0001166388-23-000172 | 10-Q | XBRL Viewer

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CONVERTIBLE PREFERRED STOCK - Dividends and Liquidation Rights (Details) - USD ($)		3 Months Ended		9 Months Ended
	May 07, 2020	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023	Dec. 04, 2019
Subsidiary, Sale of Stock [Line Items]
Holders of preferred stock voting rights, as percentage of voting power of common stock outstanding							19.90%
Preferred stock dividend payments		$ 0	$ 0	$ 20,800,000	$ 20,800,000
Dividends payable		0		0		$ 10,400,000
Preferred stock dividends, unpaid and undeclared		6,900,000		6,900,000
Dividends on preferred stock		$ 5,200,000	$ 5,200,000	$ 15,600,000	$ 15,600,000
Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Preferred stock, liquidation preference (in dollars per share)	$ 1,000
Preferred Stock \| Minimum
Subsidiary, Sale of Stock [Line Items]
Preferred stock, dividend rate, increase percentage each year	1.00%
Preferred Stock \| Maximum
Subsidiary, Sale of Stock [Line Items]
Preferred stock, dividend rate, increase percentage each year	10.00%
Preferred Stock \| Dividend for the first 48-month anniversary of closing date
Subsidiary, Sale of Stock [Line Items]
Preferred stock, dividend rate	5.20%
Preferred Stock \| Dividend after the first 48-month anniversary of closing date
Subsidiary, Sale of Stock [Line Items]
Preferred stock, dividend rate	4.00%
Preferred Stock \| Dividend increase term in the event
Subsidiary, Sale of Stock [Line Items]
Preferred stock, dividend rate	6.00%

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

9 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Share Attributable To Verint Systems Inc.

The following table summarizes the calculation of basic and diluted net income (loss) per common share attributable to Verint Systems Inc. for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands, except per share amounts)	2023		2022		2023		2022
Net income	$	12,865	$	4,226	$	10,711	$	2,564
Net income attributable to noncontrolling interests	253		150		804		614
Net income attributable to Verint Systems Inc.	12,612		4,076		9,907		1,950
Dividends on preferred stock	(5,200)		(5,200)		(15,600)		(15,600)
Net income (loss) attributable to Verint Systems Inc. for basic net loss per common share	7,412		(1,124)		(5,693)		(13,650)
Dilutive effect of dividends on preferred stock	—		—		—		—
Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share	$	7,412	$	(1,124)	$	(5,693)	$	(13,650)

Weighted-average shares outstanding:
Basic	63,887		65,583		64,411		65,161
Dilutive effect of employee equity award plans	257		—		—		—
Dilutive effect of 2021 Notes	—		—		—		—
Dilutive effect of assumed conversion of preferred stock	—		—		—		—
Diluted	64,144		65,583		64,411		65,161

Net income (loss) per common share attributable to Verint Systems Inc.:
Basic	$	0.12	$	(0.02)	$	(0.09)	$	(0.21)
Diluted	$	0.12	$	(0.02)	$	(0.09)	$	(0.21)

Schedule of Anti-dilutive Securities

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


	Three Months Ended October 31,		Nine Months Ended October 31,
(in thousands)	2023	2022	2023	2022
Common shares excluded from calculation:
Restricted stock-based awards	2,717	2,576	2,177	2,242
Series A Preferred Stock	5,497	5,497	5,497	5,497
Series B Preferred Stock	3,980	3,980	3,980	3,980

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

9 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

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


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands, except per share amounts)	2023		2022		2023		2022
Net income	$	12,865	$	4,226	$	10,711	$	2,564
Net income attributable to noncontrolling interests	253		150		804		614
Net income attributable to Verint Systems Inc.	12,612		4,076		9,907		1,950
Dividends on preferred stock	(5,200)		(5,200)		(15,600)		(15,600)
Net income (loss) attributable to Verint Systems Inc. for basic net loss per common share	7,412		(1,124)		(5,693)		(13,650)
Dilutive effect of dividends on preferred stock	—		—		—		—
Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share	$	7,412	$	(1,124)	$	(5,693)	$	(13,650)

Weighted-average shares outstanding:
Basic	63,887		65,583		64,411		65,161
Dilutive effect of employee equity award plans	257		—		—		—
Dilutive effect of 2021 Notes	—		—		—		—
Dilutive effect of assumed conversion of preferred stock	—		—		—		—
Diluted	64,144		65,583		64,411		65,161

Net income (loss) per common share attributable to Verint Systems Inc.:
Basic	$	0.12	$	(0.02)	$	(0.09)	$	(0.21)
Diluted	$	0.12	$	(0.02)	$	(0.09)	$	(0.21)


	Three Months Ended October 31,		Nine Months Ended October 31,
(in thousands)	2023	2022	2023	2022
Common shares excluded from calculation:
Restricted stock-based awards	2,717	2,576	2,177	2,242
Series A Preferred Stock	5,497	5,497	5,497	5,497
Series B Preferred Stock	3,980	3,980	3,980	3,980

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

For the three and nine months ended October 31, 2023, the average price of our common stock did not exceed the $62.08 per share conversion price of our 2021 Notes (as defined in Note 7, “Long-Term Debt”), and other requirements for the 2021 Notes to be convertible were not met. The 2021 Notes will have a dilutive impact on net income per common share at any time when the average market price of our common stock for a quarterly reporting period exceeds the conversion price.

The Capped Calls (as defined in Note 7, “Long-Term Debt”) do not impact our diluted earnings per common share calculations as their effect would be anti-dilutive. The Capped Calls are generally intended to reduce the potential dilution to our common stock upon any conversion of the 2021 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2021 Notes, in the event that at the time of conversion our common stock price exceeds the $62.08 conversion price, with such reduction and/or offset subject to a cap of $100.00.

Further details regarding the 2021 Notes and Capped Calls appear in Note 7, “Long-Term Debt”.

The weighted-average common shares underlying the assumed conversion of the Preferred Stock, on an as-converted basis, were excluded from the calculations of diluted net income (loss) per common share for the three and nine months ended October 31, 2023 and 2022, as their effect would have been anti-dilutive. Further details regarding the Preferred Stock investment appear in Note 9, “Convertible Preferred Stock”.

