,517

 
335,624

Long-term contract liabilities
 
24,519

 
6,518

 
31,037

Deferred income taxes
 
35,305

 
963

 
36,268

 
 
 
 
 
 
 
Stockholders' Equity:
 
 
 
 
 
 
Total stockholders' equity
 
1,132,336

 
38,047

 
1,170,383


In connection with the adoption of the new revenue recognition accounting standard, we decreased our accumulated deficit by $38.0 million, due to uncompleted contracts at February 1, 2018, for which $17.2 million of revenue will not be recognized in future periods under the new standard. Upon adoption, we deferred $4.2 million of previously expensed contract costs and reversed $2.9 million of expenses due to the new standard precluding the recognition or deferral of costs to simply obtain an even profit margin over the contract term, which was acceptable under prior contract accounting guidance. We capitalized $16.9 million of incremental sales commission costs at the adoption date directly related to obtaining customer contracts and are amortizing these costs as we satisfy the underlying performance obligations, which for certain contracts can include anticipated renewal periods. The acceleration of revenue that was deferred under prior guidance as of February 1, 2018, was primarily attributable to being able to recognize minimum guaranteed amounts upon delivery of our software rather than over the term of the arrangement, the ability to recognize professional services revenue in advance of achieving billing milestones, no longer requiring the separation of promised goods or services, such as software licenses, technical support, or unspecified update rights on the basis of vendor specific objective evidence, and the impact of allocating the transaction price to the performance obligations in the contract on a relative basis using SSP rather than allocating under the residual method, which allocates the entire arrangement discount to the delivered performance obligations.

The net change in deferred income taxes of $3.2 million is primarily due to the deferred tax effects resulting from the adjustment to accumulated deficit for the cumulative effect of applying ASU No. 2014-09 to active contracts as of the adoption date.


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We made certain presentation changes to our condensed consolidated balance sheet on February 1, 2018 to comply with ASU No. 2014-09. Prior to adoption of the new standard, we offset accounts receivable and contract liabilities (previously presented as deferred revenue on our consolidated balance sheet) for unpaid deferred performance obligations included in contract liabilities. Under the new standard, we record accounts receivable and related contract liabilities for noncancelable contracts with customers when the right to consideration is unconditional. Upon adoption, the right to consideration in exchange for goods or services that have been transferred to a customer when that right is conditional on something other than the passage of time were reclassified from accounts receivable to contract assets. In addition, we reclassified amounts related to billings in excess of costs and estimated earnings on uncompleted contracts, which under prior guidance was included in accrued expenses and other liabilities on our condensed consolidated balance sheet to contract liabilities upon adoption.

Impact of ASU No. 2014-09 on Financial Statement Line Items

The impact of adoption of ASU No. 2014-09 on our condensed consolidated balance sheet as of October 31, 2018 and on our condensed consolidated statement of operations for the three and nine months ended October 31, 2018 was as follows:

 
 
As of October 31, 2018
(in thousands)
 
As Reported
 
Balances without Adoption of ASU No. 2014-09
 
Effect of Change Higher (Lower)
Condensed Consolidated Balance Sheet
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Accounts receivable, net
 
$
311,492

 
$
266,497

 
$
44,995

Contract assets
 
70,076

 
—

 
70,076

Deferred cost of revenue
 
9,651

 
11,170

 
(1,519
)
Prepaid expenses and other current assets
 
85,310

 
86,462

 
(1,152
)
Long-term deferred cost of revenue
 
4,283

 
1,214

 
3,069

Other assets
 
101,643

 
79,330

 
22,313

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Accrued expenses and other current liabilities
 
181,452

 
216,637

 
(35,185
)
Contract liabilities
 
306,240

 
207,199

 
99,041

Long-term contract liabilities
 
27,512

 
26,700

 
812

Other liabilities
 
120,158

 
119,236

 
922

 
 
 
 
 
 
 
Stockholders' Equity:
 
 
 
 
 
 
Total stockholders' equity
 
1,213,499

 
1,141,307

 
72,192


While the tables below indicate that calculated revenue for the three and nine months ended October 31, 2018 without the adoption of ASU No. 2014-09 would have been lower than the revenue we are reporting under the new accounting guidance, this lower calculated revenue results not only from the impact of the new accounting guidance, but also from changes we made to our business practices in anticipation and as a result of the new accounting guidance. These business practice changes adversely impact the calculation of revenue under the prior accounting guidance and include, among other things, the way we manage our professional services projects, offer and deploy our solutions, structure certain customer contracts, and make pricing decisions. While the many variables, required assumptions, and other complexities associated with these business practice changes make it impractical to precisely quantify the impact of these changes, we believe that calculated revenue under the prior accounting guidance, but absent these business practice changes, would have been closer to the revenue we are reporting under the new accounting guidance.


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Three Months Ended
October 31, 2018
(in thousands)
 
As Reported
 
Balances without Adoption of ASU No. 2014-09
 
Effect of Change Higher (Lower)
Condensed Consolidated Statement of Operations
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Product
 
$
111,670

 
$
109,224

 
$
2,446

Service and support
 
192,313

 
192,849

 
(536
)
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
Product
 
33,124

 
30,315

 
2,809

Service and support
 
72,182

 
72,847

 
(665
)
 
 
 
 
 
 
 
Expenses and Other:
 
 
 
 
 
 
Selling, general and administrative
 
99,902

 
102,463

 
(2,561
)
Provision (benefit) for income taxes
 
5,601

 
5,401

 
200

Net income
 
20,213

 
18,086

 
2,127

 
 
Nine Months Ended
October 31, 2018
(in thousands)
 
As Reported
 
Balances without Adoption of ASU No. 2014-09
 
Effect of Change Higher (Lower)
Condensed Consolidated Statement of Operations
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Product
 
$
327,576

 
$
300,116

 
$
27,460

Service and support
 
571,941

 
562,701

 
9,240

 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
Product
 
100,917

 
94,243

 
6,674

Service and support
 
218,842

 
219,319

 
(477
)
 
 
 
 
 
 
 
Expenses and Other:
 
 
 
 
 
 
Selling, general and administrative
 
311,482

 
319,481

 
(7,999
)
Provision (benefit) for income taxes
 
2,153

 
(1,647
)
 
3,800

Net income
 
41,912

 
7,210

 
34,702


The adoption of ASU No. 2014-09 had no impact to cash provided by or used in operating, investing, or financing activities on our condensed consolidated statement of cash flows.


3.
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC.
 
The following table summarizes the calculation of basic and diluted net income (loss) per common share attributable to Verint Systems Inc. for the three and nine months ended October 31, 2018 and 2017:

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Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands, except per share amounts) 
 
2018
 
2017
 
2018
 
2017
Net income (loss)
 
$
20,213

 
$
3,066

 
$
41,912

 
$
(21,740
)
Net income attributable to noncontrolling interests
 
1,293

 
577

 
3,227

 
1,984

Net income (loss) attributable to Verint Systems Inc.
 
$
18,920

 
$
2,489

 
$
38,685

 
$
(23,724
)
Weighted-average shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
65,122

 
63,759

 
64,690

 
63,152

Dilutive effect of employee equity award plans
 
1,078

 
829

 
1,195

 
—

Dilutive effect of 1.50% convertible senior notes
 
—

 
—

 
—

 
—

Dilutive effect of warrants
 
—

 
—

 
—

 
—

Diluted
 
66,200

 
64,588

 
65,885

 
63,152

Net income (loss) per common share attributable to Verint Systems Inc.:
 
 

 
 

 
 
 
 
Basic
 
$
0.29

 
$
0.04

 
$
0.60

 
$
(0.38
)
Diluted
 
$
0.29

 
$
0.04

 
$
0.59

 
$
(0.38
)

We excluded the following weighted-average potential common shares from the calculations of diluted net income (loss) per common share during the applicable periods because their inclusion would have been anti-dilutive:
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands) 
 
2018
 
2017
 
2018
 
2017
Common shares excluded from calculation:
 
 

 
 

 
 
 
 
Stock options and restricted stock-based awards
 
546

 
600

 
432

 
1,205

1.50% convertible senior notes
 
6,205

 
6,205

 
6,205

 
6,205

Warrants
 
6,205

 
6,205

 
6,205

 
6,205


In periods for which we report a net loss attributable to Verint Systems Inc., basic net loss per common share and diluted net loss per common share are identical since the effect of all potential common shares is anti-dilutive and therefore excluded.

Our 1.50% convertible senior notes (“Notes”) will not impact the calculation of diluted net income per share unless the average price of our common stock, as calculated in accordance with the terms of the indenture governing the Notes, exceeds the conversion price of $64.46 per share. Likewise, diluted net income per share will not include any effect from the Warrants (as defined in Note 7, “Long-Term Debt”) unless the average price of our common stock, as calculated under the terms of the Warrants, exceeds the exercise price of $75.00 per share.

Our Note Hedges (as defined in Note 7, “Long-Term Debt”) do not impact the calculation of diluted net income per share under the treasury stock method, because their effect would be anti-dilutive. However, in the event of an actual conversion of any or all of the Notes, the common shares that would be delivered to us under the Note Hedges would neutralize the dilutive effect of the common shares that we would issue under the Notes. As a result, actual conversion of any or all of the Notes would not increase our outstanding common stock. Up to 6,205,000 common shares could be issued upon exercise of the Warrants. Further details regarding the Notes, Note Hedges, and the Warrants appear in Note 7, “Long-Term Debt”.


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

The following tables summarize our cash, cash equivalents, and short-term investments as of October 31, 2018 and January 31, 2018:

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October 31, 2018
(in thousands) 
 
Cost Basis
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Cash and cash equivalents:
 
 
 
 
 
 
 
 
Cash and bank time deposits
 
$
297,540

 
$
—

 
$
—

 
$
297,540

Money market funds
 
52,640

 
—

 
—

 
52,640

Commercial paper
 
3,242

 
—

 
—

 
3,242

Total cash and cash equivalents
 
$
353,422

 
$
—

 
$
—

 
$
353,422

 
 
 
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
 
Bank time deposits
 
$
49,434

 
$
—

 
$
—

 
$
49,434

Total short-term investments
 
$
49,434

 
$
—

 
$
—

 
$
49,434

 
 
January 31, 2018
(in thousands)
 
Cost Basis
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
Cash and cash equivalents:
 
 
 
 
 
 
 
 
Cash and bank time deposits
 
$
337,756

 
$
—

 
$
—

 
$
337,756

Money market funds
 
186

 
—

 
—

 
186

Total cash and cash equivalents
 
$
337,942

 
$
—

 
$
—

 
$
337,942

 
 
 
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
 
Corporate debt securities (available-for-sale)
 
$
2,002

 
$
—

 
$
—

 
$
2,002

Bank time deposits
 
4,564

 
—

 
—

 
4,564

Total short-term investments
 
$
6,566

 
$
—

 
$
—

 
$
6,566


Bank time deposits which are reported within short-term investments consist of deposits held outside of the U.S. with maturities of greater than 90 days, or without specified maturity dates which we intend to hold for periods in excess of 90 days. All other bank deposits are included within cash and cash equivalents.

During the nine months ended October 31, 2018 and 2017, proceeds from maturities and sales of short-term investments were $10.6 million and $5.2 million, respectively.


5.
BUSINESS COMBINATIONS

Nine Months Ended October 31, 2018

During the nine months ended October 31, 2018, we completed one transaction which qualified as a business combination in our Customer Engagement segment, which was not material to our condensed consolidated financial statements.

Year Ended January 31, 2018

During the year ended January 31, 2018, we completed seven business combinations:

•
On February 1, March 20, October 3, November 3, December 19, and December 21, 2017, we completed acquisitions of businesses in our Customer Engagement operating segment. One of the transactions was an asset acquisition that qualified as a business combination, and in another, the sellers retained a noncontrolling interest.

•
On July 1, 2017, we completed the acquisition of a business in our Cyber Intelligence operating segment.

These business combinations were not individually material to our consolidated financial statements.

The combined consideration for these business combinations was approximately $134.8 million, including $106.0 million of combined cash paid at the closings. For five of these business combinations, we also agreed to make potential additional cash

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payments to the respective former shareholders aggregating up to approximately $47.3 million, contingent upon the achievement of certain performance targets over periods extending through January 2022. The fair value of these contingent consideration obligations was estimated to be $25.9 million at the applicable acquisition dates. Cash paid for these business combinations was funded by cash on hand.

The purchase prices for these business combinations were allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The fair value assigned to identifiable intangible assets acquired were determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management.

Included among the factors contributing to the recognition of goodwill in these transactions were synergies in products and technologies, and the addition of skilled, assembled workforces. Of the $81.4 million of goodwill associated with these business combinations, $77.6 million and $3.8 million was assigned to our Customer Engagement and Cyber Intelligence segments, respectively. For income tax purposes, $14.5 million of this goodwill is deductible and $66.9 million is not deductible.

Transaction and related costs, consisting primarily of professional fees and integration expenses, directly related to these acquisitions, totaled $0.7 million and $2.0 million for the three months ended October 31, 2018 and 2017, respectively, and $2.4 million and $3.2 million for the nine months ended October 31, 2018 and 2017, respectively. All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses.

The purchase price allocations for those business combinations completed subsequent to October 31, 2017 have been prepared on a preliminary basis and changes to those allocations may occur as additional information becomes available during the respective measurement periods (up to one year from the respective acquisition dates). Fair values still under review include values assigned to identifiable intangible assets, deferred income taxes and reserves for uncertain income tax positions.

The following table sets forth the components and the allocations of the combined purchase prices for the business combinations completed during the year ended January 31, 2018, including adjustments identified subsequent to the respective valuation dates, none of which were material:

(in thousands)
 
Amount
Components of Purchase Prices:
 
 
Cash
 
$
106,049

Fair value of contingent consideration
 
25,874

Other purchase price adjustments
 
2,897

Total purchase prices
 
$
134,820

 
 
 
Allocation of Purchase Prices:
 
 
Net tangible assets (liabilities):
 
 
Accounts receivable
 
$
4,184

Other current assets, including cash acquired
 
15,108

Other assets
 
2,765

Current and other liabilities
 
(12,512
)
Deferred revenue - current and long-term
 
(4,424
)
Deferred income taxes
 
(8,550
)
Net tangible liabilities
 
(3,429
)
Identifiable intangible assets:
 
 
Customer relationships
 
24,812

Developed technology
 
29,614

Trademarks and trade names
 
2,456

Total identifiable intangible assets
 
56,882

Goodwill
 
81,367

Total purchase price allocations
 
$
134,820



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For these acquisitions, customer relationships, developed technology, and trademarks and trade names were assigned estimated useful lives ranging from two years to ten years, from three years to five years, and from one year to seven years, respectively, the weighted average of which is approximately 6.3 years.

Other Business Combination Information

The acquisition date fair values of contingent consideration obligations associated with business combinations are estimated based on probability adjusted present values of the consideration expected to be transferred using significant inputs that are not observable in the market. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving the performance targets and discount rates consistent with the level of risk of achievement. At each reporting date, we revalue the contingent consideration obligations to their fair values and record increases and decreases in fair value within selling, general and administrative expenses in our condensed consolidated statements of operations. Changes in the fair value of the contingent consideration obligations result from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets.

For the three months ended October 31, 2018 and 2017, we recorded a charge of $0.5 million and a benefit of $6.7 million, respectively, and for the nine months ended October 31, 2018 and 2017, we recorded benefits of $4.2 million and $3.8 million, respectively, within selling, general and administrative expenses for changes in the fair values of contingent consideration obligations associated with business combinations. The aggregate fair values of the remaining contingent consideration obligations associated with business combinations was $53.7 million at October 31, 2018, of which $25.2 million was recorded within accrued expenses and other current liabilities, and $28.5 million was recorded within other liabilities.

Payments of contingent consideration earned under these agreements were $1.6 million and $0.1 million for the three months ended October 31, 2018 and 2017, respectively, and $13.6 million and $9.4 million for the nine months ended October 31, 2018 and 2017, respectively.


6.
INTANGIBLE ASSETS AND GOODWILL
 
Acquisition-related intangible assets consisted of the following as of October 31, 2018 and January 31, 2018:
 
 
 
October 31, 2018
(in thousands)
 
Cost
 
Accumulated
Amortization
 
Net
Intangible assets, with finite lives:
 
 

 
 

 
 

Customer relationships
 
$
431,235

 
$
(292,419
)
 
$
138,816

Acquired technology
 
273,456

 
(225,886
)
 
47,570

Trade names
 
26,486

 
(20,761
)
 
5,725

Non-competition agreements
 
3,047

 
(2,972
)
 
75

Distribution network
 
4,440

 
(4,440
)
 
—

Total intangible assets
 
$
738,664

 
$
(546,478
)
 
$
192,186

 
 
 
January 31, 2018
(in thousands)
 
Cost
 
Accumulated
Amortization
 
Net
Intangible assets, with finite lives:
 
 

 
 

 
 

Customer relationships
 
$
438,664

 
$
(281,592
)
 
$
157,072

Acquired technology
 
273,156

 
(212,571
)
 
60,585

Trade names
 
26,820

 
(18,570
)
 
8,250

Non-competition agreements
 
3,047

 
(2,861
)
 
186

Distribution network
 
4,440

 
(4,440
)
 
—

    Total intangible assets
 
$
746,127

 
$
(520,034
)
 
$
226,093


The following table presents net acquisition-related intangible assets by reportable segment as of October 31, 2018 and January 31, 2018: 

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October 31,
 
January 31,
(in thousands)

2018

2018
Customer Engagement

$
186,549


$
213,963

Cyber Intelligence

5,637


12,130

Total

$
192,186


$
226,093

 
Total amortization expense recorded for acquisition-related intangible assets was $13.5 million and $16.2 million for the three months ended October 31, 2018 and 2017, respectively, and $41.6 million and $55.0 million for the nine months ended October 31, 2018 and 2017, respectively. The reported amount of net acquisition-related intangible assets can fluctuate from the impact of changes in foreign currency exchange rates on intangible assets not denominated in U.S. dollars.