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Condensed Financial Information Disclosure [Abstract]
Unrecognized tax benefits, including interest and penalties	$ 52,245	$ 52,887
Other	16,608	27,494
Total other liabilities	$ 68,853	$ 80,381

Cover Page - shares	9 Months Ended
Cover Page - shares	Oct. 31, 2023	Nov. 15, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2023
Document Transition Report	false
Entity File Number	001-34807
Entity Registrant Name	Verint Systems Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3200514
Entity Address, Address Line One	175 Broadhollow Road
Entity Address, City or Town	Melville,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	(631)
Local Phone Number	962-9600
Title of 12(b) Security	Common Stock, $.001 par value per share
Trading Symbol	VRNT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		63,015,469
Entity Central Index Key	0001166388
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Oct. 31, 2023	Jul. 31, 2023	Apr. 30, 2023	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022	Oct. 31, 2023	Oct. 31, 2022
Net Income Attributable to Verint Systems Inc. [Abstract]
Net income	$ 12,865	$ (5,788)	$ 3,634	$ 4,226	$ (2,236)	$ 574	$ 10,711	$ 2,564
Net income attributable to noncontrolling interests	253			150			804	614
Net income attributable to Verint Systems Inc.	12,612			4,076			9,907	1,950
Dividends on preferred stock	(5,200)			(5,200)			(15,600)	(15,600)
Net income (loss) attributable to Verint Systems Inc. common shares	7,412			(1,124)			(5,693)	(13,650)
Dilutive effect of dividends on preferred stock	0			0			0	0
Net income (loss) attributable to Verint Systems Inc. for diluted net income (loss) per common share	$ 7,412			$ (1,124)			$ (5,693)	$ (13,650)
Weighted-average shares outstanding:
Basic (in shares)	63,887			65,583			64,411	65,161
Dilutive effect of employee equity award plans (in shares)	257			0			0	0
Dilutive effect of assumed conversion of preferred stock (in shares)	0			0			0	0
Diluted (in shares)	64,144			65,583			64,411	65,161
Net income (loss) per common share attributable to Verint Systems Inc.:
Basic (in dollars per share)	$ 0.12			$ (0.02)			$ (0.09)	$ (0.21)
Diluted (in dollars per share)	$ 0.12			$ (0.02)			$ (0.09)	$ (0.21)
2021 Notes
Weighted-average shares outstanding:
Dilutive effect of 2021 Notes (in shares)	0			0			0	0

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Inventories (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Condensed Financial Information Disclosure [Abstract]
Raw materials	$ 4,101	$ 3,325
Work-in-process	291	40
Finished goods	8,650	9,263
Total inventories	$ 13,042	$ 12,628

STOCK-BASED COMPENSATION - Schedule of PSU Activity (Details) - shares shares in Thousands	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Shares or Units
Beginning balance (in shares)	2,230	2,454
Granted (in shares)	1,911	1,648
Released (in shares)	(1,049)	(1,547)
Forfeited (in shares)	(202)	(140)
Ending balance (in shares)	2,890	2,415
Performance- based RSUs
Shares or Units
Beginning balance (in shares)	532	547
Granted (in shares)	277	278
Released (in shares)	(230)	(279)
Forfeited (in shares)	(25)	(3)
Ending balance (in shares)	554	543

CONVERTIBLE PREFERRED STOCK - Conversion (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	May 07, 2023	Apr. 06, 2021	May 07, 2020	Oct. 31, 2023	Feb. 01, 2021
Subsidiary, Sale of Stock [Line Items]
Shares issuable upon conversion (in shares)				9.6
Common stock, trading days	30 days
Convertible preferred stock, threshold percentage of conversion trigger	175.00%
Preferred stock, redemption price in percentage			100.00%
Internal rate of return			8.00%
Preferred stock dividends, unpaid and undeclared				$ 6.9
Apax
Subsidiary, Sale of Stock [Line Items]
Percentage ownership of outstanding shares				13.20%
Series A Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Conversion price (in dollars per share)			$ 53.50		$ 36.38
Conversion premium			17.10%
Common stock, consecutive trading days	45 days		45 days
Preferred stock, liquidation preference				$ 200.0
Preferred stock dividends, unpaid and undeclared				3.5
Series B Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Conversion price (in dollars per share)		$ 50.25
Conversion price, trading days		20 days
Preferred stock, liquidation preference				200.0
Preferred stock dividends, unpaid and undeclared				$ 3.5
Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Preferred stock, redemption price in percentage			100.00%

REVENUE RECOGNITION - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 689,804	$ 727,041
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue performance obligation, period (up to)		1 year
Remaining performance obligations		$ 464,346
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue performance obligation, period (up to)	1 year
Remaining performance obligations	$ 430,394
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01 \| Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue performance obligation, period (up to)	3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue performance obligation, period (up to)
Remaining performance obligations		$ 262,695
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue performance obligation, period (up to)
Remaining performance obligations	$ 259,410

STOCKHOLDERS' EQUITY - Common Stock Dividends (Details) - USD ($)	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Equity [Abstract]
Dividends on common stock	$ 0	$ 0

BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES	9 Months Ended
	Oct. 31, 2023
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES	BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES Nine Months Ended October 31, 2023 During the nine months ended October 31, 2023, we completed the acquisition of a provider of solutions for workforce scheduling automation, including three employees. This transaction resulted in increases to goodwill, customer relationships, and acquired technology intangible assets, but was not material to our condensed consolidated financial statements, and as a result, additional business combination disclosures for this acquisition have been omitted. Year Ended January 31, 2023 During the year ended January 31, 2023, we completed two business combinations: •In August 2022, we completed the acquisition of a company with conversational AI technology including six employees. •In January 2023, we completed the acquisition of a provider of appointment scheduling solutions including approximately 20 employees. These business combinations were not material to our consolidated financial statements. The combined consideration for these business combinations was approximately $38.4 million, including $26.1 million of combined cash paid at the closings, contingent consideration with an estimated fair value of $12.2 million, and purchase price adjustments of $0.1 million. The combined consideration was partially offset by $4.2 million of combined cash received in the acquisitions. The contingent consideration had a maximum payout amount of approximately $21.4 million as of the respective acquisition dates, and is contingent upon the achievement of certain performance targets over periods extending through January 2026. Cash paid for these business combinations was funded by cash on hand. The combined purchase prices were allocated to intangible assets, including the recognition of $6.0 million of developed technology, $4.2 million of customer relationships, and $0.1 million of trade names. The acquisitions resulted in the recognition of $25.6 million of goodwill, of which $5.1 million is deductible for income tax purposes and $20.5 million is not deductible. Included among the factors contributing to the recognition of goodwill in these transactions were synergies in products and technologies, and the addition of skilled, assembled workforces. The combined transaction and related costs, consisting primarily of professional fees and integration expenses were $0.2 million and $0.7 million for the three and nine months ended October 31, 2023, respectively, and $0.2 million for the three and nine months ended October 31, 2022. All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses. Revenue and net income (loss) attributable to these acquisitions for the three and nine months ended October 31, 2023 were not material. Other Business Combination Information For the three and nine months ended October 31, 2023, we recorded a benefit of $0.7 million and $2.8 million, respectively, within selling, general and administrative expenses for changes in the fair values of contingent consideration obligations associated with business combinations, which was based on our historical business combinations achieving certain objectives and milestones. During the three and nine months ended October 31, 2022, the changes in the fair values of contingent consideration obligations associated with business combinations were immaterial. The aggregate fair values of the remaining contingent consideration obligations associated with business combinations was $7.4 million at October 31, 2023, of which $4.3 million was recorded within accrued expenses and other current liabilities, and $3.1 million was recorded within other liabilities. Payments of contingent consideration earned under these agreements were $1.8 million for the three months ended October 31, 2023, and $4.9 million and $7.5 million for the nine months ended October 31, 2023 and 2022, respectively. There were no payments of contingent consideration during the three months ended October 31, 2022. Asset Acquisition In July 2023, we entered into an agreement to acquire source code that qualifies as an asset acquisition and made an initial deposit payment of $1.0 million upon the execution of the contract and incurred direct transaction costs related to such asset acquisition of $0.2 million. The agreement also stipulates the establishment of additional milestone payments totaling $3.0 million. These milestone payments are contingent upon the successful delivery of the source code and the attainment of specific developmental objectives within the upcoming twelve months and will be reduced by any amounts paid under a separate transition services agreement, which the parties have also entered into. During the three months ended October 31, 2023, we made $1.3 million in milestone payments to the seller, reflecting the achievement of certain source code delivery and integration milestones. The remaining $1.7 million of milestone payments is held in a third-party escrow account classified as restricted cash, which is included in prepaid expenses and other current assets on our condensed consolidated balance sheet as of October 31, 2023. The transaction also provides for additional consideration contingent upon achieving certain performance targets for the years ending January 31, 2025 and 2026 of up to $5.0 million, with a minimum of $2.0 million guaranteed over the period, plus the opportunity to receive additional payments from us based on any revenue we receive from sales of products based on the acquired technology in adjacent markets. Contingent consideration is not recorded in an asset acquisition until the contingency is resolved (when the contingent consideration is paid or becomes payable) or when probable and reasonably estimable. Divestiture In March 2023, we completed the sale of an insignificant product line that we inherited as part of a legacy acquisition and did not fit with our current business priorities or strategic direction. The total consideration for the sale was $0.7 million, which is payable to us in three equal installments through March 2025, the first installment of which was received in July 2023. The transaction reduced goodwill by $0.3 million and intangible assets by $0.2 million and resulted in a gain of approximately $0.2 million, which was recorded within other (expense) income, net in our condensed consolidated statement of operations.

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Income Tax Contingency [Line Items]
Provision for income taxes	$ 12,953	$ 17,395	$ 14,772	$ 20,539
Income (loss) before provision of income taxes	$ 25,818	$ 21,621	$ 25,483	$ 23,103
Effective income tax rate (as a percent)	50.20%	80.50%	58.00%	88.90%
Unrecognized tax benefits (excluding interest and penalties)	$ 87,200		$ 87,200		$ 87,900
Unrecognized tax benefits, income tax penalties and interest accrued	6,800		6,800		$ 5,200
Decrease in unrecognized tax benefits is reasonably possible	$ 12,700		$ 12,700
Excluding Foreign Tax Authority
Income Tax Contingency [Line Items]
Provision for income taxes				$ 18,500
Effective income tax rate (as a percent)				79.90%

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION

9 Months Ended

Oct. 31, 2023

Condensed Financial Information Disclosure [Abstract]

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION

Condensed Consolidated Balance Sheets

Inventories consisted of the following as of October 31, 2023 and January 31, 2023:


	October 31,		January 31,
(in thousands)	2023		2023
Raw materials	$	4,101	$	3,325
Work-in-process	291		40
Finished goods	8,650		9,263
Total inventories	$	13,042	$	12,628

Other liabilities consisted of the following as of October 31, 2023 and January 31, 2023:


	October 31,		January 31,
(in thousands)	2023		2023
Unrecognized tax benefits, including interest and penalties	$	52,245	$	52,887
Other	16,608		27,494
Total other liabilities	$	68,853	$	80,381

Condensed Consolidated Statements of Operations

Other income, net consisted of the following for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31, 2023
(in thousands)	2023		2022		2023		2022
Foreign currency gains, net	$	39	$	1,360	$	212	$	3,620
Other, net	20		(315)		(153)		(434)
Total other income, net	$	59	$	1,045	$	59	$	3,186

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, 2023 and 2022:


	Nine Months Ended October 31,
(in thousands)	2023		2022
Cash paid for interest	$	6,336	$	3,203
Cash payments of income taxes, net	$	12,979	$	12,818
Cash payments for operating leases	$	12,474	$	21,275
Non-cash investing and financing transactions:
Leasehold improvements funded by lease incentive	$	—	$	5,090
Finance leases of property and equipment	$	448	$	567
Accrued but unpaid purchases of property and equipment	$	231	$	4,079
Liabilities for contingent consideration in business combinations	$	2,265	$	2,822
Retirement of treasury stock	$	—	$	106,137
Excise tax on share repurchases	$	612	$	—

REVENUE RECOGNITION

9 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

We derive our revenue primarily from providing customers the right to access our cloud-based solutions, the right to use our software for an indefinite or specified period of time, and related services and support based on when access or control of the software passes to our customers or the services are provided, in an amount that reflects the consideration we expect to be entitled to in exchange for such goods or services. Revenue is reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transactions, including mandatory government charges that are passed through to our customers.

We determine revenue recognition through the following five steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, performance obligations are satisfied

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

Disaggregation of Revenue

The following table provides a disaggregation of our recurring and nonrecurring revenue. Recurring revenue is the portion of our revenue that we believe is likely to be renewed in the future. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions.

•Recurring revenue primarily consists of:

◦Software as a service (“SaaS”) revenue, which consists predominately of bundled SaaS (software access rights with standard managed services) and unbundled SaaS (software licensing rights accounted for as term-based licenses whereby customers have a license to our software with related support for a specific period).

▪Bundled SaaS revenue is recognized over time.

▪Unbundled SaaS revenue is recognized at a point in time, except for the related support which is recognized over time. Unbundled SaaS contracts are eligible for renewal after the initial fixed term, which in most cases is between a one- and three-year time frame. Unbundled SaaS can be deployed in the cloud, either by us or a cloud partner.

◦Optional managed services revenue.

◦Support revenue, which consists of initial and renewal support.

•Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, business advisory consulting and training services, and patent license royalties.


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Recurring revenue:
Bundled SaaS revenue	$	63,251	$	57,041	$	184,770	$	161,005
Unbundled SaaS revenue	52,400		58,746		161,470		152,066
Total SaaS revenue	115,651		115,787		346,240		313,071
Optional managed services revenue	11,842		15,436		36,872		47,127
Support revenue	33,624		42,999		105,443		139,831
Total recurring revenue	161,117		174,222		488,555		500,029
Nonrecurring revenue:
Perpetual revenue	24,557		24,425		74,103		88,473
Professional services revenue	32,873		26,546		82,620		77,496
Total nonrecurring revenue	57,430		50,971		156,723		165,969
Total revenue	$	218,547	$	225,193	$	645,278	$	665,998

Contract Balances

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


(in thousands)	October 31, 2023		January 31, 2023
Accounts receivable, net	$	173,592	$	188,414
Contract assets, net	$	50,338	$	60,444
Long-term contract assets, net (included in other assets)	$	29,637	$	37,950
Contract liabilities	$	237,668	$	271,476
Long-term contract liabilities	$	12,067	$	18,047

We receive payments from customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contract assets represent unbilled amounts related to multi-year unbundled SaaS contracts and arrangements where our right to consideration is subject to the contractually agreed upon billing schedule. We expect billing and collection of a majority of our contract assets to occur within the next twelve months and asset impairment charges related to contract assets were immaterial in the three and nine months ended October 31, 2023 and 2022. As of October 31, 2023, two partners, both authorized global resellers of our solutions, accounted for more than 10% of our aggregated accounts receivable and contract assets; Partner A was approximately 15% and Partner B was approximately 12%. As of January 31, 2023, Partner A and Partner B each accounted for approximately 15% of our aggregated accounts receivable and contract assets. Credit losses relating to these customers have historically been immaterial.

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 nine months ended October 31, 2023 and 2022 from amounts included in contract liabilities at the beginning of each period was $225.3 million and $217.6 million, respectively.

Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes contract liabilities and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The majority of our arrangements are for periods of up to three years, with a significant portion being one year or less.

We elected to exclude amounts of variable consideration attributable to sales- or usage-based royalties in exchange for a license of our IP from the remaining performance obligations. The timing and amount of revenue recognition for our remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, the average length of the contract terms, and foreign currency exchange rates.

The following table provides information about when we expect to recognize our remaining performance obligations:


(in thousands)	October 31, 2023		January 31, 2023
Remaining performance obligations:
Expected to be recognized within 1 year	$	430,394	$	464,346
Expected to be recognized in more than 1 year	259,410		262,695
Total remaining performance obligations	$	689,804	$	727,041