Estimated future amortization expense on finite-lived acquisition-related intangible assets is as follows:
(in thousands)

 

Years Ending January 31,

Amount
2019 (remainder of year)

$
13,265

2020

44,390

2021

36,255

2022

32,370

2023

25,323

2024 and thereafter

40,583

   Total

$
192,186

 
Goodwill activity for the nine months ended October 31, 2018, in total and by reportable segment, was as follows: 
 
 
 
 
Reportable Segment
(in thousands)
 
Total
 
Customer Engagement
 
Cyber Intelligence
Year Ended January 31, 2018:
 
 
 
 
 
 
Goodwill, gross, at January 31, 2018
 
$
1,455,164

 
$
1,307,136

 
$
148,028

Accumulated impairment losses through January 31, 2018
 
(66,865
)
 
(56,043
)
 
(10,822
)
   Goodwill, net, at January 31, 2018
 
1,388,299

 
1,251,093

 
137,206

Business combinations, including adjustments to prior period acquisitions
 
14,526

 
14,526

 
—

Foreign currency translation and other
 
(38,373
)
 
(37,405
)
 
(968
)
   Goodwill, net, at October 31, 2018
 
$
1,364,452

 
$
1,228,214

 
$
136,238

 
 
 
 
 
 
 
Balance at October 31, 2018:
 


 
 

 
 

Goodwill, gross, at October 31, 2018
 
$
1,431,317

 
$
1,284,257

 
$
147,060

Accumulated impairment losses through October 31, 2018
 
(66,865
)
 
(56,043
)
 
(10,822
)
   Goodwill, net, at October 31, 2018
 
$
1,364,452

 
$
1,228,214

 
$
136,238

No events or circumstances indicating the potential for goodwill impairment were identified during the nine months ended October 31, 2018.


7.
LONG-TERM DEBT

The following table summarizes our long-term debt at October 31, 2018 and January 31, 2018: 

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October 31,
 
January 31,
(in thousands)
 
2018
 
2018
 
 
 
 
 
1.50% Convertible Senior Notes
 
$
400,000

 
$
400,000

2017 Term Loan
 
419,688

 
422,875

Other debt
 
131

 
250

Less: Unamortized debt discounts and issuance costs
 
(40,095
)
 
(50,141
)
Total debt
 
779,724

 
772,984

Less: current maturities
 
4,382

 
4,500

Long-term debt
 
$
775,342

 
$
768,484


Current maturities of long-term debt are reported within accrued expenses and other current liabilities on our condensed consolidated balance sheet.

1.50% Convertible Senior Notes

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

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

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

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

As of October 31, 2018, the Notes were not convertible.

In accordance with accounting guidance for convertible debt with a cash conversion option, we separately accounted for the debt and equity components of the Notes in a manner that reflected our estimated nonconvertible debt borrowing rate. We estimated the debt and equity components of the Notes to be $319.9 million and $80.1 million, respectively, at the issuance date, assuming a 5.00% non-convertible borrowing rate. The equity component was recorded as an increase to additional paid-in capital. The excess of the principal amount of the debt component over its carrying amount (the “debt discount”) is being amortized as interest expense over the term of the Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

We allocated transaction costs related to the issuance of the Notes, including underwriting discounts, of $7.6 million and $1.9 million to the debt and equity components, respectively. Issuance costs attributable to the debt component of the Notes are presented as a reduction of long-term debt and are being amortized as interest expense over the term of the Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital. The carrying amount of the equity component, net of issuance costs, was $78.2 million at October 31, 2018.

As of October 31, 2018, the carrying value of the debt component was $363.6 million, which is net of unamortized debt discount and issuance costs of $33.2 million and $3.1 million, respectively. Including the impact of the debt discount and related deferred debt issuance costs, the effective interest rate on the Notes was approximately 5.29% at October 31, 2018.


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Based on the closing market price of our common stock on October 31, 2018, the if-converted value of the Notes was less than the aggregate principal amount of the Notes.

Note Hedges and Warrants

Concurrently with the issuance of the Notes, we entered into convertible note hedge transactions (the “Note Hedges”) and sold warrants (the “Warrants”). The combination of the Note Hedges and the Warrants serves to increase the effective initial conversion price for the Notes to $75.00 per share. The Note Hedges and Warrants are each separate instruments from the Notes.

Note Hedges

Pursuant to the Note Hedges, we purchased call options on our common stock, under which we have the right to acquire from the counterparties up to approximately 6,205,000 shares of our common stock, subject to customary anti-dilution adjustments, at a price of $64.46, which equals the initial conversion price of the Notes. Our exercise rights under the Note Hedges generally trigger upon conversion of the Notes and the Note Hedges terminate upon maturity of the Notes, or the first day the Notes are no longer outstanding. The Note Hedges may be settled in cash, shares of our common stock, or a combination thereof, at our option, and are intended to reduce our exposure to potential dilution upon conversion of the Notes. We paid $60.8 million for the Note Hedges, which was recorded as a reduction to additional paid-in capital. As of October 31, 2018, we had not purchased any shares of our common stock under the Note Hedges.

Warrants

We sold the Warrants to several counterparties. The Warrants provide the counterparties rights to acquire from us up to approximately 6,205,000 shares of our common stock at a price of $75.00 per share. The Warrants expire incrementally on a series of expiration dates beginning in August 2021. At expiration, if the market price per share of our common stock exceeds the strike price of the Warrants, we will be obligated to issue shares of our common stock having a value equal to such excess. The Warrants could have a dilutive effect on net income per share to the extent that the market value of our common stock exceeds the strike price of the Warrants. Proceeds from the sale of the Warrants were $45.2 million and were recorded as additional paid-in capital. As of October 31, 2018, no Warrants had been exercised and all Warrants remained outstanding.

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

Credit Agreements

Prior Credit Agreement

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

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


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The 2017 Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan maturing on June 29, 2024 (the “2017 Term Loan”) and a $300.0 million revolving credit facility maturing on June 29, 2022 (the “2017 Revolving Credit Facility”), subject to increase and reduction from time to time according to the terms of the 2017 Credit Agreement. The maturity dates of the 2017 Term Loan and 2017 Revolving Credit Facility will be accelerated to March 1, 2021 if on such date any Notes remain outstanding.
The majority of the proceeds from the 2017 Term Loan were used to repay all $406.9 million that remained outstanding under the 2014 Term Loans at June 29, 2017 upon termination of the Prior Credit Agreement. There were no borrowings under the Prior Revolving Credit Facility at June 29, 2017.
The 2017 Term Loan was subject to an original issuance discount of approximately $0.5 million. This discount is being amortized as interest expense over the term of the 2017 Term Loan using the effective interest method.
Interest rates on loans under the 2017 Credit Agreement are periodically reset, at our option, at either a Eurodollar Rate or an ABR rate (each as defined in the 2017 Credit Agreement), plus in each case a margin.
On January 31, 2018, we entered into an amendment to the 2017 Credit Agreement (the “2018 Amendment”) providing for, among other things, a reduction of the interest rate margins on the 2017 Term Loan from 2.25% to 2.00% for Eurodollar loans, and from 1.25% to 1.00% for ABR loans. The vast majority of the impact of the 2018 Amendment was accounted for as a debt modification. For the portion of the 2017 Term Loan which was considered extinguished and replaced by new loans, we wrote off $0.2 million of unamortized deferred debt issuance costs as a loss on early retirement of debt during the three months ended January 31, 2018. The remaining unamortized deferred debt issuance costs and discount are being amortized over the remaining term of the 2017 Term Loan.
For loans under the 2017 Revolving Credit Facility, the margin is determined by reference to our Consolidated Total Debt to Consolidated EBITDA (each as defined in the 2017 Credit Agreement) leverage ratio (the “Leverage Ratio”).
As of October 31, 2018, the interest rate on the 2017 Term Loan was 4.27%. Taking into account the impact of the original issuance discount and related deferred debt issuance costs, the effective interest rate on the 2017 Term Loan was approximately 4.45% at October 31, 2018. As of January 31, 2018 the interest rate on 2017 Term Loan was 3.58%.
We are required to pay a commitment fee with respect to unused availability under the 2017 Revolving Credit Facility at a rate per annum determined by reference to our Leverage Ratio.
The 2017 Term Loan requires quarterly principal payments of approximately $1.1 million, which commenced on August 1, 2017, with the remaining balance due on June 29, 2024. Optional prepayments of loans under the 2017 Credit Agreement are generally permitted without premium or penalty.
Our obligations under the 2017 Credit Agreement are guaranteed by each of our direct and indirect existing and future material domestic wholly owned restricted subsidiaries, and are secured by a security interest in substantially all of our assets and the assets of the guarantor subsidiaries, subject to certain exceptions.
The 2017 Credit Agreement contains certain customary affirmative and negative covenants for credit facilities of this type. The 2017 Credit Agreement also contains a financial covenant that, solely with respect to the 2017 Revolving Credit Facility, requires us to maintain a Leverage Ratio of no greater than 4.50 to 1. The limitations imposed by the covenants are subject to certain exceptions as detailed in the 2017 Credit Agreement.
The 2017 Credit Agreement provides for events of default with corresponding grace periods that we believe are customary for credit facilities of this type. Upon an event of default, all of our obligations owed under the 2017 Credit Agreement may be declared immediately due and payable, and the lenders’ commitments to make loans under the 2017 Credit Agreement may be terminated.
2017 Credit Agreement Issuance Costs
We incurred debt issuance costs of approximately $6.8 million in connection with the 2017 Credit Agreement, of which $4.1 million were associated with the 2017 Term Loan, and $2.7 million were associated with the 2017 Revolving Credit Facility, which were deferred and are being amortized as interest expense over the terms of the facilities under the 2017 Credit Agreement. As noted previously, during the three months ended January 31, 2018, we wrote off $0.2 million of deferred debt issuance costs associated with the 2017 Term Loan as a result of the 2018 Amendment. Deferred debt issuance costs associated with the 2017 Term Loan are being amortized using the effective interest rate method, and deferred debt issuance costs associated with the 2017 Revolving Credit Facility are being amortized on a straight-line basis.

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Future Principal Payments on Term Loan
As of October 31, 2018, future scheduled principal payments on the 2017 Term Loan were as follows:
(in thousands)
 
 
Years Ending January 31,
 
Amount
2019 (remainder of year)
 
$
1,063

2020
 
4,250

2021
 
4,250

2022
 
4,250

2023
 
4,250

2024 and thereafter
 
401,625

   Total
 
$
419,688

Interest Expense

The following table presents the components of interest expense incurred on the Notes and on borrowings under our credit agreements for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
1.50% Convertible Senior Notes:
 
 
 
 
 
 
 
 
Interest expense at 1.50% coupon rate
 
$
1,500

 
$
1,500

 
$
4,500

 
$
4,500

Amortization of debt discount
 
2,982

 
2,829

 
8,829

 
8,377

Amortization of deferred debt issuance costs
 
281

 
267

 
833

 
790

Total Interest Expense - 1.50% Convertible Senior Notes
 
$
4,763

 
$
4,596

 
$
14,162

 
$
13,667

 
 
 
 
 
 
 
 
 
Borrowings under Credit Agreements:
 
 
 
 
 
 
 
 
Interest expense at contractual rates
 
$
4,448

 
$
3,858

 
$
13,047

 
$
11,493

Impact of interest rate swap agreement
 
—

 
—

 
—

 
254

Amortization of debt discounts
 
17

 
17

 
50

 
48

Amortization of deferred debt issuance costs
 
392

 
396

 
1,162

 
1,451

Total Interest Expense - Borrowings under Credit Agreements
 
$
4,857

 
$
4,271

 
$
14,259

 
$
13,246



8.
SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION
 
Condensed Consolidated Balance Sheets
 
Inventories consisted of the following as of October 31, 2018 and January 31, 2018: 
 
 
October 31,
 
January 31,
(in thousands)
 
2018
 
2018
Raw materials
 
$
9,517

 
$
9,870

Work-in-process
 
6,018

 
6,269

Finished goods
 
6,202

 
3,732

   Total inventories
 
$
21,737

 
$
19,871


Condensed Consolidated Statements of Operations
 
Other (expense) income, net consisted of the following for the three and nine months ended October 31, 2018 and 2017:

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Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
Foreign currency (losses) gains, net
 
$
(1,458
)
 
$
(1,474
)
 
$
(5,372
)
 
$
2,384

Gains on derivative financial instruments, net
 
1,051

 
834

 
3,760

 
292

Other, net
 
(82
)
 
75

 
(582
)
 
(147
)
   Total other (expense) income, net
 
$
(489
)
 
$
(565
)
 
$
(2,194
)
 
$
2,529


Condensed Consolidated Statements of Cash Flows
 
The following table provides supplemental information regarding our condensed consolidated cash flows for the nine months ended October 31, 2018 and 2017:
 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Cash paid for interest
 
$
14,736

 
$
13,618

Cash payments of income taxes, net
 
$
22,324

 
$
18,344

Non-cash investing and financing transactions:
 
 

 
 
Accrued but unpaid purchases of property and equipment
 
$
4,443

 
$
3,487

Inventory transfers to property and equipment
 
$
1,334

 
$
1,265

Liabilities for contingent consideration in business combinations, including measurement period adjustments
 
$
8,969

 
$
9,100

Capital leases of property and equipment
 
$
473

 
$
1,929



9.
STOCKHOLDERS’ EQUITY
 
Dividends on Common Stock

We did not declare or pay any dividends on our common stock during the nine months ended October 31, 2018 and 2017. Under the terms of our 2017 Credit Agreement, we are subject to certain restrictions on declaring and paying dividends on our common stock.

Share Repurchase Program

On March 29, 2016, we announced that our board of directors had authorized a common stock repurchase program of up to $150.0 million over two years. This program expired on March 29, 2018. We made a total of $46.9 million in repurchases under the program.

Treasury Stock
 
Repurchased shares of common stock are recorded as treasury stock, at cost, but may from time to time be retired. We periodically purchase treasury stock from directors, officers, and other employees to facilitate income tax withholding by us or the payment of required income taxes by such holders in connection with the vesting of equity awards.

During the nine months ended October 31, 2018, we acquired approximately 4,000 shares of treasury stock for a cost of $0.2 million. During the nine months ended October 31, 2017, we received approximately 7,000 shares of stock in a nonmonetary transaction valued at $0.3 million.

At October 31, 2018, we held approximately 1,665,000 shares of treasury stock with a cost of $57.6 million. At January 31, 2018, we held approximately 1,661,000 shares of treasury stock with a cost of $57.4 million.

Accumulated Other Comprehensive Income (Loss)
 
Accumulated other comprehensive income (loss) includes items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities and derivative financial instruments designated as hedges.

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Accumulated other comprehensive income (loss) is presented as a separate line item in the stockholders’ equity section of our condensed consolidated balance sheets. Accumulated other comprehensive income (loss) items have no impact on our net income (loss) as presented in our condensed consolidated statements of operations.

The following table summarizes changes in the components of our accumulated other comprehensive income (loss) by component for the nine months ended October 31, 2018:
(in thousands)
 
Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges
 
Unrealized Gain on Interest Rate Swap Designated as Hedge
 
Foreign Currency Translation Adjustments
 
Total
Accumulated other comprehensive income (loss) at January 31, 2018
 
$
3,312

 
$
—

 
$
(106,772
)
 
$
(103,460
)
Other comprehensive (loss) income before reclassifications
 
(9,452
)
 
1,878

 
(45,190
)
 
(52,764
)
Losses reclassified out of accumulated other comprehensive (loss) income
 
(2,076
)
 
—

 
—

 
(2,076
)
Net other comprehensive (loss) income, current period
 
(7,376
)
 
1,878

 
(45,190
)
 
(50,688
)
Accumulated other comprehensive (loss) income at October 31, 2018
 
$
(4,064
)
 
$
1,878

 
$
(151,962
)
 
$
(154,148
)

All amounts presented in the table above are net of income taxes, if applicable. The accumulated net losses in foreign currency translation adjustments primarily reflect the strengthening of the U.S. dollar against the British pound sterling, which has resulted in lower U.S. dollar-translated balances of British pound sterling-denominated goodwill and intangible assets.

The amounts reclassified out of accumulated other comprehensive income (loss) into the condensed consolidated statement of operations, with presentation location, for the three and nine months ended October 31, 2018 and 2017 were as follows:
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
 
 
(in thousands)
 
2018
 
2017
 
2018
 
2017
 
Location
Unrealized (losses) gains on derivative financial instruments:
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
 
$
(108
)
 
$
141

 
$
(196
)
 
$
407

 
Cost of product revenue
 
 
(120
)
 
145

 
(214
)
 
378

 
Cost of service and support revenue
 
 
(676
)
 
825

 
(1,168
)
 
2,339

 
Research and development, net
 
 
(424
)
 
461

 
(730
)
 
1,322

 
Selling, general and administrative
 
 
(1,328
)
 
1,572

 
(2,308
)
 
4,446

 
Total, before income taxes
 
 
134

 
(252
)
 
232

 
(539
)
 
Benefit (provision) for income taxes
 
 
$
(1,194
)
 
$
1,320

 
$
(2,076
)
 
$
3,907

 
Total, net of income taxes
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreement
 
$
—

 
$
—

 
$
—

 
$
(254
)
 
Interest expense
 
 
—

 
—

 
—

 
934

 
Other income (expense), net
 
 
—

 
—

 
—

 
680

 
Total, before income taxes
 
 
—

 
—

 
—

 
(389
)
 
Provision for income taxes
 
 
$
—

 
$
—

 
$
—

 
$
291

 
Total, net of income taxes


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

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On December 22, 2017, the Tax Cuts and Jobs Acts (“2017 Tax Act”) was enacted in the United States. The 2017 Tax Act significantly revises the Internal Revenue Code of 1986, as amended, and it includes fundamental changes to taxation of U.S. multinational corporations. The key provisions impacting our January 31, 2019 year include a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, new limitations on the tax deductions for interest expense and executive compensation, elimination of the alternative minimum tax (AMT) and the ability to refund unused AMT credits over a four-year period, and new rules related to uses and limitations of net operating loss carryforwards. New international provisions add a new category of deemed income from our foreign operations, eliminate U.S. tax on foreign dividends (subject to certain restrictions), and add a minimum tax on certain payments made to foreign related parties. Our estimated annual effective tax rate for the three and nine months ended October 31, 2018 includes provisional amounts for certain 2017 Tax Act provisions related to our foreign operations. We expect to utilize a portion of our net operating loss carryforward and release the valuation allowance on the deferred tax asset for that net operating loss carryforward for a net impact of $0.