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings CTI Litigation In March 2009, one of our former employees, Ms. Orit Deutsch, commenced legal actions in Israel against our former primary Israeli subsidiary, Cognyte Technologies Ltd. (formerly known as Verint Systems Limited or “VSL”) (Case Number 4186/09) and against our former affiliate CTI (Case Number 1335/09). Also, in March 2009, a former employee of Comverse Limited (CTI’s primary Israeli subsidiary at the time), Ms. Roni Katriel, commenced similar legal actions in Israel against Comverse Limited (Case Number 3444/09). In these actions, the plaintiffs generally sought to certify class action suits against the defendants on behalf of current and former employees of VSL and Comverse Limited who had been granted stock options in Verint and/or CTI and who were allegedly damaged as a result of a suspension on option exercises during an extended filing delay period that is discussed in our and CTI’s historical public filings. On June 7, 2012, the Tel Aviv District Court, where the cases had been filed or transferred, allowed the plaintiffs to consolidate and amend their complaints against the three defendants: VSL, CTI, and Comverse Limited. On October 31, 2012, CTI distributed all of the outstanding shares of common stock of Comverse, Inc., its principal operating subsidiary and parent company of Comverse Limited, to CTI’s shareholders (the “Comverse Share Distribution”). In the period leading up to the Comverse Share Distribution, CTI either sold or transferred substantially all of its business operations and assets (other than its equity ownership interests in Verint and in its then-subsidiary, Comverse, Inc.) to Comverse, Inc. or to unaffiliated third parties. As the result of these transactions, Comverse, Inc. became an independent company and ceased to be affiliated with CTI, and CTI ceased to have any material assets other than its equity interests in Verint. Prior to the completion of the Comverse Share Distribution, the plaintiffs sought to compel CTI to set aside up to $150.0 million in assets to secure any future judgment, but the District Court did not rule on this motion. In February 2017, Mavenir Inc. became successor-in-interest to Comverse, Inc. On February 4, 2013, Verint acquired the remaining CTI shell company in a merger transaction (the “CTI Merger”). As a result of the CTI Merger, Verint assumed certain rights and liabilities of CTI, including any liability of CTI arising out of the foregoing legal actions. However, under the terms of a Distribution Agreement entered into in connection with the Comverse Share Distribution, we, as successor to CTI, are entitled to indemnification from Comverse, Inc. (now Mavenir) for any losses we may suffer in our capacity as successor to CTI related to the foregoing legal actions. Following an unsuccessful mediation process, on August 28, 2016, the District Court (i) denied the plaintiffs’ motion to certify the suit as a class action with respect to all claims relating to Verint stock options, (ii) dismissed the motion to certify the suit against VSL and Comverse Limited, and (iii) approved the plaintiffs’ motion to certify the suit as a class action against CTI with respect to claims of current or former employees of Comverse Limited (now part of Mavenir) or of VSL who held unexercised CTI stock options at the time CTI suspended option exercises. The court also ruled that the merits of the case would be evaluated under New York law. As a result of this ruling (which excluded claims related to Verint stock options from the case), one of the original plaintiffs in the case, Ms. Deutsch, was replaced by a new representative plaintiff, Mr. David Vaaknin. CTI appealed portions of the District Court’s ruling to the Israeli Supreme Court. On August 8, 2017, the Israeli Supreme Court partially allowed CTI’s appeal and ordered the case to be returned to the District Court to determine whether a cause of action exists under New York law based on the parties’ expert opinions. Following two unsuccessful rounds of mediation in mid to late 2018 and in mid-2019, the proceedings resumed. On April 16, 2020, the District Court accepted the plaintiffs’ application to amend the motion to certify a class action and set deadlines for filing amended pleadings by the parties. CTI submitted a motion to appeal the District Court’s decision to the Israeli Supreme Court, as well as a motion to stay the proceedings in the District Court pending the resolution of the appeal. On July 6, 2020, the Israeli Supreme Court granted the motion for a stay. On July 27, 2020, the plaintiffs filed their response on the merits of the motion for leave to appeal. On December 15, 2021, the Israeli Supreme Court rejected CTI’s motion to appeal and the proceedings in the District Court resumed. At the recommendation of the District Court, in June 2022, the parties conducted another round of mediation in New York. On July 10, 2022, the parties reached an agreement to settle the matter on terms set forth in a settlement agreement that was executed by all parties and submitted a motion for approval of the settlement agreement to the District Court. Under the terms of the settlement agreement, subject to full and final waiver, Mavenir Inc. and/or Comverse, Inc. and/or Mavenir Ltd. agreed to pay a total of $16.0 million (such amount to be paid in three phases as set forth in the settlement agreement) as compensation to the plaintiffs and members of the class. The compensation amount is comprehensive, final and absolute and includes within it all the amounts and expenses to be paid in connection with the settlement agreement. Under the terms of an associated guaranty agreement, Verint has guaranteed the payment of the compensation amount in the event it is not paid by the primary obligors. On February 7, 2023, the District Court approved the settlement without material changes. As of October 31, 2023, the first two installments of the compensation amount had been paid by Mavenir, leaving one installment of approximately $4.7 million to be paid in April 2024. Under the terms of the Separation and Distribution Agreement entered into between Verint and Cognyte, Cognyte has agreed to indemnify Verint for Cognyte’s share of any losses that Verint may suffer related to the foregoing legal actions either in its capacity as successor to CTI, to the extent not indemnified by Mavenir, or due to its former ownership of Cognyte and VSL. As of October 31, 2023, we had a remaining liability of $4.7 million, which is included within accrued expenses and other current liabilities, and an offsetting indemnification receivable of $4.7 million, which is included in prepaid expenses and other current assets. There was no impact to our condensed consolidated statement of operations. Unfair Competition Litigation and Related Investigation As previously disclosed, Verint Americas Inc., as successor to ForeSee Results, Inc. (“ForeSee”), was the defendant in two Eastern District of Michigan cases captioned ACSI LLC v. ForeSee Results, Inc., and CFI Group USA LLC v. Verint Americas Inc. The former case was filed on October 24, 2018 against ForeSee Results, Inc. by American Customer Satisfaction Index, LLC (“ACSI LLC”) (Case No. 2:18-cv-13319) and alleged infringement of two federally registered trademarks and common law unfair competition under federal and state law. The latter case was filed on September 5, 2019 against Verint Americas Inc. (as successor in interest to ForeSee) by CFI Group USA LLC (“CFI”) (Case No. 2:19-cv-12602) and alleged unfair competition and false advertising under federal and state law, as well as tortious interference with contract. We believe that the claims asserted by the plaintiffs in these matters were without merit. Following the filing of the Eastern District of Michigan litigation, ForeSee filed affirmative litigation in the U.S. District Court for the District of Delaware (Case No. 1:21-cv-00674, Complaint filed on May 7, 2021) against ACSI LLC, CFI, Claes Fornell, and CFI Software LLC (the “Fornell Group”) asserting fraud and other claims against ACSI LLC, CFI, Fornell, and CFI Software for, among other things, their breach of a “Joinder and Waiver Agreement” entered into in connection with the December 2013 sale of ForeSee to its previous owner and misrepresentations in the associated deal documents. Verint acquired ForeSee in December 2018. In April 2023, the parties reached an agreement in principle to settle these actions, and on June 1, 2023, the parties signed a definitive settlement agreement. Under the terms of the settlement agreement, Verint paid $9.0 million to the Fornell Group in July 2023 and the parties have agreed to certain restrictive covenants with respect to the future business activities of both ForeSee and the Fornell Group. The agreement provides that the settlement does not constitute a ruling on the merits, an admission as to any issue of fact or principle of law, or an admission of liability or wrongdoing by either ForeSee or Verint. Following the execution of the settlement agreement, the two cases in Michigan against us have been dismissed, and the case in Delaware filed by us has been dismissed. The U.S. Attorney’s Office for the Eastern District of Michigan’s Civil Division (“USAO”) also conducted a False Claims Act investigation concerning allegations ForeSee and/or Verint failed to provide the federal government the services described in certain government contracts related to ForeSee’s products inherited by Verint in the ForeSee acquisition. Verint received a Civil Investigation Demand (“CID”) in connection with this investigation and provided responses. The False Claims Act contains provisions that allow for private persons (“relators”) to initiate actions by filing claims under seal. We believed and subsequently confirmed that this investigation was initiated by ACSI LLC and CFI in coordination with the Eastern District of Michigan litigation discussed above. In March 2023, Verint and the Assistant U.S. Attorney overseeing the USAO investigation reached an agreement in principle to resolve the USAO matter. The definitive settlement agreement, which provides that it is not an admission of liability by us, was signed in July 2023 including by the USAO and the relators. Under the terms of the settlement agreement, Verint paid $7.0 million to the government in August 2023 (a portion of which is payable by the government to the relators) in exchange for a release of the asserted claims, and an associated civil action brought by the relators has been dismissed. As of January 31, 2023, we recognized a $7.0 million legal settlement liability in respect of the USAO matter and a $3.5 million legal settlement liability in respect of the ACSI and CFI matters within accrued expenses and other current liabilities, and a corresponding insurance recovery receivable in prepaid expenses and other current assets on our consolidated balance sheets. These loss accruals and insurance recoveries were offset within selling, general and administrative expenses in our consolidated statements of operations for the year ended January 31, 2023, resulting in no impact on our consolidated statements of operations. The incremental settlement costs of $5.5 million related to the ACSI and CFI matters as a result of the settlement described above is included within selling, general and administrative expenses in our condensed consolidated statement of operations for the nine months ended October 31, 2023. We reached a final settlement with one of our insurance carriers for a total cumulative insurance recovery of $14.5 million for the losses we incurred related to these actions, which offset settlement and legal expenses during the year ended January 31, 2023. We collected $2.0 million during the year ended January 31, 2023 and $12.5 million was collected in April 2023. We are a party to various other litigation matters and claims that arise from time to time in the ordinary course of our business. While we believe that the ultimate outcome of any such current matters will not have a material adverse effect on us, their outcomes are not determinable and negative outcomes may adversely affect our financial position, liquidity, or results of operations.

STOCK-BASED COMPENSATION - Activities Of Stock Bonus Program (Details) - Stock Bonus Program - shares	3 Months Ended	9 Months Ended
	Jul. 31, 2023	Oct. 31, 2023	Oct. 31, 2022
Stock-Based Compensation Plans
Shares in lieu of cash bonus - granted and released (in shares)	27,000	27,000	131,000
Shares granted in respect of discount (in shares)		0	25,000
Shares released in respect of discount (in shares)		2,000	23,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

LONG-TERM DEBT - 2021 Notes (Details)			9 Months Ended
LONG-TERM DEBT - 2021 Notes (Details)	Apr. 09, 2021 USD ($)	Apr. 06, 2021 USD ($) $ / shares	Oct. 31, 2023 USD ($)	Oct. 31, 2022 USD ($)
Debt Instrument [Line Items]
Payments of debt-related costs			$ 232,000	$ 224,000
Series B Preferred Stock \| Series B Private Placement
Debt Instrument [Line Items]
Sale of stock, consideration received on transaction		$ 200,000,000
2021 Notes
Debt Instrument [Line Items]
Debt principal amount	$ 315,000,000
Coupon interest rate	0.25%
Convertible debt, conversion ratio	0.0161092
Convertible debt, conversion price (in dollars per share) \| $ / shares		$ 62.08
Payments of debt-related costs	$ 8,900,000
Effective interest rate (as a percent)			0.83%

REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 218,547	$ 225,193	$ 645,278	$ 665,998
Bundled SaaS revenue
Disaggregation of Revenue [Line Items]
Total revenue	63,251	57,041	184,770	161,005
Unbundled SaaS revenue
Disaggregation of Revenue [Line Items]
Total revenue	52,400	58,746	161,470	152,066
Total SaaS revenue
Disaggregation of Revenue [Line Items]
Total revenue	115,651	115,787	346,240	313,071
Optional managed services revenue
Disaggregation of Revenue [Line Items]
Total revenue	11,842	15,436	36,872	47,127
Support revenue
Disaggregation of Revenue [Line Items]
Total revenue	33,624	42,999	105,443	139,831
Total recurring revenue
Disaggregation of Revenue [Line Items]
Total revenue	161,117	174,222	488,555	500,029
Perpetual revenue
Disaggregation of Revenue [Line Items]
Total revenue	24,557	24,425	74,103	88,473
Professional services revenue
Disaggregation of Revenue [Line Items]
Total revenue	32,873	26,546	82,620	77,496
Total nonrecurring revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 57,430	$ 50,971	$ 156,723	$ 165,969

CONVERTIBLE PREFERRED STOCK - Voting Rights (Details)	Dec. 04, 2019
Equity [Abstract]
Holders of preferred stock voting rights, as percentage of voting power of common stock outstanding	19.90%

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 12,865	$ 4,226	$ 10,711	$ 2,564
Other comprehensive loss, net of reclassification adjustments:
Foreign currency translation adjustments	(23,704)	(22,917)	(7,247)	(66,590)
Net decrease from foreign exchange contracts designated as hedges	(251)	(94)	(281)	(239)
Benefit from income taxes on net decrease from foreign exchange contracts designated as hedges	43	17	48	43
Other comprehensive loss	(23,912)	(22,994)	(7,480)	(66,786)
Comprehensive (loss) income	(11,047)	(18,768)	3,231	(64,222)
Comprehensive income attributable to noncontrolling interests	253	150	804	614
Comprehensive (loss) income attributable to Verint Systems Inc.	$ (11,300)	$ (18,918)	$ 2,427	$ (64,836)

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION (Tables)

9 Months Ended

Oct. 31, 2023

Condensed Financial Information Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following as of October 31, 2023 and January 31, 2023:


	October 31,		January 31,
(in thousands)	2023		2023
Raw materials	$	4,101	$	3,325
Work-in-process	291		40
Finished goods	8,650		9,263
Total inventories	$	13,042	$	12,628

Schedule of Other Liabilities

Other liabilities consisted of the following as of October 31, 2023 and January 31, 2023:


	October 31,		January 31,
(in thousands)	2023		2023
Unrecognized tax benefits, including interest and penalties	$	52,245	$	52,887
Other	16,608		27,494
Total other liabilities	$	68,853	$	80,381

Schedule of Other Income, Net

Other income, net consisted of the following for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31, 2023
(in thousands)	2023		2022		2023		2022
Foreign currency gains, net	$	39	$	1,360	$	212	$	3,620
Other, net	20		(315)		(153)		(434)
Total other income, net	$	59	$	1,045	$	59	$	3,186

Schedule of Supplemental Information Regarding Condensed Consolidated Cash Flows

The following table provides supplemental information regarding our condensed consolidated cash flows for the nine months ended October 31, 2023 and 2022:


	Nine Months Ended October 31,
(in thousands)	2023		2022
Cash paid for interest	$	6,336	$	3,203
Cash payments of income taxes, net	$	12,979	$	12,818
Cash payments for operating leases	$	12,474	$	21,275
Non-cash investing and financing transactions:
Leasehold improvements funded by lease incentive	$	—	$	5,090
Finance leases of property and equipment	$	448	$	567
Accrued but unpaid purchases of property and equipment	$	231	$	4,079
Liabilities for contingent consideration in business combinations	$	2,265	$	2,822
Retirement of treasury stock	$	—	$	106,137
Excise tax on share repurchases	$	612	$	—

REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 173,592	$ 188,414
Contract assets, net	50,338	60,444
Long-term contract assets, net (included in other assets)	29,637	37,950
Contract liabilities	237,668	271,476
Long-term contract liabilities	$ 12,067	$ 18,047

DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) - Unrealized Losses on Foreign Exchange Contracts Designated as Hedges - USD ($) $ in Millions	9 Months Ended
	Oct. 31, 2023	Jan. 31, 2023
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative, term (no longer than)	12 months
Notional amounts of derivative financial instruments	$ 6.2	$ 6.8
Maximum maturity of foreign currency derivatives	12 months

BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Asset Acquisition (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Jul. 31, 2023	Oct. 31, 2023
Asset Acquisition [Line Items]
Asset acquisition, deposit payment	$ 1.0
Asset acquisition, direct deal costs	0.2
Milestone Payments
Asset Acquisition [Line Items]
Asset acquisition, milestone payments	$ 3.0
Payment for asset acquisition contingent consideration		$ 1.3
Asset acquisition, contingent consideration held in third-party escrow account		1.7
Consideration Contingent Upon Achieving Certain Performance Targets \| Maximum
Asset Acquisition [Line Items]
Asset acquisition, contingent consideration		5.0
Consideration Contingent Upon Achieving Certain Performance Targets \| Minimum
Asset Acquisition [Line Items]
Asset acquisition, contingent consideration		$ 2.0