Compliance with the 2017 Tax Act will require significant complex computations not previously required by U.S. tax law. It is unclear how certain provisions of the 2017 Tax Act will be applied absent further legislative, regulatory, or accounting clarification and guidance. Also, on December 22, 2017, the staff of the SEC issued Staff Accounting Bulletin No. 118 (“SAB No. 118”). SAB No. 118 provides guidance on accounting for the tax effects of the 2017 Tax Act and allows registrants to record provisional amounts for a period of up to one year from the date of enactment of the 2017 Tax Act. We considered amounts related to the 2017 Tax Act to be reasonably estimated as of January 31, 2018 and, as of October 31, 2018, we did not have any significant adjustments to provisional amounts recorded as of January 31, 2018. We expect to refine and complete the accounting for the 2017 Tax Act during the year ending January 31, 2019 as we obtain, prepare, and analyze additional information and as additional legislative, regulatory, and accounting guidance and interpretations become available.

For the three months ended October 31, 2018, we recorded an income tax provision of $5.6 million on pre-tax income of $25.8 million, which represented an effective income tax rate of 21.7%. We maintain valuation allowances on our net U.S. deferred income tax assets related to federal and certain state jurisdictions. The income tax provision does not include income tax benefits on losses incurred by certain domestic and foreign operations where we maintain valuation allowances. Our pre-tax losses in domestic and foreign jurisdictions where we maintain valuation allowances and do not record tax benefits were significantly less than the pre-tax income in jurisdictions where we record tax provisions.

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

For the nine months ended October 31, 2018, we recorded an income tax provision of $2.2 million on pre-tax income of $44.1 million, which represented an effective income tax rate of 4.9%. In connection with an acquisition in our Customer Engagement segment completed in our second quarter we recorded deferred income tax liabilities primarily attributable to acquired intangible assets to the extent the amortization will not be deductible for income tax purposes. Under accounting guidelines, because the amortization of the intangible assets in future periods provides a source of taxable income, we expect to realize a portion of our existing deferred income tax assets. As such, we reduced the valuation allowance recorded on our deferred income tax assets to the extent of the deferred income tax liabilities recorded. Because the valuation allowance related to existing Verint deferred income tax assets, the impact of the release was reflected as a discrete income tax benefit of
$7.3 million and not as a component of the acquisition accounting. The income tax provision does not include income tax benefits on losses incurred by certain domestic and foreign operations where we maintain valuation allowances. Our pre-tax losses in domestic and foreign jurisdictions where we maintain valuation allowances and do not record tax benefits were significantly less than the pre-tax income in jurisdictions where we record tax provisions.

For the nine months ended October 31, 2017, we recorded an income tax provision of $9.5 million on a pre-tax loss of $12.2 million, which represented a negative effective income tax rate of 77.7%. The income tax provision does not include income tax benefits on losses incurred by certain domestic and foreign operations where we maintain valuation allowances. Our pre-tax income in profitable jurisdictions, where we record income tax provisions, was lower than the pre-tax losses in domestic and foreign jurisdictions where we maintain valuation allowances and do not record income tax benefits.
 
As required by the authoritative guidance on accounting for income taxes, we evaluate the realizability of deferred income tax assets on a jurisdictional basis at each reporting date. Accounting guidance for income taxes requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred income tax assets will not be realized.  In circumstances where there is sufficient negative evidence indicating that the deferred income tax assets are not more-likely-

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than-not realizable, we establish a valuation allowance. We determined that there is sufficient negative evidence to maintain the valuation allowances against our federal and certain state and foreign deferred income tax assets as a result of historical losses in the most recent three-year period in the U.S. and in certain foreign jurisdictions. We intend to maintain valuation allowances until sufficient positive evidence exists to support a reversal.

We had unrecognized income tax benefits of $114.9 million and $115.7 million (excluding interest and penalties) as of October 31, 2018 and January 31, 2018, respectively. The accrued liability for interest and penalties was $5.6 million at October 31, 2018 and January 31, 2018, respectively. Interest and penalties are recorded as a component of the provision for income taxes in our condensed consolidated statements of operations.  As of October 31, 2018 and January 31, 2018, the total amount of unrecognized income tax benefits that, if recognized, would impact our effective income tax rate were approximately $108.3 million and $105.4 million, respectively. We regularly assess the adequacy of our provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes. As a result, we may adjust the reserves for unrecognized income tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation. Further, we believe that it is reasonably possible that the total amount of unrecognized income tax benefits at October 31, 2018 could decrease by approximately $4.2 million in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation. Such decreases may involve the payment of additional income taxes, the adjustment of deferred income taxes including the need for additional valuation allowances, and the recognition of income tax benefits.  Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. We also believe that it is reasonably possible that new issues may be raised by tax authorities or developments in tax audits may occur which would require increases or decreases to the balance of reserves for unrecognized income tax benefits; however, an estimate of such changes cannot reasonably be made.


11.
FAIR VALUE MEASUREMENTS
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of October 31, 2018 and January 31, 2018:
 
 
October 31, 2018
 
 
Fair Value Hierarchy Category
(in thousands)
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

Money market funds
 
$
52,640

 
$
—

 
$
—

Commercial paper
 
3,242

 
—

 
—

Foreign currency forward contracts
 
—

 
1,401

 
—

Interest rate swap agreements
 
—

 
4,747

 
—

Total assets
 
$
55,882

 
$
6,148

 
$
—

Liabilities:
 
 

 
 

 
 

Foreign currency forward contracts
 
$
—

 
$
4,518

 
$
—

Contingent consideration - business combinations
 
—

 
—

 
53,674

Option to acquire noncontrolling interests of consolidated subsidiaries
 
—

 
—

 
3,000

Total liabilities
 
$
—

 
$
4,518

 
$
56,674

 

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January 31, 2018
 
 
Fair Value Hierarchy Category
(in thousands)
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 

 
 

 
 

Money market funds
 
$
186

 
$
—

 
$
—

Short-term investments, classified as available-for-sale
 
—

 
2,002

 
—

Foreign currency forward contracts
 
—

 
3,682

 
—

Interest rate swap agreement
 
—

 
2,580

 
—

Total assets
 
$
186

 
$
8,264

 
$
—

Liabilities:
 
 

 
 

 
 

Foreign currency forward contracts
 
$
—

 
$
1,308

 
$
—

Contingent consideration - business combinations
 
—

 
—

 
62,829

Option to acquire noncontrolling interests of consolidated subsidiaries
 
—

 
—

 
2,950

Total liabilities
 
$
—

 
$
1,308

 
$
65,779


The following table presents the changes in the estimated fair values of our liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the nine months ended October 31, 2018 and 2017: 
 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Fair value measurement at beginning of period
 
$
62,829

 
$
52,733

Contingent consideration liabilities recorded for business combinations, including measurement period adjustments
 
8,969

 
9,100

Changes in fair values, recorded in operating expenses
 
(4,184
)
 
(3,769
)
Payments of contingent consideration
 
(13,600
)
 
(9,412
)
Foreign currency translation and other
 
(340
)
 
—

Fair value measurement at end of period
 
$
53,674

 
$
48,652

 
Our estimated liability for contingent consideration represents potential payments of additional consideration for business combinations, payable if certain defined performance goals are achieved. Changes in fair value of contingent consideration are recorded in the condensed consolidated statements of operations within selling, general and administrative expenses.

During the year ended January 31, 2017, we acquired two majority owned subsidiaries for which we hold an option to acquire the noncontrolling interests. We account for the option as an in-substance investment in the noncontrolling common stock of each such subsidiary. We include the fair value of the option within other liabilities and do not recognize noncontrolling interests in these subsidiaries. The following table presents the change in the estimated fair value of this liability, which is measured using Level 3 inputs, for the nine months ended October 31, 2018 and 2017: 
 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Fair value measurement at beginning of period
 
$
2,950

 
$
3,550

Change in fair value, recorded in operating expenses
 
50

 
(450
)
Fair value measurement at end of period
 
$
3,000

 
$
3,100

 
There were no transfers between levels of the fair value measurement hierarchy during the nine months ended October 31, 2018 and 2017.

Fair Value Measurements
 
Money Market Funds - We value our money market funds using quoted active market prices for such funds.

Short-term Investments, Corporate Debt Securities, and Commercial Paper - The fair values of short-term investments, as well as corporate debt securities and commercial paper classified as cash equivalents, are estimated using observable market prices for identical securities that are traded in less-active markets, if available. When observable market prices for identical securities

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are not available, we value these short-term investments using non-binding market price quotes from brokers which we review for reasonableness using observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model.

Foreign Currency Forward Contracts - The estimated fair value of foreign currency forward contracts is based on quotes received from the counterparties thereto. These quotes are reviewed for reasonableness by discounting the future estimated cash flows under the contracts, considering the terms and maturities of the contracts and market foreign currency exchange rates using readily observable market prices for similar contracts.

Interest Rate Swap Agreements - The fair value of our interest rate swap agreements are based in part on data received from the counterparty, and represents the estimated amount we would receive or pay to settle the agreements, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources.
 
Contingent Consideration - Business Combinations - The fair value of the contingent consideration related to business combinations is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. We remeasure the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within selling, general, and administrative expenses. Increases or decreases in discount rates would have inverse impacts on the related fair value measurements, while favorable or unfavorable changes in expectations of achieving performance targets would result in corresponding increases or decreases in the related fair value measurements. We utilized discount rates ranging from 3.0% to 6.0% in our calculations of the estimated fair values of our contingent consideration liabilities as of October 31, 2018. We utilized discount rates ranging from 3.0% to 5.0% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2018.

Option to Acquire Noncontrolling Interests of Consolidated Subsidiaries - The fair value of the option is determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. This fair value measurement is based upon significant inputs not observable in the market. We remeasure the fair value of the option at each reporting period, and any changes in fair value are recorded within selling, general, and administrative expenses. We utilized discount rates of 13.0% and 13.5% in our calculation of the estimated fair value of the option as of October 31, 2018 and January 31, 2018, respectively.

Other Financial Instruments
 
The carrying amounts of accounts receivable, contract assets, accounts payable, and accrued liabilities and other current liabilities approximate fair value due to their short maturities.
 
The estimated fair values of our term loan borrowings were $421 million and $425 million at October 31, 2018 and January 31, 2018. The estimated fair values of the term loans are based upon indicative bid and ask prices as determined by the agent responsible for the syndication of our term loans. We consider these inputs to be within Level 3 of the fair value hierarchy because we cannot reasonably observe activity in the limited market in which participations in our term loans are traded. The indicative prices provided to us as at each of October 31, 2018 and January 31, 2018 did not significantly differ from par value. The estimated fair value of our revolving credit borrowings, if any, is based upon indicative market values provided by one of our lenders. We had no revolving credit borrowings at October 31, 2018 and January 31, 2018.

The estimated fair values of our Notes were approximately $398 million and $389 million at October 31, 2018 and January 31, 2018, respectively. The estimated fair values of the Notes are determined based on quoted bid and ask prices in the over-the-counter market in which the Notes trade. We consider these inputs to be within Level 2 of the fair value hierarchy.
 
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
 
In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.


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12.
DERIVATIVE FINANCIAL INSTRUMENTS
 
Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes.
 
Foreign Currency Forward Contracts

Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Israeli shekel. We also periodically utilize foreign currency forward contracts to manage exposures resulting from forecasted customer collections to be remitted in currencies other than the applicable functional currency, and exposures from cash, cash equivalents and short-term investments denominated in currencies other than the applicable functional currency. These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk.

We held outstanding foreign currency forward contracts with notional amounts of $113.1 million and $153.5 million as of October 31, 2018 and January 31, 2018, respectively.

Interest Rate Swap Agreements

To partially mitigate risks associated with the variable interest rates on the term loan borrowings under the Prior Credit Agreement, in February 2016 we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution under which we pay interest at a fixed rate of 4.143% and receive variable interest of three-month LIBOR (subject to a minimum of 0.75%), plus a spread of 2.75%, on a notional amount of $200.0 million (the “2016 Swap”). Although the Prior Credit Agreement was terminated on June 29, 2017, the 2016 Swap agreement remains in effect, and serves as an economic hedge to partially mitigate the risk of higher borrowing costs under our 2017 Credit Agreement resulting from increases in market interest rates. Settlements with the counterparty under the 2016 Swap occur quarterly, and the 2016 Swap will terminate on September 6, 2019.

Prior to June 29, 2017, the 2016 Swap was designated as a cash flow hedge for accounting purposes. On June 29, 2017, concurrent with the execution of the 2017 Credit Agreement and termination of the Prior Credit Agreement, the 2016 Swap was no longer designated as a cash flow hedge for accounting purposes and, because occurrence of the specific forecasted variable cash flows which had been hedged by the 2016 Swap agreement was no longer probable, the $0.9 million fair value of the 2016 Swap at that date was reclassified from accumulated other comprehensive income (loss) into the condensed consolidated statement of operations as income within other income (expense), net. Ongoing changes in the fair value of the 2016 Swap agreement are now recognized within other income (expense), net in the condensed consolidated statement of operations.

In April 2018, we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution to partially mitigate risks associated with the variable interest rate on our 2017 Term Loan for periods following the termination of the 2016 Swap in September 2019, under which we will pay interest at a fixed rate of 2.949% and receive variable interest of three-month LIBOR (subject to a minimum of 0.00%), on a notional amount of $200.0 million (the “2018 Swap”). The effective date of the 2018 Swap is September 6, 2019, and settlements with the counterparty will occur on a quarterly basis, beginning on November 1, 2019. The 2018 Swap will terminate on June 29, 2024.

During the operating term of the 2018 Swap, if we elect three-month LIBOR at the periodic interest rate reset dates for at least $200.0 million of our 2017 Term Loan, the annual interest rate on that amount of the 2017 Term Loan will be fixed at 4.949% (including the impact of our current 2.00% interest rate margin on Eurodollar loans) for the applicable interest rate period.

The 2018 Swap is designated as a cash flow hedge and as such, changes in its fair value are recognized in accumulated other comprehensive income (loss) in the condensed consolidated balance sheet and are reclassified into the condensed statement of operations within interest expense in the periods in which the hedged transactions affect earnings.

Fair Values of Derivative Financial Instruments
 

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The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of October 31, 2018 and January 31, 2018 were as follows:
 
 
 
Fair Value at
 
 
 
October 31,
 
January 31,
(in thousands) 
Balance Sheet Classification
 
2018
 
2018
Derivative assets:
 
 
 
 
 
Foreign currency forward contracts:
 
 
 
 
 
   Designated as cash flow hedges
Prepaid expenses and other current assets
 
$
—

 
$
3,682

   Not designated as hedging instruments
Prepaid expenses and other current assets
 
1,401

 
—

Interest rate swap agreements:
 
 
 
 
 
   Designated as cash flow hedge
Other assets
 
1,878

 
—

   Not designated as hedging instrument
Prepaid expenses and other current assets
 
2,869

 
1,330

 
Other assets
 
—

 
1,250

      Total derivative assets
 
 
$
6,148

 
$
6,262

 
 
 
 
 
 
Derivative liabilities:
 
 
 
 
 
Foreign currency forward contracts:
 
 
 
 
 
   Designated as cash flow hedges
Accrued expenses and other current liabilities
 
$
4,518

 
$
—

   Not designated as hedging instruments
Accrued expenses and other current liabilities
 
—

 
1,061

 
Other liabilities
 
—

 
247

      Total derivative liabilities
 
 
$
4,518

 
$
1,308


Derivative Financial Instruments in Cash Flow Hedging Relationships

The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the condensed consolidated statements of operations for the three and nine months ended October 31, 2018 and 2017 were as follows:
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands) 
 
2018
 
2017
 
2018
 
2017
Net (losses) gains recognized in AOCL:
 
 
 
 
 
 
 
 
Foreign currency forward contracts
 
$
(1,591
)
 
$
743

 
$
(10,507
)
 
$
6,329

Interest rate swap agreement
 
1,266

 
—

 
1,878

 
(341
)
 
 
$
(325
)
 
$
743

 
$
(8,629
)
 
$
5,988

 
 
 
 
 
 
 
 
 
Net (losses) gains reclassified from AOCL to the condensed consolidated statements of operations:
 
 
 
 
 
 
 
 
Foreign currency forward contracts
 
$
(1,328
)
 
$
1,572

 
$
(2,308
)
 
$
4,446

Interest rate swap agreement
 
—

 
—

 
—

 
(254
)
 
 
$
(1,328
)
 
$
1,572

 
$
(2,308
)
 
$
4,192

 
For information regarding the line item locations of the net gains reclassified out of AOCL into the condensed consolidated condensed statements of operations, see Note 9, “Stockholders’ Equity”.

There were no gains or losses from ineffectiveness of these cash flow hedges recorded for the nine months ended October 31, 2017. Effective with our February 1, 2018 adoption of ASU No. 2017-12, ineffectiveness of cash flow hedges is no longer recognized. All of the foreign currency forward contracts underlying the $4.1 million of net unrealized losses recorded in our accumulated other comprehensive loss at October 31, 2018 mature within twelve months, and therefore we expect all such losses to be reclassified into earnings within the next twelve months.
 
Derivative Financial Instruments Not Designated as Hedging Instruments
 
Gains (losses) recognized on derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of operations for the three and nine months ended October 31, 2018 and 2017 were as follows: 

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Classification in Condensed Consolidated Statements of Operations
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
 
2018
 
2017
 
2018
 
2017
Foreign currency forward contracts
 
Other income (expense), net
 
$
930

 
$
257

 
$
2,828

 
$
(1,025
)
Interest rate swap agreements
 
Other income (expense), net
 
121

 
577

 
932

 
1,317

 
 
 
 
$
1,051

 
$
834

 
$
3,760

 
$
292



13.
STOCK-BASED COMPENSATION

Amended and Restated Stock-Based Compensation Plan

On June 22, 2017, our stockholders approved the Verint Systems Inc. Amended and Restated 2015 Long-Term Stock Incentive Plan (the “2017 Amended Plan”), which amended and restated the Verint Systems Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”). As with the 2015 Plan, the 2017 Amended Plan authorizes our board of directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, and performance compensation awards.

The 2017 Amended Plan amended and restated the 2015 Plan to, among other things, increase the number of shares available for issuance thereunder. Subject to adjustment as provided in the 2017 Amended Plan, up to an aggregate of (i) 7,975,000 shares of our common stock (on an option-equivalent basis), plus (ii) the number of shares of our common stock available for issuance under the 2015 Plan as of June 22, 2017, plus (iii) the number of shares of our common stock that become available for issuance as a result of awards made under the 2015 Plan or the 2017 Amended Plan that are forfeited, cancelled, exchanged, withheld or surrendered or terminate or expire, may be issued or transferred in connection with awards under the 2017 Amended Plan. Each stock option or stock-settled stock appreciation right granted under the 2017 Amended Plan will reduce the available plan capacity by one share and each other award will reduce the available plan capacity by 2.47 shares.

The 2017 Amended Plan expires on June 22, 2027.

Stock-Based Compensation Expense

We recognized stock-based compensation expense in the following line items on the condensed consolidated statements of operations for the three and nine months ended October 31, 2018 and 2017: 
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
Cost of revenue - product
 
$
410

 
$
384

 
$
915

 
$
1,090

Cost of revenue - service and support
 
957

 
1,813

 
3,243

 
4,778

Research and development, net
 
2,746

 
3,181

 
7,294

 
9,322

Selling, general and administrative
 
12,482

 
10,588

 
39,057

 
35,263

Total stock-based compensation expense
 
$
16,595

 
$
15,966

 
$
50,509

 
$
50,453


The following table summarizes stock-based compensation expense by type of award for the three and nine months ended October 31, 2018, and 2017:
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
Restricted stock units and restricted stock awards
 
$
14,187

 
$
14,201

 
$
44,179

 
$
42,951

Stock bonus program and bonus share program
 
2,394

 
1,840

 
6,273

 
7,446

Total equity-settled awards
 
16,581

 
16,041

 
50,452

 
50,397

Phantom stock units (cash-settled awards)
 
14

 
(75
)
 
57

 
56

Total stock-based compensation expense
 
$
16,595

 
$
15,966

 
$
50,509

 
$
50,453

 

36

Awards under our stock bonus and bonus share programs are accounted for as liability-classified awards, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of our common stock.

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

The following table (“Award Activity Table”) summarizes activity for RSUs, PSUs, and other stock awards that reduce available Plan capacity under the Plans for the nine months ended October 31, 2018:
(in thousands, except per share data)
 
Shares or Units
 
Weighted-Average Grant Date Fair Value
Outstanding, January 31, 2018
 
2,808

 
$
41.18

Granted
 
1,710

 
$
43.11

Released
 
(1,440
)
 
$
43.88

Forfeited
 
(222
)
 
$
40.98

Outstanding, October 31, 2018
 
2,856

 
$
41.03


With respect to our stock bonus program, activity presented in the table above only includes shares earned and released in consideration of the discount provided under that program. Consistent with the provisions of the Plans under which such shares are issued, other shares issued under the stock bonus program are not included in the table above because they do not reduce available plan capacity (since such shares are deemed to be purchased by the grantee at fair value in lieu of receiving an earned cash bonus). Activity presented in the table above includes all shares awarded and released under the bonus share program. Further details appear below under “Stock Bonus Program” and “Bonus Share Program”.

Our RSU awards may include a provision which allows the awards to be settled with cash payments upon vesting, rather than with delivery of common stock, at the discretion of our board of directors. As of October 31, 2018, for such awards that are outstanding, settlement with cash payments was not considered probable, and therefore these awards have been accounted for as equity-classified awards and are included in the table above.

The following table summarizes PSU activity in isolation under the Plans for the nine months ended October 31, 2018 and 2017 (these amounts are already included in the Award Activity Table above for 2018):
 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Beginning balance
 
506

 
438

Granted
 
228

 
204

Released
 
(139
)
 
(50
)
Forfeited
 
(83
)
 
(86
)
Ending balance
 
512

 
506


Excluding PSUs, we granted 1,482,000 RSUs during the nine months ended October 31, 2018.

As of October 31, 2018, there was approximately $78.5 million of total unrecognized compensation expense, net of estimated forfeitures, related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.8 years.

Stock Bonus Program

Our stock bonus program permits eligible employees to receive a portion of their earned bonuses, otherwise payable in cash, in the form of discounted shares of our common stock. Executive officers are eligible to participate in this program to the extent

37

that shares remain available for awards following the enrollment of all other participants. Shares awarded to executive officers with respect to the discount feature of the program are subject to a one-year vesting period. This program is subject to annual funding approval by our board of directors and an annual cap on the number of shares that can be issued. Subject to these limitations, the number of shares to be issued under the program for a given year is determined using a five-day trailing average price of our common stock when the awards are calculated, reduced by a discount determined by the board of directors each year (the “discount”). To the extent that this program is not funded in a given year or the number of shares of common stock needed to fully satisfy employee enrollment exceeds the annual cap, the applicable portion of the employee bonuses will generally revert to being paid in cash. Obligations under this program are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known at inception of the obligation, to be settled with a variable number of shares of common stock determined using a discounted average price of our common stock.

The following table summarizes activity under the stock bonus program during the nine months ended October 31, 2018 and 2017 in isolation. As noted above, shares issued in respect of the discount feature under the program reduce available plan capacity and are included in the Award Activity Table above. Other shares issued under the program do not reduce available plan capacity and are therefore excluded from the Award Activity Table above.

 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Shares in lieu of cash bonus - granted and released
 
19

 
21

Shares in respect of discount:
 
 
 
 
Granted
 
—

 
—

Released
 
—

 
—


Awards under the stock bonus program for the performance period ended January 31, 2018 consisted of shares earned in respect of executive officer incentive plans without a discount, and were issued during the three months ended October 31, 2018.

In March 2018, our board of directors approved up to 125,000 shares of common stock, and a discount of 15%, for awards under our stock bonus program for the year ending January 31, 2019.
 
Bonus Share Program

Under our bonus share program, we may provide discretionary bonuses to employees or pay earned bonuses that are outside the stock bonus program in the form of shares of common stock. Unlike the stock bonus program, there is no enrollment for this program and no discount feature. Similar to the accounting for the stock bonus program, obligations for these bonuses are accounted for as liabilities, because the obligations are based predominantly on fixed monetary amounts that are generally known, to be settled with a variable number of shares of common stock.

For bonuses in respect of the year ended January 31, 2018, the board of directors approved the use of up to 300,000 shares of common stock under this program, reduced by any shares used under the stock bonus program in respect of the performance period ended January 31, 2018. Some of the shares awarded in respect of the bonus share program for the year ended January 31, 2018 were issued during the three months ended July 31, 2018. The remaining shares awarded were issued during the three months ended October 31, 2018.

For bonuses in respect of the year ending January 31, 2019, the board of directors has approved the use of up to 300,000 shares of common stock under this program, reduced by any shares used under the stock bonus program in respect of the performance period ending January 31, 2019.

The combined accrued liabilities for the stock bonus program and the bonus share program were $6.6 million and $9.2 million at October 31, 2018 and January 31, 2018, respectively.


14.
COMMITMENTS AND CONTINGENCIES

Warranty Liability


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The following table summarizes the activity in our warranty liability, which is included in accrued expenses and other liabilities in the condensed consolidated balance sheets, for the nine months ended October 31, 2018 and 2017:
 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Warranty liability at beginning of period
 
$
551

 
$
962

Provision charged (credited) to expenses
 
103

 
(84
)
Warranty charges
 
(202
)
 
(219
)
Foreign currency translation and other
 
(11
)
 
—

Warranty liability at end of period
 
$
441

 
$
659


Legal Proceedings

On March 26, 2009, legal actions were commenced by Ms. Orit Deutsch, a former employee of our subsidiary, Verint Systems Limited (“VSL”), against VSL in the Tel Aviv Regional Labor Court (Case Number 4186/09) (the “Deutsch Labor Action”) and against CTI in the Tel Aviv District Court (Case Number 1335/09) (the “Deutsch District Action”). In the Deutsch Labor Action, Ms. Deutsch filed a motion to approve a class action lawsuit on the grounds that she purported to represent a class of our employees and former employees who were granted Verint and CTI stock options and were allegedly damaged as a result of the suspension of option exercises during the period from March 2006 through March 2010, during which we did not make periodic filings with the SEC as a result of certain internal and external investigations and reviews of accounting matters discussed in our prior public filings. In the Deutsch District Action, in addition to a small amount of individual damages, Ms. Deutsch was seeking to certify a class of plaintiffs who were allegedly damaged due to their inability to exercise Verint and CTI stock options as a result of alleged negligence by CTI in its financial reporting. The class certification motions did not specify an amount of damages. On February 8, 2010, the Deutsch Labor Action was dismissed for lack of material jurisdiction and was transferred to the Tel Aviv District Court and consolidated with the Deutsch District Action.

On March 16, 2009 and March 26, 2009, respectively, legal actions were commenced by Ms. Roni Katriel, a former employee of CTI’s former subsidiary, Comverse Limited, against Comverse Limited in the Tel Aviv Regional Labor Court (Case Number 3444/09) (the “Katriel Labor Action”) and against CTI in the Tel Aviv District Court (Case Number 1334/09) (the “Katriel District Action”). In the Katriel Labor Action, Ms. Katriel was seeking to certify a class of plaintiffs who were granted CTI stock options and were allegedly damaged as a result of the suspension of option exercises during an extended filing delay period affecting CTI’s periodic reporting discussed in CTI’s historical SEC filings. In the Katriel District Action, in addition to a small amount of individual damages, Ms. Katriel was seeking to certify a class of plaintiffs who were allegedly damaged due to their inability to exercise CTI stock options as a result of alleged negligence by CTI in its financial reporting. The class certification motions did not specify an amount of damages. On March 2, 2010, the Katriel Labor Action was transferred to the Tel Aviv District Court, based on an agreed motion filed by the parties requesting such transfer.

On April 4, 2012, Ms. Deutsch and Ms. Katriel filed an uncontested motion to consolidate and amend their claims and on June 7, 2012, the District Court allowed Ms. Deutsch and Ms. Katriel to file the consolidated class certification motion and an amended consolidated complaint against VSL, CTI, and Comverse Limited. Following CTI’s announcement of its intention to effect the distribution of all of the issued and outstanding shares of capital stock of its former subsidiary, Comverse, Inc. (the “Comverse Share Distribution”), on July 12, 2012, the plaintiffs filed a motion requesting that the District Court order CTI to set aside up to $150.0 million in assets to secure any future judgment. The District Court ruled at such time that it would not decide this motion until the Deutsch and Katriel class certification motion was heard. Plaintiffs initially filed a motion to appeal this ruling in August 2012, but subsequently withdrew it in July 2014.

Prior to the consummation of the Comverse Share Distribution, CTI either sold or transferred substantially all of its business operations and assets (other than its equity ownership interests in us and its then-subsidiary, Comverse, Inc.) to Comverse, Inc. or unaffiliated third parties. On October 31, 2012, CTI completed the Comverse Share Distribution, in which it distributed all of the outstanding shares of common stock of Comverse, Inc. to CTI’s shareholders. As a result of the Comverse Share Distribution, Comverse, Inc. became an independent company and ceased to be a wholly owned subsidiary of CTI, and CTI ceased to have any material assets other than its equity interest in us. As of February 28, 2017, Mavenir Inc. became successor-in-interest to Comverse, Inc.

On February 4, 2013, we merged with CTI. As a result of the merger, we have assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the Deutsch District Action and the Katriel District Action. However, under the terms of the Distribution Agreement between CTI and Comverse, Inc. relating to the Comverse share distribution, we, as

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Table of Contents

successor to CTI, are entitled to indemnification from Comverse, Inc. (now Mavenir) for any losses we suffer in our capacity as successor-in-interest to CTI in connection with the Deutsch District Action and the Katriel District Action.

Following an unsuccessful mediation process, the proceeding before the District Court resumed. On August 28, 2016, the District Court (i) denied the plaintiffs’ motion to certify the suit as a class action with respect to all claims relating to Verint stock options and (ii) approved the plaintiffs’ motion to certify the suit as a class action with respect to claims of current or former employees of Comverse Limited (now Mavenir) or VSL who held unexercised CTI stock options at the time CTI suspended option exercises. The court also ruled that the merits of the case and any calculation of damages would be evaluated under New York law.

On December 15, 2016, CTI filed with the Supreme Court a motion for leave to appeal the District Court’s August 28, 2016 ruling. The plaintiffs did not file an appeal of the District Court’s August 28, 2016 ruling. On February 5, 2017, the District Court approved the plaintiffs’ motion to appoint a new representative plaintiff, Mr. David Vaaknin, for the current or former employees of VSL who held unexercised CTI stock options at the time CTI suspended option exercises in replacement of Ms. Deutsch.

On August 8, 2017, the Supreme Court partially allowed CTI’s appeal and ordered the case to be returned to the District Court to determine whether a cause of action exists in this case under New York law, based on CTI’s previously submitted expert opinion and the opinion of any expert the plaintiffs elect to introduce.

On November 28, 2017, the plaintiffs submitted an expert opinion regarding New York law. On January 3, 2018, CTI filed a motion to dismiss the motion to certify the class action on the basis that the New York law opinion submitted by the plaintiffs did not directly address the causes of action in question, or alternatively, to dismiss the portions of the opinion that did not specifically relate to CTI’s expert opinion. On January 22, 2018, the court ruled that the plaintiffs should submit a motion to amend their class certification motion and that CTI’s motion to dismiss would remain pending. Based on input from the court, the parties have agreed to enter into a further round of mediation in an effort to settle the matter, which remains ongoing.

From time to time we or our subsidiaries may be involved in legal proceedings and/or litigation arising in the ordinary course of our business. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any current claims will have a material effect on our consolidated financial position, results of operations, or cash flows.


15.
SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the enterprise’s chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is our CODM.

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

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

Segment revenue includes adjustments associated with revenue of acquired companies which are not recognizable within GAAP revenue. These adjustments primarily relate to the acquisition-date excess of the historical carrying value over the fair value of acquired companies’ future maintenance and service performance obligations. As the obligations are satisfied, we report our segment revenue using the historical carrying values of these obligations, which we believe better reflects our ongoing maintenance and service revenue streams, whereas GAAP revenue is reported using the obligations’ acquisition-date fair values. Segment revenue adjustments can also result from aligning an acquired company’s historical revenue recognition policies to our policies.

Segment contribution includes segment revenue and expenses incurred directly by the segment, including material costs, service costs, research and development, selling, marketing, and certain administrative expenses. When determining segment contribution, we do not allocate certain operating expenses which are provided by shared resources or are otherwise generally

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not controlled by segment management. These expenses are reported as “Shared support expenses” in our table of segment operating results, the majority of which are expenses for administrative support functions, such as information technology, human resources, finance, legal, and other general corporate support, and for occupancy expenses. These unallocated expenses also include procurement, manufacturing support, and logistics expenses.

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

Revenue from transactions between our operating segments is not material.

Operating results by segment for the three and nine months ended October 31, 2018 and 2017 were as follows:

 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 

 
 

 
 
 
 
Customer Engagement
 
 

 
 

 
 
 
 
Segment revenue
 
$
201,448

 
$
184,506

 
$
593,556

 
$
542,708

Revenue adjustments
 
(3,981
)
 
(2,916
)
 
(8,826
)
 
(11,065
)
 
 
197,467

 
181,590

 
584,730

 
531,643

Cyber Intelligence
 
 

 
 

 
 
 
 
Segment revenue
 
106,540

 
99,254

 
314,880

 
285,024

Revenue adjustments
 
(24
)
 
(118
)
 
(93
)
 
(169
)
 
 
106,516

 
99,136

 
314,787

 
284,855

Total revenue
 
$
303,983

 
$
280,726

 
$
899,517

 
$
816,498

 
 
 
 
 
 
 
 
 
Segment contribution:
 
 

 
 

 
 
 
 
Customer Engagement
 
$
79,593

 
$
70,768

 
$
225,154

 
$
195,756

Cyber Intelligence
 
29,193

 
23,160

 
74,964

 
62,402

Total segment contribution
 
108,786

 
93,928

 
300,118

 
258,158

 
 
 
 
 
 
 
 
 
Reconciliation of segment contribution to operating income (loss):
 
 

 
 

 
 
 
 
Revenue adjustments
 
4,005

 
3,034

 
8,919

 
11,234

Shared support expenses
 
39,585

 
38,150

 
121,390

 
114,022

Amortization of acquired intangible assets
 
13,518

 
16,230

 
41,600

 
54,973

Stock-based compensation
 
16,595

 
15,966

 
50,509

 
50,453

Acquisition, integration, restructuring, and other unallocated expenses
 
1,413

 
2,736

 
7,017

 
15,103

Total reconciling items, net
 
75,116

 
76,116

 
229,435

 
245,785

Operating income (loss)
 
$
33,670

 
$
17,812

 
$
70,683

 
$
12,373


With the exception of goodwill and acquired intangible assets, we do not identify or allocate our assets by operating segment.  Consequently, it is not practical to present assets by operating segment. The allocations of goodwill and acquired intangible assets by operating segment appear in Note 6, “Intangible Assets and Goodwill”.


Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following management’s discussion and analysis is provided to assist readers in understanding our financial condition, results of operations, and cash flows. This discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended January 31, 2018 and our unaudited condensed consolidated financial statements and notes thereto contained in this report. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and all of which could be affected by

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uncertainties and risks. Our actual results may differ materially from the results contemplated in these forward-looking statements as a result of many factors including, but not limited to, those described under “Cautionary Note on Forward-Looking Statements”.