STOCKHOLDERS' EQUITY - Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Oct. 31, 2023	Jul. 31, 2023	Apr. 30, 2023	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022	Oct. 31, 2023	Oct. 31, 2022
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Research and development, net	$ (32,084)			$ (32,941)			$ (97,923)	$ (97,844)
Selling, general and administrative	(87,879)			(93,757)			(297,532)	(302,344)
Total, before income taxes	25,818			21,621			25,483	23,103
Benefit from income taxes	(12,953)			(17,395)			(14,772)	(20,539)
Net income	12,865	$ (5,788)	$ 3,634	4,226	$ (2,236)	$ 574	10,711	2,564
Recurring
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Cost of revenue	(38,883)			(38,834)			(118,093)	(120,714)
Nonrecurring
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Cost of revenue	(25,046)			(28,013)			(79,213)	(90,781)
Foreign currency forward contracts \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Research and development, net	(166)			(134)			(428)	(321)
Selling, general and administrative	(79)			(73)			(199)	(170)
Total, before income taxes	(272)			(226)			(695)	(541)
Benefit from income taxes	47			38			121	93
Net income	(225)			(188)			(574)	(448)
Foreign currency forward contracts \| Recurring \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Cost of revenue	(3)			0			(7)	0
Foreign currency forward contracts \| Nonrecurring \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Cost of revenue	$ (24)			$ (19)			$ (61)	$ (50)

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022
Cash and cash equivalents	$ 209,647	$ 252,073
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	211,410	252,152
Prepaid expenses and other current assets
Restricted cash and cash equivalents	1,763	22
Other assets
Restricted cash and cash equivalents	$ 0	$ 57

LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023	Apr. 30, 2021
Debt Instrument [Line Items]
Less: unamortized debt discounts and issuance costs	$ (4,539)	$ (6,092)
Total debt	410,461	408,908
Less: current maturities	0	0
Long-term debt	410,461	408,908
2021 Notes
Debt Instrument [Line Items]
Long-term debt outstanding	315,000	315,000
Term Loan
Debt Instrument [Line Items]
Long-term debt outstanding	0	100,000	$ 100,000
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt outstanding	$ 100,000	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

STOCKHOLDERS' EQUITY

9 Months Ended

Oct. 31, 2023

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Common Stock Dividends

We did not declare or pay any cash dividends on our common stock during the nine months ended October 31, 2023 and 2022. Under the terms of our Credit Agreement, we are subject to certain restrictions on declaring and paying cash dividends on our common stock.

Treasury Stock

From time to time, our board of directors has approved limited programs to repurchase shares of our common stock from our directors or officers in connection with the vesting of restricted stock or restricted stock units to facilitate required income tax withholding by us or the payment of required income taxes by such holders. In addition, the terms of some of our equity award agreements with all grantees provide for automatic repurchases by us for the same purpose if a vesting-related or delivery-related tax event occurs at a time when the holder is not permitted to sell shares in the market. Our stock bonus program contains similar terms. Any such repurchases of common stock occur at prevailing market prices and are recorded as treasury stock.

We periodically purchase common stock from our directors, officers, and other employees to facilitate income tax withholding by us or the payment of required income taxes by such holders in connection with the vesting of equity awards occurring during a Company-imposed trading blackout or lockup period. When treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired.

No treasury stock remained outstanding at October 31, 2023 and January 31, 2023, respectively.

Stock Repurchase Programs

On December 7, 2022, we announced that our board of directors had authorized a stock repurchase program for the period from December 12, 2022 until January 31, 2025, whereby we may repurchase shares of common stock in an amount not to exceed, in the aggregate, $200.0 million during the repurchase period.

During the year ended January 31, 2023, we repurchased approximately 649,000 shares of our common stock for a cost of $23.5 million under the current stock repurchase program. During the nine months ended October 31, 2023, we repurchased approximately 3,014,000 shares of our common stock for a cost of $99.3 million, including excise tax of $0.6 million, under the

current stock repurchase program. During the nine months ended October 31, 2023, we retired all 3,014,000 shares, which was recorded as a reduction of common stock and additional paid-in capital. These shares were returned to the status of authorized and unissued shares. Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the IRA. The excise tax of $0.6 million was recognized as part of the cost basis of shares acquired in the condensed consolidated statements of stockholders’ equity during the nine months ended October 31, 2023.

During the nine months ended October 31, 2022, we repurchased and retired 2,010,000 shares of our common stock for a cost of $106.1 million, which included $105.7 million of share repurchases under a prior stock repurchase program as well as other purchases to facilitate income tax withholding or payments as described above.

Issuance of Convertible Preferred Stock

On December 4, 2019, in conjunction with the planned Spin-Off, we announced that an affiliate of Apax Partners would invest up to $400.0 million in us, in the form of convertible preferred stock. Under the terms of the Investment Agreement, the Apax Investor purchased $200.0 million of our Series A Preferred Stock, which closed on May 7, 2020. In connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock, which closed on April 6, 2021. As of October 31, 2023, Apax’s ownership in us on an as-converted basis was approximately 13.2%. Please refer to Note 9, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities and derivative financial instruments designated as hedges. Accumulated other comprehensive loss is presented as a separate line item in the stockholders’ equity section of our condensed consolidated balance sheets. Accumulated other comprehensive 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 loss for the nine months ended October 31, 2023:


(in thousands)	Unrealized Losses on Foreign Exchange Contracts Designated as Hedges		Foreign Currency Translation Adjustments		Total
Accumulated other comprehensive loss at January 31, 2023	$	(87)	$	(154,012)	$	(154,099)
Other comprehensive loss before reclassifications	(807)		(7,247)		(8,054)
Amounts reclassified out of accumulated other comprehensive loss	(574)		—		(574)
Net other comprehensive loss	(233)		(7,247)		(7,480)
Accumulated other comprehensive loss at October 31, 2023	$	(320)	$	(161,259)	$	(161,579)