Overview

Our Business

Verint is a global leader in Actionable Intelligence solutions. Actionable Intelligence is a necessity in a dynamic world of massive information growth because it empowers organizations with crucial insights and enables decision makers to anticipate, respond, and take action. With Verint solutions and value-added services, organizations of all sizes and across many industries can make more informed, timely, and effective decisions. Today, over 10,000 organizations in more than 180 countries, including over 85 percent of the Fortune 100, use Verint solutions to optimize customer engagement and make the world a safer place.

We have established leadership positions in Actionable Intelligence by developing highly-scalable, enterprise-class software and services with advanced, integrated analytics for both structured and unstructured information. Our innovative solutions are developed by a large research and development (“R&D”) team comprised of approximately 1,800 professionals and backed by close to 1,000 patents and patent applications worldwide.

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

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

Generally, we make business decisions by evaluating the risks and rewards of the opportunities available to us in the markets served by each of our segments. We view each operating segment differently and allocate capital, personnel, resources, and management attention accordingly. In reviewing each operating segment, we also review the performance of that segment by geography. Our marketing and sales strategies, expansion opportunities, and product offerings may differ materially within a particular segment geographically, as may our allocation of resources between segments. When making decisions regarding investments in our business, capital expenditures, or other decisions that may affect our profitability, we also consider the leverage ratio in our revolving credit facility. See “— Liquidity and Capital Resources” for more information.

Key Trends and Factors That May Impact our Performance

We see the following trends and factors which may impact our performance:

Customer Engagement

•
Many organizations have significant investments in existing legacy systems that they wish to protect. Our open portfolio is designed to easily integrate into customers’ current and evolving technology environments, and easily share data across the organization. Our open portfolio is also compatible with leading providers of contact center communications products, which provides organizations flexibility to select the most suitable solutions for their contact centers, while leveraging Verint’s portfolio for both the contact center and enterprise. We believe this compatibility is particularly important now as the contact center communications market is evolving with new entrants offering disruptive approaches to communications.

•
Many organizations are looking to modernize their legacy customer engagement operations by transitioning to the cloud, adopting modern architectures that facilitate the orchestration of disparate systems and the sharing of data across enterprise functions. We offer organizations a smooth transition to the cloud, and through our hybrid cloud model, organizations can deploy solutions from our portfolio in cloud and perpetual license models, or combinations

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of these models. Organizations are looking for solutions that incorporate machine learning and analytics to automate work and reduce manual labor. Our solutions enable organizations to draw on the power of automation to reduce repetitive, manual tasks, increase employee efficiency, and lower cost. Our growth will be impacted by the rate of adoption of our new solutions and the rate of market saturation for our more mature legacy solutions.

Cyber Intelligence

•
Security and intelligence organizations are finding it more difficult to detect, investigate and neutralize threats. Many of these organizations are seeking to deploy more advanced data mining solutions that can help them capture and analyze data from multiple sources to effectively and efficiently address the challenge of the increased complexity and sophistication of today’s security threats and encrypted communications. Verint has a long history of working closely with leading security organizations around the world and has designed its data mining software portfolio based on a deep understanding of our customers’ needs, proven intelligence methodologies and deep domain expertise in an effort to help them address these constantly evolving challenges. Our growth will be impacted by our ability to innovate and work with customers to address the more complex security and intelligence challenges.

•
Many security organizations are seeking advanced data mining solutions that automate functions historically performed manually to improve the quality and speed of investigations and intelligence production. These organizations are also increasingly seeking artificial intelligence and other advanced data analysis tools such as predictive intelligence to gain intelligence faster with fewer analysts and data scientists, especially given the shortage of qualified personnel in today’s market. Our growth will be impacted by our ability to leverage automation and predictive intelligence technologies to improve the quality and speed of investigations and intelligence production.

Critical Accounting Policies and Estimates

Note 1, “Summary of Significant Accounting Policies” to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2018 describes the significant accounting policies and methods used in the preparation of the condensed consolidated financial statements appearing in this report. The accounting policies that reflect our more significant estimates, judgments and assumptions in the preparation of our condensed consolidated financial statements are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended January 31, 2018, and include the following:

•
Revenue recognition;
•
Allowance for doubtful accounts;
•
Accounting for business combinations;
•
Impairment of goodwill and other intangible assets;
•
Income taxes;
•
Contingencies;
•
Accounting for stock-based compensation; and
•
Cost of revenue.

On February 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective method applied to those contracts that were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under ASU No. 2014-09, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under prior guidance. For additional information regarding the adoption of this accounting standard, please refer to Note 2, “Revenue Recognition” to our condensed consolidated financial statements in Part I, Item 1 of this report.

Please refer to Note 1, “Basis of Presentation and Significant Accounting Policies” in the notes to condensed consolidated financial statements in Part I, Item 1 of this report under the headings “Goodwill, Other Acquired Intangible Assets, and Long-Lived Assets” and “Other Recently Adopted Accounting Standards” for additional changes to our critical accounting policies and estimates during the nine months ended October 31, 2018.


Results of Operations
 
Seasonality and Cyclicality
 

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

Overview of Operating Results
 
The following table sets forth a summary of certain key financial information for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
(in thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
Revenue
 
$
303,983

 
$
280,726

 
$
899,517

 
$
816,498

Operating income
 
$
33,670

 
$
17,812

 
$
70,683

 
$
12,373

Net income (loss) attributable to Verint Systems Inc.
 
$
18,920

 
$
2,489

 
$
38,685

 
$
(23,724
)
Net income (loss) per common share attributable to Verint Systems Inc.:
 
 

 
 
 
 
 
 
   Basic
 
$
0.29

 
$
0.04

 
$
0.60

 
$
(0.38
)
   Diluted
 
$
0.29

 
$
0.04

 
$
0.59

 
$
(0.38
)

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Our revenue increased approximately $23.3 million, or 8%, to $304.0 million in the three months ended October 31, 2018 from $280.7 million in the three months ended October 31, 2017. The increase consisted of a $16.9 million increase in product revenue and a $6.4 million increase in service and support revenue. In our Customer Engagement segment, revenue increased $15.9 million, or approximately 9%, from $181.6 million in the three months ended October 31, 2017 to $197.5 million in the three months ended October 31, 2018. The increase consisted of an $11.0 million increase in product revenue and a $4.9 million increase in service and support revenue. In our Cyber Intelligence segment, revenue increased approximately $7.4 million, or 7%, from $99.1 million in the three months ended October 31, 2017 to $106.5 million in the three months ended October 31, 2018. The increase consisted of a $5.9 million increase in product revenue and a $1.5 million increase in service and support revenue. For additional details on our revenue by segment, see “—Revenue by Operating Segment”.  Revenue in the Americas, in Europe, the Middle East and Africa (“EMEA”), and in the Asia-Pacific (“APAC”) regions represented approximately 55%, 26%, and 19% of our total revenue, respectively, in the three months ended October 31, 2018, compared to approximately 52%, 32%, and 16%, respectively, in the three months ended October 31, 2017. Further details of changes in revenue are provided below.

We reported operating income of $33.7 million in the three months ended October 31, 2018 compared to operating income of $17.8 million in the three months ended October 31, 2017.  The increase was primarily due to a $23.4 million increase in gross profit, from $169.3 million to $192.7 million, partially offset by a $7.6 million increase in operating expenses, from $151.5 million to $159.1 million. The increase in operating expenses consisted of a $4.4 million increase in net research and development expenses, a $2.6 million increase in selling, general and administrative expenses, and a $0.6 million increase in amortization of other acquired intangible assets. Further details of changes in operating income are provided below.

Net income attributable to Verint Systems Inc. was $18.9 million, and diluted net income per common share was $0.29, in the three months ended October 31, 2018 compared to net income attributable to Verint Systems Inc. of $2.5 million, and diluted net income per common share of $0.04, in the three months ended October 31, 2017. These improved operating results in the three months ended October 31, 2018 were primarily due to a $15.9 million increase in operating income described above, a $0.9 million decrease in total other expense, net, and a $0.3 million decrease in provision for income taxes, partially offset by a $0.7 million increase in net income attributable to our noncontrolling interests. Further details of these changes are provided below.

A portion of our business is conducted in currencies other than the U.S. dollar, and therefore our revenue and operating expenses are affected by fluctuations in applicable foreign currency exchange rates.  When comparing average exchange rates

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for the three months ended October 31, 2018 to average exchange rates for the three months ended October 31, 2017, the U.S. dollar strengthened relative to the euro, British pound sterling, Brazilian real, Australian dollar, and Singapore dollar, resulting in an overall decrease in our revenue, cost of revenue, and operating expenses on a U.S. dollar-denominated basis. For the three months ended October 31, 2018, had foreign currency exchange rates remained unchanged from rates in effect for the three months ended October 31, 2017, our revenue would have been approximately $2.9 million higher and our cost of revenue and operating expenses on a combined basis would have been approximately $0.3 million higher, which would have resulted in a $2.6 million increase in our operating income.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Our revenue increased approximately $83.0 million, or 10%, to $899.5 million in the nine months ended October 31, 2018 from $816.5 million in the nine months ended October 31, 2017. The increase consisted of a $48.5 million increase in product revenue and a $34.5 million increase in service and support revenue. In our Customer Engagement segment, revenue increased $53.1 million, or approximately 10%, from $531.6 million in the nine months ended October 31, 2017 to $584.7 million in the nine months ended October 31, 2018. The increase consisted of a $33.7 million increase in product revenue and a $19.4 million increase in service and support revenue. In our Cyber Intelligence segment, revenue increased approximately $29.9 million, or 11%, from $284.9 million in the nine months ended October 31, 2017 to $314.8 million in the nine months ended October 31, 2018. The increase consisted of a $15.1 million increase in service and support revenue and a $14.8 million increase in product revenue. For additional details on our revenue by segment, see “—Revenue by Operating Segment”.  Revenue in the Americas, EMEA, and in APAC regions represented approximately 53%, 26%, and 21% of our total revenue, respectively, in the nine months ended October 31, 2018, compared to approximately 53%, 31%, and 16%, respectively, in the nine months ended October 31, 2017. Further details of changes in revenue are provided below.

We reported operating income of $70.7 million in the nine months ended October 31, 2018 compared to operating income of $12.4 million in the nine months ended October 31, 2017.  The increase was primarily due to a $77.3 million increase in gross profit, from $483.6 million to $560.9 million, partially offset by a $19.0 million increase in operating expenses, from $471.2 million to $490.2 million. The increase in operating expenses consisted of a $14.1 million increase in net research and development expenses and a $8.9 million increase in selling, general and administrative expenses, partially offset by a $4.0 million decrease in amortization of other acquired intangible assets. Further details of changes in operating income are provided below.

Net income attributable to Verint Systems Inc. was $38.7 million, and diluted net income per common share was $0.59, in the nine months ended October 31, 2018 compared to a net loss attributable to Verint Systems Inc. of $23.7 million, and a net loss per common share of $0.38, in the nine months ended October 31, 2017.  These improved operating results in the nine months ended October 31, 2018 were primarily due to a $58.3 million increase in operating income described above, and a $7.3 million decrease in provision for income taxes, partially offset by a $2.0 million increase in total other expense, net, and a $1.2 million increase in net income attributable to our noncontrolling interests. Further details of these changes are provided below.

A portion of our business is conducted in currencies other than the U.S. dollar, and therefore our revenue and operating expenses are affected by fluctuations in applicable foreign currency exchange rates. When comparing average exchange rates for the nine months ended October 31, 2018 to average exchange rates for the nine months ended October 31, 2017, the U.S. dollar weakened relative to the euro, British pound sterling, Singapore dollar and our Israeli shekel rate (hedged and unhedged), resulting in an overall increase in our revenue, cost of revenue, and operating expenses on a U.S. dollar-denominated basis. For the nine months ended October 31, 2018, had foreign currency exchange rates remained unchanged from rates in effect for the nine months ended October 31, 2017, our revenue would have been approximately $4.1 million lower and our cost of revenue and operating expenses on a combined basis would have been approximately $11.4 million lower, which would have resulted in a $7.3 million increase in our operating income.

As of October 31, 2018, we employed approximately 5,700 professionals, including part-time employees and certain contractors, as compared to approximately 5,000 at October 31, 2017.

Revenue by Operating Segment
 
As described in Note 2, “Revenue Recognition” to our condensed consolidated financial statements in Part I, Item 1 of this report, calculated revenue for the three and nine months ended October 31, 2018 without the adoption of ASU No. 2014-09 would have been lower than the revenue we are reporting under the new accounting guidance. However, the lower calculated revenue results not only from the impact of the new accounting guidance, but also from changes we made to our business practices in anticipation, and as a result, of the new accounting guidance. These business practice changes adversely impact the calculation of revenue under the prior accounting guidance and include, among other things, the way we manage our professional services projects, offer and deploy our solutions, structure certain customer contracts, and make pricing

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decisions. While the many variables, required assumptions, and other complexities associated with these business practice changes make it impractical to precisely quantify the impact of these changes, we believe that calculated revenue under the prior accounting guidance, but absent these business practice changes, would have been closer to the revenue we are reporting under the new accounting guidance.
The following table sets forth revenue for each of our two operating segments for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Customer Engagement
 
$
197,467

 
$
181,590

 
9%
 
$
584,730

 
$
531,643

 
10%
Cyber Intelligence
 
106,516

 
99,136

 
7%
 
314,787

 
284,855

 
11%
Total revenue
 
$
303,983

 
$
280,726

 
8%
 
$
899,517

 
$
816,498

 
10%
 
Customer Engagement Segment

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Customer Engagement revenue increased approximately $15.9 million, or 9%, from $181.6 million in the three months ended October 31, 2017 to $197.5 million in the three months ended October 31, 2018. The increase consisted of an $11.0 million increase in product revenue and a $4.9 million increase in service and support revenue. The application of ASU No. 2014-09 primarily resulted in differences in the timing and amount of revenue recognition for term-based licenses, minimum guaranteed amounts related to usage-based licenses, and professional services for which payment is contingent upon the achievement of milestones. Excluding the impact of ASU No. 2014-09, Customer Engagement revenue increased approximately $16.2 million, or 9%, from $181.6 million in the three months ended October 31, 2017 to $197.8 million in the three months ended October 31, 2018, consisting of a $11.2 million increase in product revenue and a $5.0 million increase in service and support revenue. Under either accounting standard, the increase in product revenue primarily reflects a higher aggregate value of executed perpetual and term-based license arrangements, which comprises the majority of our product revenue and which can fluctuate from period to period. The increase in service and support revenue was primarily attributable to an increase in our customer installed base, and the related support revenue generated from this customer base and an increase in professional services revenue related to customer implementations.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Customer Engagement revenue increased approximately $53.1 million, or 10%, from $531.6 million in the nine months ended October 31, 2017 to $584.7 million in the nine months ended October 31, 2018. The increase consisted of a $33.7 million increase in product revenue and a $19.4 million increase in service and support revenue. The application of ASU No. 2014-09 primarily resulted in differences in the timing and amount of revenue recognition for term-based licenses, minimum guaranteed amounts related to usage-based licenses, and professional services for which payment is contingent upon the achievement of milestones. Excluding the impact of ASU No. 2014-09, Customer Engagement revenue increased approximately $30.9 million, or 6%, from $531.6 million in the nine months ended October 31, 2017 to $562.5 million in the nine months ended October 31, 2018, consisting of a $20.2 million increase in product revenue and a $10.7 million increase in service and support revenue. As noted at the top of this section, as a result of the adoption of ASU No. 2014-09, we made certain changes to our Customer Engagement contracting and business processes that would have otherwise not occurred under the prior revenue recognition guidance and we believe that absent these changes, revenue under the prior accounting guidance would have been closer to the revenue we are reporting under the new accounting guidance. Under either accounting standard, the increase in product revenue primarily reflects a higher aggregate value of executed perpetual and term-based license arrangements, which comprises the majority of our product revenue and which can fluctuate from period to period. The increase in service and support revenue was primarily attributable to an increase in our customer installed base, and the related support revenue generated from this customer base and an increase in professional services revenue related to customer implementations.

Cyber Intelligence Segment
 
Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Cyber Intelligence revenue increased approximately $7.4 million, or 7%, from $99.1 million in the three months ended October 31, 2017 to $106.5 million in the three months ended October 31, 2018. The increase consisted of a $5.9 million increase in product revenue and a $1.5 million increase in service and support revenue. The increase in product revenue was due to an increase in product deliveries and growth in our subscription offerings, partially offset by a decrease in progress realized during the current period on long-term projects with revenue recognized over time using the percentage of completion (“POC”) method. The increase in service

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and support revenue was primarily attributable to an increase in support revenue from existing customers and an increase in revenue from our SaaS offerings, partially offset by a decrease in progress realized during the current year on long-term projects for which revenue is recognized over time using the POC method. The application of ASU No. 2014-09 primarily resulted in differences in the timing and amount of revenue recognition for software licenses in the three months ended October 31, 2018. Excluding the impact of ASU No. 2014-09, Cyber Intelligence revenue increased approximately $5.2 million, or 5%, from $99.1 million in the three months ended October 31, 2017 to $104.3 million in the three months ended October 31, 2018. As a result of the adoption of the new revenue recognition accounting standard, we made certain changes to our Cyber Intelligence software licensing offerings that would have otherwise not occurred under prior revenue recognition guidance. Please refer to the note at the top of this section regarding the adoption of ASU No. 2014-09. 

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Cyber Intelligence revenue increased approximately $29.9 million, or 11%, from $284.9 million in the nine months ended October 31, 2017 to $314.8 million in the nine months ended October 31, 2018. The increase consisted of a $15.1 million increase in service and support revenue and a $14.8 million increase in product revenue. The increase in service and support revenue was primarily attributable to an increase in support revenue from existing customers and an increase in revenue from our SaaS offerings, partially offset by a decrease in progress realized during the current year on long-term projects for which revenue is recognized over time using the POC method. The increase in product revenue was primarily due to the adoption of ASU No. 2014-09 which resulted in differences in the timing and amount of revenue recognition for software licenses and a long-term customization project that was accepted by the customer during the nine months ended October 31, 2018, which had been previously recognized under prior revenue recognition accounting standards and an increase in product deliveries, partially offset by a decrease in progress realized during the current period on long-term projects with revenue recognized over time using the POC method. Excluding the impact of ASU No. 2014-09, Cyber Intelligence revenue increased approximately $15.4 million, or 5%, from $284.9 million in the nine months ended October 31, 2017 to $300.3 million in the nine months ended October 31, 2018. The increase consisted of a $14.6 million increase in service and support revenue and a $.8 million increase in product revenue. As noted at the top of this section, as a result of the adoption of ASU No. 2014-09, we made certain changes to our Cyber Intelligence software licensing offerings that would have otherwise not occurred under the prior revenue recognition and we believe that absent these changes, revenue under the prior accounting guidance would have been closer to the revenue we are reporting under the new accounting guidance.

Volume and Price
 
We sell products in multiple configurations, and the price of any particular product varies depending on the configuration of the product sold. Due to the variety of customized configurations for each product we sell, we are unable to quantify the amount of any revenue changes attributable to a change in the price of any particular product and/or a change in the number of products sold.
 
Product Revenue and Service and Support Revenue
 
We derive and report our revenue in two categories: (a) product revenue, including licensing of software products and sale of hardware products (which include software that works together with the hardware to deliver the product’s essential functionality), and (b) service and support revenue, including revenue from installation services, post-contract customer support, project management, hosting services, SaaS, product warranties, consulting services, and training services. 

The following table sets forth product revenue and service and support revenue for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018

2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Product revenue
 
$
111,670

 
$
94,827

 
18%
 
$
327,576

 
$
279,056

 
17%
Service and support revenue
 
192,313

 
185,899

 
3%
 
571,941

 
537,442

 
6%
Total revenue
 
$
303,983

 
$
280,726

 
8%
 
$
899,517

 
$
816,498

 
10%
 
Product Revenue

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Product revenue increased approximately $16.9 million, or 18%, from $94.8 million for the three months ended October 31, 2017 to $111.7 million for the

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three months ended October 31, 2018, resulting from an $11.0 million increase in our Customer Engagement segment and a $5.9 million increase in our Cyber Intelligence segment.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Product revenue increased approximately $48.5 million, or 17%, from $279.1 million for the nine months ended October 31, 2017 to $327.6 million for the nine months ended October 31, 2018, resulting from a $33.7 million increase in our Customer Engagement segment and a $14.8 million increase in our Cyber Intelligence segment.

For additional information see “—Revenue by Operating Segment”.
 
Service and Support Revenue
 
Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Service and support revenue increased approximately $6.4 million, or 3%, from $185.9 million for the three months ended October 31, 2017 to $192.3 million for the three months ended October 31, 2018. This increase was the result of a $4.9 million increase in our Customer Engagement segment and a $1.5 million increase in our Cyber Intelligence segment.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Service and support revenue increased approximately $34.5 million, or 6%, from $537.4 million for the nine months ended October 31, 2017 to $571.9 million for the nine months ended October 31, 2018. This increase was the result of a $19.4 million increase in our Customer Engagement segment and a $15.1 million increase in our Cyber Intelligence segment.

For additional information see “— Revenue by Operating Segment”.

Cost of Revenue
 
The following table sets forth cost of revenue by product and service and support, as well as amortization of acquired technology for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Cost of product revenue
 
$
33,124

 
$
32,840

 
1%
 
$
100,917

 
$
98,708

 
2%
Cost of service and support revenue
 
72,182

 
69,383

 
4%
 
218,842

 
205,928

 
6%
Amortization of acquired technology
 
5,933

 
9,182

 
(35)%
 
18,879

 
28,246

 
(33)%
Total cost of revenue
 
$
111,239

 
$
111,405

 
—%
 
$
338,638

 
$
332,882

 
2%
 
We exclude certain costs of both product revenue and service and support revenue, including shared support costs, stock-based compensation, and asset impairment charges (if any), among others, as well as amortization of acquired technology, when calculating our operating segment gross margins.

Cost of Product Revenue
 
Cost of product revenue primarily consists of hardware material costs and royalties due to third parties for software components that are embedded in our software solutions. Cost of product revenue also includes amortization of capitalized software development costs, employee compensation and related expenses associated with our global operations, facility costs, and other allocated overhead expenses. In our Cyber Intelligence segment, cost of product revenue also includes employee compensation and related expenses, contractor and consulting expenses, and travel expenses, in each case for resources dedicated to project management and associated product delivery.

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

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Cost of product revenue increased approximately $0.3 million, or 1%, from $32.8 million in the three months ended October 31, 2017 to $33.1 million in the three months ended October 31, 2018 primarily due to increased cost of product revenue in our Customer Engagement segment, due

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to a corresponding increase in product revenue as discussed above. Our overall product gross margins increased to 70% in the three months ended October 31, 2018 from 65% in the three months ended October 31, 2017. Product gross margins in our Cyber Intelligence segment increased from 55% in the three months ended October 31, 2017 to 61% in the three months ended October 31, 2018, primarily due to a change in product mix.  Product gross margins in our Customer Engagement segment increased from 80% in the three months ended October 31, 2017 to 83% in the three months ended October 31, 2018, primarily due to a change in product mix. The adoption of ASU No. 2014-09 impacted product gross margins primarily due to a change in the timing of cost of product revenue recognition for certain customer contracts requiring significant customization, because unlike prior guidance, the new guidance precludes the deferral of costs simply to obtain an even profit margin over the contract term. Excluding the impact of the adoption of ASU No. 2014-09, our overall product gross margins increased to 72% in the three months ended October 31, 2018 from 65% in the three months ended October 31, 2017, primarily due to a change in product mix.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Cost of product revenue increased approximately $2.2 million, or 2%, from $98.7 million in the nine months ended October 31, 2017 to $100.9 million in the nine months ended October 31, 2018 primarily due to corresponding increases in product revenues in both our Customer Engagement and Cyber Intelligence segments as discussed above. We expect our cost of product revenue to continue to increase as our product revenue increases. Our overall product gross margins increased to 69% in the nine months ended October 31, 2018 from 65% in the nine months ended October 31, 2017. Product gross margins in our Cyber Intelligence segment increased from 55% in the nine months ended October 31, 2017 to 58% in the nine months ended October 31, 2018, primarily due to a change in product mix.  Product gross margins in our Customer Engagement segment increased from 80% in the nine months ended October 31, 2017 to 83% in the nine months ended October 31, 2018, primarily due to a change in product mix. Our overall product gross margins were unchanged by the adoption of ASU No. 2014-09 in the nine months ended October 31, 2018.

For additional information regarding the impact of the adoption of ASU No. 2014-09 see “— Revenue by Operating Segment”.

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

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Cost of service and support revenue increased approximately $2.8 million, or 4%, from $69.4 million in the three months ended October 31, 2017 to $72.2 million in the three months ended October 31, 2018. The increase was primarily due to increased employee compensation and related expenses in our Customer Engagement segment as a result of additional services employee headcount to support the delivery of our services and support revenue. Our overall service and support gross margins decreased from 63% in the three months ended October 31, 2017 to 62% in the three months ended October 31, 2018. Cost of service and support revenue under the prior revenue recognition guidance did not differ materially from cost of service and support revenue under ASU No. 2014-09 in the three months ended October 31, 2018.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Cost of service and support revenue increased approximately $12.9 million, or 6%, from $205.9 million in the nine months ended October 31, 2017 to $218.8 million in the nine months ended October 31, 2018. The increase was primarily due to increased employee compensation and related expenses in our Customer Engagement segment as a result of additional services employee headcount to support the delivery of our services and support revenue. Our overall service and support gross margins were 62% in each of the nine months ended October 31, 2018 and 2017. Cost of service and support revenue under the prior revenue recognition guidance did not differ materially from cost of service and support revenue under ASU No. 2014-09 in the nine months ended October 31, 2018.

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

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Amortization of acquired technology decreased approximately $3.3 million, or 36%, from $9.2 million in the three months ended October 31, 2017 to

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$5.9 million in the three months ended October 31, 2018. The decrease was attributable to acquired technology intangible assets from historical business combinations becoming fully amortized, partially offset by amortization expense of acquired technology-based intangible assets associated with recent business combinations.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Amortization of acquired technology decreased approximately $9.3 million, or 33%, from $28.2 million in the nine months ended October 31, 2017 to $18.9 million in the nine months ended October 31, 2018. The decrease was attributable to acquired technology intangible assets from historical business combinations becoming fully amortized, partially offset by amortization expense of acquired technology-based intangible assets associated with recent business combinations.

Further discussion regarding our business combinations appears in Note 5, “Business Combinations” to our condensed consolidated financial statements included under Part I, Item 1 of this report.
 
Research and Development, Net
 
Research and development expenses consist primarily of personnel and subcontracting expenses, facility costs, and other allocated overhead, net of certain software development costs that are capitalized as well as reimbursements under government programs. Software development costs are capitalized upon the establishment of technological feasibility and continue to be capitalized through the general release of the related software product.
 
The following table sets forth research and development, net for the three and nine months ended October 31, 2018 and 2017: 
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Research and development, net
 
$
51,587

 
$
47,157

 
9%
 
$
155,993

 
$
141,911

 
10%

Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Research and development, net increased approximately $4.4 million, or 9%, from $47.2 million in the three months ended October 31, 2017 to $51.6 million in the three months ended October 31, 2018. The increase was primarily due to a $4.6 million increase in employee compensation and related expenses and a $1.2 million increase in allocated overhead costs as a result of increased R&D headcount, partially offset by a $0.8 million decrease in capitalized software development costs and a $0.6 million decrease in depreciation expense on fixed assets used for R&D activities in the three months ended October 31, 2018 compared to the three months ended October 31, 2017.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Research and development, net increased approximately $14.1 million, or 10%, from $141.9 million in the nine months ended October 31, 2017 to $156.0 million in the nine months ended October 31, 2018. The increase was primarily due to a $9.4 million increase in employee compensation and related expenses and a $3.4 million increase in allocated overhead costs as a result of increased R&D headcount, and a $5.1 million increase in R&D contractor expenses primarily in our Cyber Intelligence segment, partially offset by a $2.0 million decrease in stock-based compensation expenses for R&D employees, and a $1.8 million decrease in capitalized software development costs in the nine months ended October 31, 2018 compared to the nine months ended October 31, 2017.

Selling, General and Administrative Expenses
 
Selling, general and administrative expenses consist primarily of personnel costs and related expenses, professional fees, sales and marketing expenses, including travel, sales commissions and sales referral fees, facility costs, communication expenses, and other administrative expenses.
 
The following table sets forth selling, general and administrative expenses for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Selling, general and administrative
 
$
99,902

 
$
97,304

 
3%
 
$
311,482

 
$
302,605

 
3%

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Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Selling, general and administrative expenses increased approximately $2.6 million, or 3%, from $97.3 million in the three months ended October 31, 2017 to $99.9 million in the three months ended October 31, 2018. This increase was primarily attributable to a $7.2 million increase in the change in the fair value of our obligations under contingent consideration arrangements, from a net benefit of $6.7 million in the three months ended October 31, 2017 to a net expense of $0.5 million during the three months ended October 31, 2018. The impact of contingent consideration arrangements on our operating results can vary over time as we revise our outlook for achieving the performance targets underlying the arrangements. This impact on our operating results may be more significant in some periods than in others, depending on a number of factors, including the magnitude of the change in the outlook for each arrangement separately as well as the number of contingent consideration arrangements in place, the liabilities requiring adjustment in that period, and the net effect of those adjustments. The net expense recorded during the three months ended October 31, 2018 resulted from revised outlooks to several unrelated arrangements. Additionally, selling, general, and administrative expenses increased as the result of a $1.9 million increase in stock-based compensation expense and a $1.3 million increase in employee compensation expenses due to increased headcount as a result of recent acquisitions. These increases were partially offset by a $3.1 million decrease in legal fees primarily associated with acquisition activity, a $2.9 million decrease in facility expenses primarily due to the early termination of a facility lease in the EMEA region in the three months ended October 31, 2017, and a $2.2 million decrease in allocated overhead costs in the three months ended October 31, 2018 compared to 2017.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Selling, general and administrative expenses increased approximately $8.9 million, or 3%, from $302.6 million in the nine months ended October 31, 2017 to $311.5 million in the nine months ended October 31, 2018. This increase was primarily attributable to a $8.2 million increase in employee compensation expenses due to increased headcount as a result of recent acquisitions, a $3.8 million increase in stock-based compensation expense, a $2.7 million increase in travel related expenses due primarily to increased travel expenses in our Customer Engagement segment, a $1.7 million increase in depreciation expense on fixed assets used for general administration purposes, and $1.3 million increase in legal fees. These increases were partially offset by a $5.5 million decrease in allocated overhead costs and a $3.7 million decrease in facility expenses primarily due to the early termination of a facility lease in the EMEA region during the nine months ended October 31, 2017 with no comparable expense during the nine months ended October 31, 2018. The change in the fair value of our obligations under contingent consideration arrangements, during the nine months ended October 31, 2018 compared to the nine months ended October 31, 2017 was not material.

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

The following table sets forth amortization of other acquired intangible assets for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands) 
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Amortization of other acquired intangible assets
 
$
7,585

 
$
7,048

 
8%
 
$
22,721

 
$
26,727

 
(15)%
 
Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Amortization of other acquired intangible assets increased approximately $0.6 million, or 8%, from $7.0 million in the three months ended October 31, 2017 to $7.6 million in the three months ended October 31, 2018 primarily due to an increase in amortization from acquired intangible assets from recent business combinations, partially offset by acquired customer-related intangible assets from historical business combinations becoming fully amortized.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Amortization of other acquired intangible assets decreased approximately $4.0 million, or 15%, from $26.7 million in the nine months ended October 31, 2017 to $22.7 million in the nine months ended October 31, 2018 as a result of acquired customer-related intangible assets from historical business combinations becoming fully amortized, partially offset by an increase in amortization expense from acquired intangible assets from recent business combinations.


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Further discussion regarding our business combinations appears in Note 5, “Business Combinations” to our condensed consolidated financial statements included under Part I, Item 1 of this report.
 
Other Expense, Net
 
The following table sets forth total other expense, net for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Interest income
 
$
1,319

 
$
654

 
102%
 
$
3,246

 
$
1,793

 
81%
Interest expense
 
(8,686
)
 
(8,891
)
 
(2)%
 
(27,670
)
 
(26,997
)
 
2%
Loss on early retirement of debt
 
—

 
—

 
*
 
—

 
(1,934
)
 
*
Other income (expense):
 
 

 
 

 

 
 
 
 
 

Foreign currency (losses) gains, net
 
(1,458
)
 
(1,474
)
 
(1)%
 
(5,372
)
 
2,384

 
*
Gains on derivatives
 
1,051

 
834

 
26%
 
3,760

 
292

 
*
Other, net
 
(82
)
 
75

 
*
 
(582
)
 
(147
)
 
*
Total other (expense) income, net
 
(489
)
 
(565
)
 
(13)%
 
(2,194
)
 
2,529

 
(187)%
Total other expense, net
 
$
(7,856
)
 
$
(8,802
)
 
(11)%
 
$
(26,618
)
 
$
(24,609
)
 
8%
 
* Percentage is not meaningful.
 
Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Total other expense, net, decreased by $0.9 million from $8.8 million in the three months ended October 31, 2017 to $7.9 million in the three months ended October 31, 2018. 

Interest expense decreased from $8.9 million in the three months ended October 31, 2017 to $8.7 million in the three months ended October 31, 2018 primarily due to a $1.0 million reversal of accrued interest related to a legal matter which was settled in the three months ended October 31, 2018, partially offset by higher interest rates on outstanding borrowings.

We recorded $1.5 million of net foreign currency losses in the three months ended October 31, 2018 and 2017. Foreign currency losses in the three months ended October 31, 2018 resulted primarily from the strengthening of the U.S. dollar against the euro from July 31, 2018 to October 31, 2018, resulting in foreign currency losses on euro denominated net assets in certain entities which use a U.S. dollar functional currency and foreign currency losses on U.S. dollar-denominated net payables in certain entities which use a euro functional currency, the strengthening of the U.S. dollar against the Singapore dollar, resulting in foreign currency losses on Singapore dollar-denominated net assets in certain entities which use a U.S. dollar functional currency, and the strengthening of the U.S. dollar against the Australian dollar, resulting in foreign currency losses on U.S. dollar-denominated net payables in certain entities which use an Australian dollar functional currency.

In the three months ended October 31, 2018, there were net gains on derivative financial instruments of $1.1 million, compared to net gains of $0.8 million on such instruments for the three months ended October 31, 2017. The net gains in the current period primarily reflected gains on contracts executed to hedge movements in the exchange rate between the U.S. dollar and the Singapore dollar.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Total other expense, net, increased by $2.0 million from $24.6 million in the nine months ended October 31, 2017 to $26.6 million in the nine months ended October 31, 2018. 

Interest expense increased from $27.0 million in the nine months ended October 31, 2017 to $27.7 million in the nine months ended October 31, 2018 primarily due to higher interest rates on outstanding borrowings, partially offset by the reversal of accrued interest related to a legal matter which was settled during the nine months ended October 31, 2018.

During the nine months ended October 31, 2017 we entered into a new credit agreement with certain lenders and terminated our prior credit agreement. In connection with these transactions, we recorded a $1.9 million loss on early retirement of debt. There were no comparable charges in the nine months ended October 31, 2018.

We recorded $5.4 million of net foreign currency losses in the nine months ended October 31, 2018 compared to $2.4 million of net foreign currency gains in the nine months ended October 31, 2017.  Foreign currency losses in the nine months ended

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October 31, 2018 resulted primarily from the strengthening of the U.S. dollar against the euro from January 31, 2018 to October 31, 2018 , resulting in foreign currency losses on euro denominated net assets in certain entities which use a U.S. dollar functional currency and foreign currency losses on U.S. dollar-denominated net payables in certain entities which use a euro functional currency, the strengthening of the U.S. dollar against the Singapore dollar, resulting in foreign currency losses on Singapore dollar-denominated net assets in certain entities which use a U.S. dollar functional currency, the strengthening of the U.S. dollar against the British pound sterling, resulting in foreign currency losses on U.S. dollar-denominated net payables in certain entities which use a British pound sterling functional currency, and the strengthening of the U.S. dollar against the Australian dollar, resulting in foreign currency losses on U.S. dollar-denominated net payables in certain entities which use an Australian dollar functional currency.

In the nine months ended October 31, 2018, there were net gains on derivative financial instruments of $3.8 million, compared to a net gain of $0.3 million on such instruments for the nine months ended October 31, 2017. The net gains in the current period primarily reflected gains on an interest rate swap and contracts executed to hedge movements in the exchange rate between the U.S. dollar and the Singapore dollar.

Provision for Income Taxes
 
The following table sets forth our provision for income taxes for the three and nine months ended October 31, 2018 and 2017:
 
 
Three Months Ended
October 31,
 
% Change
 
Nine Months Ended
October 31,
 
% Change
(in thousands)
 
2018
 
2017
 
2018 - 2017
 
2018
 
2017
 
2018 - 2017
Provision for income taxes
 
$
5,601

 
$
5,944

 
(6)%
 
$
2,153

 
$
9,504

 
(77)%
 
Three Months Ended October 31, 2018 compared to Three Months Ended October 31, 2017. Our effective income tax rate was 21.7% for the three months ended October 31, 2018, compared to an effective income tax rate of 66.0% for the three months ended October 31, 2017. On December 22, 2017, the Tax Cuts and Jobs Acts (“2017 Tax Act”) was enacted in the United States. The 2017 Tax Act significantly revises the Internal Revenue Code of 1986, as amended, and it includes fundamental changes to taxation of U.S. multinational corporations. New international provisions add a new category of deemed income from our foreign operations, eliminate U.S. tax on foreign dividends (subject to certain restrictions), and add a minimum tax on certain payments made to foreign related parties. Our estimated annual effective tax rate for the three months ended October 31, 2018 includes provisional amounts for certain 2017 Tax Act provisions related to our foreign operations. We maintain valuation allowances on our net U.S. deferred income tax assets related to federal and certain state jurisdictions.

For the three months ended October 31, 2018, the pre-tax income in domestic and foreign jurisdictions where we maintain valuation allowances and do not record tax benefits were significantly lower than the pre-tax income in jurisdictions where we record tax provisions. The result was an income tax provision of $5.6 million on pre-tax income of $25.8 million, which represented an effective income tax rate of 21.7%.

For the three months ended October 31, 2017, the pre-tax income in our profitable jurisdictions, where we recorded income tax provisions, was higher than the pre-tax losses in our domestic and foreign jurisdictions where we maintain valuation allowances and did not record the related income tax benefits.  The result was an income tax provision of $5.9 million on pre-tax income of $9.0 million, which represented an effective income tax rate of 66.0%.

Nine Months Ended October 31, 2018 compared to Nine Months Ended October 31, 2017. Our effective income tax rate was 4.9% for the nine months ended October 31, 2018, compared to a negative effective income tax rate of 77.7% for the nine months ended October 31, 2017. Our estimated annual effective tax rate for the nine months ended October 31, 2018 includes provisional amounts for certain 2017 Tax Act provisions related to our foreign operations. In connection with an acquisition in our Customer Engagement segment completed in our second quarter we recorded deferred income tax liabilities primarily attributable to acquired intangible assets to the extent the amortization will not be deductible for income tax purposes. Under accounting guidelines, because the amortization of the intangible assets in future periods provides a source of taxable income, we expect to realize a portion of our existing deferred income tax assets. As such, we reduced the valuation allowance recorded on our deferred income tax assets to the extent of the deferred income tax liabilities recorded. Because the valuation allowance related to existing Verint deferred income tax assets, the impact of the release was reflected as a discrete income tax benefit of $7.3 million and not as a component of the acquisition accounting. The result was an income tax provision of $2.2 million on pre-tax income of $44.1 million, which represented an effective income tax rate of 4.9%.

For the nine months ended October 31, 2017, pre-tax income in our profitable jurisdictions, where we recorded income tax provisions, was lower than the pre-tax losses in our domestic and foreign jurisdictions where we maintain valuation allowances

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and did not record the related income tax benefits. The result was an income tax provision of $9.5 million on a pre-tax loss of $12.2 million, which represented a negative effective income tax rate of 77.7%.


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

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

On June 29, 2017, we entered into the 2017 Credit Agreement with certain lenders, and terminated our Prior Credit Agreement. The 2017 Credit Agreement was amended on January 31, 2018 (the “2018 Amendment”). Further discussion of our 2017 Credit Agreement and 2018 Amendment appears below, under “Financing Arrangements”.

We have historically expanded our business in part by investing in strategic growth initiatives, including acquisitions of products, technologies, and businesses. We may finance such acquisitions using cash, debt, stock, or a combination of the foregoing, however, we have used cash as consideration for substantially all of our historical business acquisitions, including approximately $27 million and $103 million of net cash expended for business acquisitions during the nine months ended October 31, 2018 and year ended January 31, 2018, respectively.

We continually examine our options with respect to terms and sources of existing and future short-term and long-term capital resources to enhance our operating results and to ensure that we retain financial flexibility, and may from time to time elect to raise additional equity or incur additional debt.

A considerable portion of our operating income is earned outside the United States. Cash, cash equivalents, short-term investments, and restricted cash and bank time deposits (excluding any long-term portions) held by our subsidiaries outside of the United States were $368.5 million and $346.2 million as of October 31, 2018 and January 31, 2018, respectively, and are generally used to fund the subsidiaries’ operating requirements and to invest in growth initiatives, including business acquisitions. These subsidiaries also held long-term restricted cash and cash equivalents, and restricted bank time deposits of $26.6 million and $28.4 million, at October 31, 2018 and January 31, 2018, respectively.

While we intend to continue to indefinitely reinvest a portion of our foreign subsidiaries’ earnings, we currently no longer intend to indefinitely reinvest all such earnings, which, as a result of the 2017 Tax Act, may now be repatriated without incurring additional U.S. federal income taxes. Accordingly, we recognized provisional deferred income tax expense of $15.0 million for the year ended January 31, 2018 for withholding taxes on certain unremitted foreign earnings, for which we are evaluating our plans for repatriation.

Should other circumstances arise whereby we require more capital in the United States than is generated by our domestic operations, or should we otherwise consider it in our best interests, we could repatriate future earnings from foreign jurisdictions, which could result in higher effective tax rates. We currently intend to indefinitely reinvest a portion of the earnings of our foreign subsidiaries to finance foreign activities. Except to the extent of the U.S. federal tax provided under the 2017 Tax Act and withholding taxes on certain identified cash that may be repatriated to the U.S., we have not provided for taxes on the outside basis difference of foreign subsidiaries nor have we provided for any additional withholding or other tax that may be applicable should a future distribution be made from any unremitted earnings of foreign subsidiaries. It is not practical to estimate this potential liability.
 
The following table summarizes our total cash, cash equivalents, restricted cash, cash equivalents, and bank time deposits, and short-term investments, as well as our total debt, as of October 31, 2018 and January 31, 2018:

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October 31,
 
January 31,
(in thousands) 
 
2018
 
2018
Cash and cash equivalents
 
$
353,422

 
$
337,942

Restricted cash and cash equivalents, and restricted bank time deposits (excluding long term portions)
 
32,457

 
33,303

Short-term investments
 
49,434

 
6,566

Total cash, cash equivalents, restricted cash and cash equivalents, restricted bank time deposits, and short-term investments
 
$
435,313

 
$
377,811

Total debt, including current portions
 
$
779,724

 
$
772,984

 
Condensed Consolidated Cash Flow Activity
The following table summarizes selected items from our condensed consolidated statements of cash flows for the nine months ended October 31, 2018 and 2017:
 
 
Nine Months Ended
October 31,
(in thousands)
 
2018
 
2017
Net cash provided by operating activities
 
$
131,650

 
$
96,174

Net cash used in investing activities
 
(119,446
)
 
(58,597
)
Net cash used in financing activities
 
(16,566
)
 
(1,420
)
Effect of foreign currency exchange rate changes on cash and cash equivalents
 
(3,864
)
 
447

Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents
 
$
(8,226
)
 
$
36,604


Our operating activities generated $131.7 million of cash during the nine months ended October 31, 2018, which was partially offset by $136.0 million of net cash used in combined investing and financing activities during this period.  Further discussion of these items appears below.

Net Cash Provided by Operating Activities
 
Net cash provided by operating activities is driven primarily by our net income or loss, as adjusted for non-cash items and working capital changes. Operating activities generated $131.7 million of net cash during the nine months ended October 31, 2018, compared to $96.2 million generated during the nine months ended October 31, 2017.

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

During the nine months ended October 31, 2018, our investing activities used $119.4 million of net cash, including $27.4 million of net cash utilized for a business acquisition, $27.7 million of payments for property, equipment and capitalized software development costs, $21.1 million of net cash used in other investing activities, consisting primarily of a net increase in restricted bank time deposits during the period, and $43.2 million of net purchases of short-term investments. Restricted bank time deposits are typically deposits, which do not qualify as cash equivalents, used to secure bank guarantees in connection with sales contracts, the amounts of which will fluctuate from period to period.

During the nine months ended October 31, 2017, our investing activities used $58.6 million of net cash, including $28.1 million of net cash utilized for business acquisitions, $27.4 million of payments for property, equipment, and capitalized software development costs, and $3.1 million of net purchases of short-term investments.

We had no significant commitments for capital expenditures at October 31, 2018.

Net Cash Used in Financing Activities
 
For the nine months ended October 31, 2018, our financing activities used $16.6 million of net cash, the most significant portions of which were payments of $10.7 million for the financing portion of payments under contingent consideration

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arrangements related to prior business combinations, $4.3 million repayments of borrowing and other financing obligations, and a $0.8 million dividend payment to a noncontrolling shareholder of one of our subsidiaries.

For the nine months ended October 31, 2017, our financing activities used $1.4 million of net cash. On June 29, 2017 we entered into the 2017 Credit Agreement with certain lenders, under which we received net proceeds of $424.5 million from the 2017 Term Loan, the majority of which were used to repay all $406.9 million owed under the 2014 Term Loans at June 29, 2017 upon termination of the Prior Credit Agreement. Other financing activities during the nine months ended October 31, 2017 included $7.1 million paid for debt issuance costs, $7.2 million for the financing portion of payments under contingent consideration arrangements related to prior business combinations, and a $0.7 million dividend payment to a noncontrolling shareholder of one of our subsidiaries.
 
Liquidity and Capital Resources Requirements
 
Based on past performance and current expectations, we believe that our cash, cash equivalents, short-term investments and cash generated from operations will be sufficient to meet anticipated operating costs, required payments of principal and interest, working capital needs, ordinary course capital expenditures, research and development spending, and other commitments for at least the next 12 months. Currently, we have no plans to pay any cash dividends on our common stock, which are not permitted under our 2017 Credit Agreement.

Our liquidity could be negatively impacted by a decrease in demand for our products and service and support, including the impact of changes in customer buying behavior due to circumstances over which we have no control. If we determine to make additional business acquisitions or otherwise require additional funds, we may need to raise additional capital, which could involve the issuance of additional equity or debt securities or increase our borrowings under our credit facility.

On March 29, 2016, we announced that our board of directors had authorized a common stock repurchase program of up to $150 million over two years following the date of announcement. This program expired on March 29, 2018 and we did not acquire any shares of treasury stock during the nine months ended October 31, 2018 under the program.

Financing Arrangements

1.50% Convertible Senior Notes

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

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

The Notes are unsecured and rank senior in right of payment to our indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to our indebtedness that is not so subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to indebtedness and other liabilities of our subsidiaries.

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

The Notes have a conversion rate of 15.5129 shares of common stock per $1,000 principal amount of Notes, which represents an effective conversion price of approximately $64.46 per share of common stock and would result in the issuance of approximately 6,205,000 shares if all of the Notes were converted. The conversion rate has not changed since issuance of the Notes, although throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events.

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

•
during any calendar quarter commencing after the calendar quarter which ended on September 30, 2014, if the closing sale price of our common stock, for at least 20 trading days (whether or not consecutive) in the period of 30

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consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, is more than 130% of the conversion price of the Notes in effect on each applicable trading day;

•
during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Notes for each such trading day was less than 98% of the closing sale price of our common stock on such date multiplied by the then-current conversion rate; or

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

On or after December 1, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may surrender their Notes for conversion regardless of whether any of the foregoing conditions have been satisfied. Holders of the Notes may require us to purchase for cash all or any portion of their Notes upon the occurrence of a “fundamental change” at a price equal to 100% of the principal amount of the Notes being purchased, plus accrued and unpaid interest.

As of October 31, 2018, the Notes were not convertible.

Note Hedges and Warrants

Concurrently with the issuance of the Notes, we entered into convertible note hedge transactions (the “Note Hedges”) and sold warrants (the “Warrants”). The combination of the Note Hedges and the Warrants serves to increase the effective initial conversion price for the Notes to $75.00 per share. The Note Hedges and Warrants are each separate instruments from the Notes.

Note Hedges

Pursuant to the Note Hedges, we purchased call options on our common stock, under which we have the right to acquire from the counterparties up to approximately 6,205,000 shares of our common stock, subject to customary anti-dilution adjustments, at a price of $64.46, which equals the initial conversion price of the Notes. Our exercise rights under the Note Hedges generally trigger upon conversion of the Notes and the Note Hedges terminate upon maturity of the Notes, or the first day the Notes are no longer outstanding. The Note Hedges may be settled in cash, shares of our common stock, or a combination thereof, at our option, and are intended to reduce our exposure to potential dilution upon conversion of the Notes. We paid $60.8 million for the Note Hedges, which was recorded as a reduction to additional paid-in capital. As of October 31, 2018, we had not purchased any shares of our common stock under the Note Hedges.

Warrants

We sold the Warrants to several counterparties. The Warrants provide the counterparties rights to acquire from us up to approximately 6,205,000 shares of our common stock at a price of $75.00 per share. The Warrants expire incrementally on a series of expiration dates beginning in August 2021. At expiration, if the market price per share of our common stock exceeds the strike price of the Warrants, we will be obligated to issue shares of our common stock having a value equal to such excess. The Warrants could have a dilutive effect on net income per share to the extent that the market value of our common stock exceeds the strike price of the Warrants. Proceeds from the sale of the Warrants were $45.2 million and were recorded as additional paid-in capital. As of October 31, 2018, no Warrants had been exercised and all Warrants remained outstanding.

Credit Agreements
 
On June 29, 2017, we entered into the 2017 Credit Agreement with certain lenders, and terminated the Prior Credit Agreement.

The 2017 Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan maturing on June 29, 2024 (the “2017 Term Loan”) and a $300.0 million revolving credit facility maturing on June 29, 2022 (the “2017 Revolving Credit Facility”), subject to increase and reduction from time to time according to the terms of the 2017 Credit Agreement. The majority of the proceeds from the 2017 Term Loan were used to repay all $406.9 million that remained outstanding under the 2014 Term Loans at June 29, 2017 upon termination of the Prior Credit Agreement. There were no borrowings under our Prior Revolving Credit Facility (as defined in Note 7, “Long-Term Debt” to our condensed consolidated financial statements included under Item 1 of this report) at June 29, 2017.


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The maturity dates of the 2017 Term Loan and 2017 Revolving Credit Facility will be accelerated to March 1, 2021, if on such date any Notes remain outstanding.

The 2017 Term Loan was subject to an original issuance discount of approximately $0.5 million. This discount is being amortized as interest expense over the term of the 2017 Term Loan using the effective interest method.

Interest rates on loans under the 2017 Credit Agreement are periodically reset, at our option, at either a Eurodollar Rate or an ABR rate (each as defined in the 2017 Credit Agreement), plus in each case a margin.

We are required to pay a commitment fee with respect to unused availability under the 2017 Revolving Credit Facility at a rate per annum determined by reference to our Consolidated Total Debt to Consolidated EBITDA (each as defined in the 2017 Credit Agreement) leverage ratio (the “Leverage Ratio”).

The 2017 Term Loan requires quarterly principal payments of approximately $1.1 million, which commenced on August 1, 2017, with the remaining balance due on June 29, 2024. Optional prepayments of loans under the 2017 Credit Agreement are generally permitted without premium or penalty.

On January 31, 2018, we entered into the 2018 Amendment to our 2017 Credit Agreement, providing for, among other things, a reduction of the interest rate margins on the 2017 Term Loan from 2.25% to 2.00% for Eurodollar loans, and from 1.25% to 1.00% for ABR loans. The vast majority of the impact of the 2018 Amendment was accounted for as a debt modification. For the portion of the 2017 Term Loan which was considered extinguished and replaced by new loans, we wrote off $0.2 million of unamortized deferred debt issuance costs as a loss on early retirement of debt during the three months ended January 31, 2018. The remaining unamortized deferred debt issuance costs and discount are being amortized over the remaining term of the 2017 Term Loan.

For loans under the 2017 Revolving Credit Facility, the margin is determined by reference to our Leverage Ratio.

As of October 31, 2018, the interest rate on the 2017 Term Loan was 4.27%. Taking into account the impact of the original issuance discount and related deferred debt issuance costs, the effective interest rate on the 2017 Term Loan was approximately 4.45% at October 31, 2018. As of January 31, 2018, the interest rate on the 2017 Term Loan was 3.58%.

On February 11, 2016, we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution to partially mitigate risks associated with the variable interest rate on the term loans under our Prior Credit Agreement, under which we pay interest at a fixed rate of 4.143% and receive variable interest of three-month LIBOR (subject to a minimum of 0.75%), plus a spread of 2.75%, on a notional amount of $200.0 million (the “2016 Swap”). Although the Prior Credit Agreement was terminated on June 29, 2017, the interest rate swap agreement remains in effect, and serves as an economic hedge to partially mitigate the risk of higher borrowing costs under the 2017 Credit Agreement resulting from increases in market interest rates. The interest rate swap agreement is no longer formally designated as a cash flow hedge for accounting purposes, and therefore settlements are reported within other income (expense), net on the condensed consolidated statement of operations, not within interest expense.

In April 2018, we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution to partially mitigate risks associated with the variable interest rate on our 2017 Term Loan for periods following the termination of the 2016 Swap, under which we will pay interest at a fixed rate of 2.949% and receive variable interest of three-month LIBOR (subject to a minimum of 0.00%), on a notional amount of $200.0 million (the “2018 Swap”). The effective date of the 2018 Swap is September 6, 2019, and settlements with the counterparty will occur on a quarterly basis, beginning on November 1, 2019. The 2018 Swap will terminate on June 29, 2024.

During the operating term of the 2018 Swap, if we elect three-month LIBOR at the periodic interest rate reset dates for at least $200.0 million of our 2017 Term Loan, the annual interest rate on that amount of the 2017 Term Loan will be fixed at 4.949% (including the impact of our current 2.00% interest rate margin on Eurodollar loans) for the applicable interest rate period.

The 2018 Swap is designated as a cash flow hedge and as such, changes in its fair value are recognized in accumulated other comprehensive income (loss) in the condensed consolidated balance sheet and are reclassified into the condensed statement of operations within interest expense in the period in which the hedged transaction affects earnings.


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Our obligations under the 2017 Credit Agreement are guaranteed by each of our direct and indirect existing and future material domestic wholly owned restricted subsidiaries, and are secured by a security interest in substantially all of our assets and the assets of the guarantor subsidiaries, subject to certain exceptions.

The 2017 Credit Agreement contains certain customary affirmative and negative covenants for credit facilities of this type. The 2017 Credit Agreement also contains a financial covenant that, solely with respect to the 2017 Revolving Credit Facility, requires us to maintain a Leverage Ratio of no greater than 4.50 to 1. At October 31, 2018, our Leverage Ratio was approximately 2.4 to 1. The limitations imposed by the covenants are subject to certain exceptions as detailed in the 2017 Credit Agreement.

The 2017 Credit Agreement provides for events of default with corresponding grace periods that we believe are customary for credit facilities of this type. Upon an event of default, all of our obligations owed under the 2017 Credit Agreement may be declared immediately due and payable, and the lenders’ commitments to make loans under the 2017 Credit Agreement may be terminated.

Contractual Obligations

Our Annual Report on Form 10-K for the year ended January 31, 2018 includes a table summarizing our contractual obligations of approximately $1.2 billion as of January 31, 2018, including approximately $950 million for long-term debt obligations, including projected future interest. That table appears under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the report.

We believe that our contractual obligations and commercial commitments did not materially change during the nine months ended October 31, 2018.
 
Contingent Payments Associated with Business Combinations
 
In connection with certain of our business combinations, we have agreed to make contingent cash payments to the former owners of the acquired companies based upon achievement of performance targets following the acquisition dates.

For the nine months ended October 31, 2018, we made $13.6 million of payments under contingent consideration arrangements. As of October 31, 2018, potential future cash payments and earned consideration expected to be paid subsequent to October 31, 2018 under contingent consideration arrangements total $131.6 million, the estimated fair value of which was $53.7 million, including $25.2 million reported in accrued expenses and other current liabilities, and $28.5 million reported in other liabilities. The performance periods associated with these potential payments extend through January 2022.
 
Off-Balance Sheet Arrangements
 
As of October 31, 2018, we did not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Recent Accounting Pronouncements

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


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


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Interest Rate Risk on Our Debt

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

Interest rates on loans under the 2017 Credit Agreement are periodically reset, at our option, at either a Eurodollar Rate or an ABR rate (each as defined in the 2017 Credit Agreement), plus in each case a margin. The margin for the 2017 Term Loan is fixed at 2.00% for Eurodollar loans, and at 1.00% for ABR loans. For loans under the 2017 Revolving Credit Facility, the margin is determined by reference to our Consolidated Total Debt to Consolidated EBITDA (each as defined in the 2017 Credit Agreement) leverage ratio. Because the interest rates applicable to borrowings under the 2017 Credit Agreement are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing.

As of October 31, 2018, the interest rate on the 2017 Term Loan was 4.27%. There were no borrowings outstanding under the 2017 Revolving Credit Facility at that date.

To partially mitigate risks associated with the variable interest rates on the term loan borrowings under the Prior Credit Agreement, in February 2016 we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution under which we pay interest at a fixed rate of 4.143% and receive variable interest of three-month LIBOR (subject to a minimum of 0.75%), plus a spread of 2.75%, on a notional amount of $200.0 million (the “2016 Swap”). Although the Prior Credit Agreement was terminated on June 29, 2017, the 2016 Swap agreement remains in effect, and serves as an economic hedge to partially mitigate the risk of higher borrowing costs under our 2017 Credit Agreement resulting from increases in market interest rates. Settlements with the counterparty under the 2016 Swap occur quarterly, and the 2016 Swap will terminate on September 6, 2019.

Prior to June 29, 2017, the 2016 Swap was designated as a cash flow hedge for accounting purposes. On June 29, 2017, concurrent with the execution of the 2017 Credit Agreement and termination of the Prior Credit Agreement, the 2016 Swap was no longer designated as a cash flow hedge for accounting purposes and, because occurrence of the specific forecasted variable cash flows which had been hedged by the 2016 Swap agreement was no longer probable, the $0.9 million fair value of the 2016 Swap at that date was reclassified from accumulated other comprehensive income (loss) into the condensed consolidated statement of operations as income within other income (expense), net. Ongoing changes in the fair value of the 2016 Swap agreement are now recognized within other income (expense), net in the condensed consolidated statement of operations.

In April 2018, we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution to partially mitigate risks associated with the variable interest rate on our 2017 Term Loan for periods following the termination of the 2016 Swap in September 2019, under which we will pay interest at a fixed rate of 2.949% and receive variable interest of three-month LIBOR (subject to a minimum of 0.00%), on a notional amount of $200.0 million (the “2018 Swap”). The effective date of the 2018 Swap is September 6, 2019, and settlements with the counterparty will occur on a quarterly basis, beginning on November 1, 2019. The 2018 Swap will terminate on June 29, 2024.

During the operating term of the 2018 Swap, if we elect three-month LIBOR at the periodic interest rate reset dates for at least $200.0 million of our 2017 Term Loan, the annual interest rate on that amount of the 2017 Term Loan will be fixed at 4.949% (including the impact of our current 2.00% interest rate margin on Eurodollar loans) for the applicable interest rate period.

The section entitled “Quantitative and Qualitative Disclosures About Market Risk” under Part II, Item 7A of our Annual Report on Form 10-K for the year ended January 31, 2018 provides detailed quantitative and qualitative discussions of the market risks affecting our operations. Other than as described above under “Interest Rate Risk on Our Debt”, we believe that our market risk profile did not materially change during the nine months ended October 31, 2018.


Item 4. Controls and Procedures
  
Evaluation of Disclosure Controls and Procedures
 
Management conducted an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and

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15d-15(e) under the Exchange Act, as of October 31, 2018. Disclosure controls and procedures are those controls and other procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of October 31, 2018.
 
Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended October 31, 2018, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

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Part II

Item 1. Legal Proceedings

See Note 14, “Commitments and Contingencies” of the Notes to the condensed consolidated financial statements under Part I, Item 1 for information regarding our legal proceedings.


Item 1A.                   Risk Factors
 
There have been no material changes to the Risk Factors described in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2018. In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in our Annual Report on Form 10-K, which could materially affect our business, financial condition, or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing us, however. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition, or operating results in the future.


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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

From time to time, we have purchased treasury stock from directors, officers, and other employees to facilitate income tax withholding and payment requirements upon vesting of equity awards during a Company-imposed trading blackout or lockup periods. There was no such activity during the three months ended October 31, 2018.


Item 3. Defaults Upon Senior Securities

None.


Item 4. Mine Safety Disclosures
 
Not applicable.


Item 5. Other Information

New Form of Indemnification Agreement for Directors and Officers

On November 28, 2018, our board of directors approved a new form of indemnification agreement to be entered into by us and each of our directors and certain of our corporate officers. The new indemnification agreement will replace our currently existing indemnification agreements with each of our directors and certain of our corporate officers.

In general, the indemnification agreement provides that, subject to the procedures, limitations, and exceptions set forth therein, we will indemnify and hold harmless the applicable director or corporate officer indemnitee against all expenses, damages, losses, liabilities, judgments, fines, penalties and other charges relating to, arising out of, or resulting from (1) any actual, alleged or suspected act or failure to act by the indemnitee in his or her capacity as a director, officer, employee, or agent of ours or as a director, officer, employee, member, manager, trustee, or agent of any other entity as to which the indemnitee is or was serving at our request, (2) any actual, alleged, or suspected act or failure to act by the indemnitee in respect of any business, transaction, communication, filing, disclosure, or other activity of ours or any other entity referred to in clause (1) of this sentence, or (3) the indemnitee’s status as a current or former director, officer, employee, member, manager, trustee, or agent of ours or any other entity referred to in clause (1) of this sentence or any actual, alleged, or suspected act or failure to act by the indemnitee in connection with any obligation or restriction imposed upon the indemnitee by reason of such status.

Each indemnitee will also have the right to advancement by us of any and all reasonable expenses relating to, arising out of or resulting from any claim covered by the indemnification agreement paid or incurred by the indemnitee or which the indemnitee determines are reasonably likely to to be paid or incurred.

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The above description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the form indemnification agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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Item 6.  Exhibits

The following exhibit list includes agreements that we entered into or that became effective during the three months ended October 31, 2018:
Number
 
Description
 
Filed Herewith /
Incorporated by
Reference from
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Filed herewith
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed herewith
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Filed herewith
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Filed herewith
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Filed herewith
 
(1)These exhibits are being “furnished” with this periodic report and are not deemed “filed” with the SEC and are not incorporated by reference in any filing of the company under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.



64
Table of Contents


Signature


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

 
Verint Systems Inc.
 
 
 
 
December 6, 2018
/s/ Douglas E. Robinson
 
Douglas E. Robinson
 
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


65
Exhibit


Exhibit 10.1


DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
This Director and Officer Indemnification Agreement, dated as of ___________ ___, ____ (this “Agreement”), is made by and between Verint Systems Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
RECITALS:
A.    Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.
B.    Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the Company has been delegated to the officers of the Company.
C.    By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.
D.    Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.
E.    In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.
F.    The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.
G.     Delaware law also authorizes a corporation to pay in advance of the final disposition of an action, suit or proceeding the expenses incurred by a director or officer in the defense thereof, and any such right to the advancement of expenses may be made separate and distinct from any right to indemnification and need not be subject to the satisfaction of any standard of conduct or otherwise affected by the merits of any claims against the director or officer.
H.    The authority of a corporation to indemnify and advance the costs of defense to its directors and officers applies to criminal proceedings as well as to civil, administrative and investigative proceedings.
I.    Indemnitee is a director or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.
J.    Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.
K.    In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.




AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)“Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Company or any other person, including any federal, state or other court or governmental entity or agency and any committee or other representative of any corporate constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(b)“Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(c)“Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(d)“ERISA Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(e)“Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim, other than the fees, expenses and costs in respect of which the Company is expressly stated in Section 15 to have no obligation.

(f)“Incumbent Directors” means the individuals who, as of the date hereof, are members of the Board and any individual becoming a member of the Board subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(g)“Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status; provided, however, that (A) except for compulsory counterclaims, Indemnifiable Claim shall not include any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless (1) the Incumbent Directors consented to the initiation of such Claim prior to its initiation, (2) the Incumbent Directors authorize the Company to join in such Claim, or (3) such Claim is initiated solely to enforce Indemnitee’s rights under this Agreement and (B) Indemnifiable Claim shall not




include any Claim in which final judgement is rendered against Indemnitee or in which Indemnitee enters into a settlement, in each case for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and the rules promulgated thereunder, in each case as amended, or similar provisions of any federal, state or local laws. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(h)“Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(i)“Independent Counsel” means a nationally-recognized law firm, or a partner of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(j)“Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(k)“Subsidiary” means an entity in which the Company directly or indirectly beneficially owns more than 50% of the outstanding Voting Stock.

(l)“Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

2.Indemnification Obligation. Subject to Section 8, the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that no repeal or amendment of any law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.

3.Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all reasonable Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within ten business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and shall be accepted by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.





4.Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten business days of such request, any and all reasonable Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee, in each case to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, reimbursement or advancement of such Expenses, for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5.Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section 8 or pursuant to the last sentence of Section 9(a), that Indemnitee is not entitled to indemnification by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss. The Company will indemnify and hold harmless Indemnitee from any claim of contribution that may be brought by directors, officers, employees or other agents or representatives of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

6.Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

7.Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers substantially concurrently with the delivery thereof by the Company and shall promptly inform Indemnitee of any assertion by any such insurer that an Indemnifiable Claim or Indemnifiable Loss is not covered by insurance. If requested by Indemnitee, the Company shall use its reasonable best efforts, at the Company’s expense, to enforce on behalf of and for the benefit of Indemnitee all rights (including rights to receive payment) that may exist under the applicable policies of insurance in relation to such Indemnifiable Claim or Indemnifiable Loss. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

8.Determination of Right to Indemnification.

(a)To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required with respect to such Indemnifiable Claim.

(b)To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable




Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel, selected by the Indemnitee and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board, any duly authorized committee of the Board or any duly authorized officer of the Company (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination shall be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten business days of such request, any and all reasonable costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c)The Company shall use its reasonable efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for obtaining or evaluating any documentation or information relating thereto.

(d)If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within ten business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

9.Presumption of Entitlement.

(a)In making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment, injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary.

(b)In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. The knowledge and/or action, or failure to act, of any other director, officer, employee, agent or representative of the Company will not be imputed to Indemnitee for purposes of any Standard of Conduct Determination. Any Standard of Conduct Determination that Indemnitee has satisfied the applicable standard of conduct shall be final and binding in all respects, including with respect to any litigation or other action or proceeding initiated by Indemnitee to enforce his or her rights hereunder. Any Standard of Conduct Determination that is




adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (whether by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(c)Without limiting the generality or effect of Section 9(b), (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise (other than the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, the Board, any committee of the Board or any director, or on information or records given or reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director shall be deemed to be reasonable unless Indemnitee had actual knowledge to the contrary.

10.No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

11.Non‑Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have against the Company under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

12.Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company. The Company shall, upon request, provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, delayed or conditioned).

13.Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received and is entitled to retain payment (net of any Expenses incurred in connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from




any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15.Defense of Claims. Except for any Indemnifiable Claim asserted by or in the right of the Company (as to which Indemnitee shall be entitled to exclusively control the defense), the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall have the right to control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or experts’ fees or expenses or any other costs or expenses paid or incurred by Indemnitee in connection with defending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other action undertaken by Indemnitee at the request of the Company or with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)); provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall have assumed and of which the Company shall be using its reasonable best efforts to provide an effective defense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

16.Successors and Binding Agreement.

(a)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(b)This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c)This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

17.Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when




hand delivered or dispatched by electronic facsimile transmission or email (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next‑day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party hereto may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

19.Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal. From and after the date of this Agreement, this Agreement shall replace and supersede the indemnification agreement in effect between Indemnitee and the Company immediately prior to the execution and delivery of this Agreement by Indemnitee and the Company.

20.Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party hereto that are not set forth expressly in this Agreement.

21.Legal Fees and Expenses; Interest.

(a)It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company will pay and be solely financially responsible for any and all reasonable attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses.

(b)Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid to Indemnitee.
 
22.Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “ “Section” or “Exhibit” refer to the specified Section or Exhibit of or to this Agreement, (e) the terms “include,”




“includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday. Where the Company is required to make a determination as to the reasonableness of any Expenses under this Agreement, such determination shall be made in good faith by the Disinterested Directors then serving on the Corporate Governance & Nominating Committee of the Board, or to the extent there is no such person, then by the Disinterested Directors or a committee of Disinterested Directors designated by a majority vote of all Disinterest Directors.

23.Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear on Following Page]
IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

VERINT SYSTEMS INC.
175 Broadhollow Road
Melville, NY 11747 USA


By:                        
Name:
Title:


[INDEMNITEE]
[Address]


                        
[Indemnitee]























EXHIBIT A
UNDERTAKING

This Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated as of ___________ ___, ____ (the “Indemnification Agreement”), between Verint Systems Inc., a Delaware corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.
The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of reasonable Expenses which the undersigned [has incurred] [expects to incur] in connection with ______________________ (the “Indemnifiable Claim”).
The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of reasonable Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request to the extent it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 8 of the Indemnification Agreement or pursuant to the last sentence of Section 9(a) of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.
IN WITNESS WHEREOF, the undersigned has executed this Undertaking as of this _____ day of ______________, ____.



                        
[Indemnitee]






Exhibit


Exhibit 31.1
 
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Dan Bodner, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Verint Systems Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Dated:
December 6, 2018
 
By:
/s/ Dan Bodner
 
 
 
 
Dan Bodner
 
 
 
 
President and Chief Executive Officer
 
 
 
 
Principal Executive Officer


Exhibit


Exhibit 31.2
 
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Douglas E. Robinson, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Verint Systems Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Dated:
December 6, 2018
 
By:
/s/ Douglas E. Robinson
 
 
 
 
Douglas E. Robinson
 
 
 
 
Chief Financial Officer
 
 
 
 
Principal Financial Officer


Exhibit


Exhibit 32.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Verint Systems Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2018 (the “Report”), I, Dan Bodner, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
December 6, 2018
/s/ Dan Bodner
 
 
Dan Bodner
 
 
President and Chief Executive Officer
 
 
Principal Executive Officer
 
This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.



Exhibit


Exhibit 32.2
 
CERTIFICATION REQUIRED BY 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Verint Systems Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2018 (the “Report”), I, Douglas E. Robinson, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
December 6, 2018
/s/ Douglas E. Robinson
 
 
Douglas E. Robinson
 
 
Chief Financial Officer
 
 
Principal Financial Officer
 
This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.