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

The amounts reclassified out of accumulated other comprehensive loss into the condensed consolidated statements of operations, with presentation location, for the three and nine months ended October 31, 2023 and 2022 were as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022		Financial Statement Location
Unrealized losses on derivative financial instruments:
Foreign currency forward contracts	$	(3)	$	—	$	(7)	$	—	Cost of recurring revenue
	(24)		(19)		(61)		(50)		Cost of nonrecurring revenue
	(166)		(134)		(428)		(321)		Research and development, net
	(79)		(73)		(199)		(170)		Selling, general and administrative
	(272)		(226)		(695)		(541)		Total, before income taxes
	47		38		121		93		Benefit from income taxes
	$	(225)	$	(188)	$	(574)	$	(448)	Total, net of income taxes

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Revenue:
Total revenue	$ 218,547	$ 225,193	$ 645,278	$ 665,998
Cost of revenue:
Amortization of acquired technology	1,609	3,550	5,511	10,742
Total cost of revenue	65,538	70,397	202,817	222,237
Gross profit	153,009	154,796	442,461	443,761
Operating expenses:
Research and development, net	32,084	32,941	97,923	97,844
Selling, general and administrative	87,879	93,757	297,532	302,344
Amortization of other acquired intangible assets	6,328	6,420	19,028	19,887
Total operating expenses	126,291	133,118	414,483	420,075
Operating income	26,718	21,678	27,978	23,686
Other income (expense), net:
Interest income	1,650	1,045	5,440	1,742
Interest expense	(2,609)	(2,147)	(7,994)	(5,511)
Other income, net	59	1,045	59	3,186
Total other expense, net	(900)	(57)	(2,495)	(583)
Income before provision for income taxes	25,818	21,621	25,483	23,103
Provision for income taxes	12,953	17,395	14,772	20,539
Net income	12,865	4,226	10,711	2,564
Net income attributable to noncontrolling interests	253	150	804	614
Net income attributable to Verint Systems Inc.	12,612	4,076	9,907	1,950
Dividends on preferred stock	(5,200)	(5,200)	(15,600)	(15,600)
Net income (loss) attributable to Verint Systems Inc. common shares	$ 7,412	$ (1,124)	$ (5,693)	$ (13,650)
Net income (loss) per common share attributable to Verint Systems Inc.:
Basic (in dollars per share)	$ 0.12	$ (0.02)	$ (0.09)	$ (0.21)
Diluted (in dollars per share)	$ 0.12	$ (0.02)	$ (0.09)	$ (0.21)
Weighted-average common shares outstanding:
Basic (in shares)	63,887	65,583	64,411	65,161
Diluted (in shares)	64,144	65,583	64,411	65,161
Recurring
Revenue:
Total revenue	$ 161,117	$ 174,222	$ 488,555	$ 500,029
Cost of revenue:
Cost of revenue	38,883	38,834	118,093	120,714
Nonrecurring
Revenue:
Total revenue	57,430	50,971	156,723	165,969
Cost of revenue:
Cost of revenue	$ 25,046	$ 28,013	$ 79,213	$ 90,781

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Oct. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Values of Derivative Financial Instruments

The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023 were as follows:


		Fair Value at
		October 31,		January 31,
(in thousands)	Balance Sheet Classification	2023		2023
Derivative assets:
Foreign currency forward contracts:
Designated as cash flow hedges	Prepaid expenses and other current assets	$	10	$	19
Total derivative assets		$	10	$	19

Derivative liabilities:
Foreign currency forward contracts:
Designated as cash flow hedges	Accrued expenses and other current liabilities	$	396	$	124
Total derivative liabilities		$	396	$	124

Schedule of the Effects of Derivative Financial Instruments Designated as Cash Flow Hedging Instruments

The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the condensed consolidated statement of operations for the three and nine months ended October 31, 2023 and 2022 were as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Net losses recognized in AOCL:
Foreign currency forward contracts	$	(523)	$	(320)	$	(976)	$	(780)

Net losses reclassified from AOCL to the condensed consolidated statements of operations:
Foreign currency forward contracts	$	(272)	$	(226)	$	(695)	$	(541)

INTANGIBLE ASSETS AND GOODWILL

9 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

Acquisition-related intangible assets, excluding certain intangible assets previously acquired that were fully amortized and removed from our condensed consolidated balance sheets, consisted of the following as of October 31, 2023 and January 31, 2023:


	October 31, 2023
(in thousands)	Cost		Accumulated Amortization		Net
Intangible assets with finite lives:
Customer relationships	$	453,705	$	(405,033)	$	48,672
Acquired technology	228,585		(213,111)		15,474
Trade names	4,474		(4,401)		73
Distribution network	2,440		(2,440)		—
Total intangible assets	$	689,204	$	(624,985)	$	64,219


	January 31, 2023
(in thousands)	Cost		Accumulated Amortization		Net
Intangible assets with finite lives:
Customer relationships	$	458,013	$	(390,113)	$	67,900
Acquired technology	229,317		(212,065)		17,252
Trade names	4,479		(4,359)		120
Distribution network	2,440		(2,440)		—
Total intangible assets	$	694,249	$	(608,977)	$	85,272

Total amortization expense recorded for acquisition-related intangible assets was $7.9 million and $10.0 million for the three months ended October 31, 2023 and 2022, respectively, and $24.5 million and $30.6 million for the nine months ended October

31, 2023 and 2022, respectively. The reported amount of net acquisition-related intangible assets can fluctuate from the impact of changes in foreign currency exchange rates on intangible assets not denominated in U.S. dollars.

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


(in thousands)
Years Ending January 31,	Amount
2024 (remainder of year)	$	7,899
2025	17,337
2026	15,988
2027	12,243
2028	7,505
2029 and thereafter	3,247
Total	$	64,219

There were no impairments of acquired intangible assets during the nine months ended October 31, 2023 and 2022.

Goodwill activity for the nine months ended October 31, 2023 was as follows:


(in thousands)	Amount
Nine Months Ended October 31, 2023:
Goodwill, gross, at January 31, 2023	$	1,403,256
Accumulated impairment losses through January 31, 2023	(56,043)
Goodwill, net, at January 31, 2023	1,347,213
Foreign currency translation and other	(6,277)
Business combinations, including adjustments to prior period acquisitions	2,513
Goodwill, net, at October 31, 2023	$	1,343,449

Balance at October 31, 2023
Goodwill, gross, at October 31, 2023	$	1,399,492
Accumulated impairment losses through October 31, 2023	(56,043)
Goodwill, net, at October 31, 2023	$	1,343,449

No events or circumstances indicating the potential for goodwill impairment were identified during the nine months ended October 31, 2023. We will perform our annual goodwill impairment analysis as of November 1, 2023 during the three months ending January 31, 2024.

CONVERTIBLE PREFERRED STOCK	9 Months Ended
CONVERTIBLE PREFERRED STOCK	Oct. 31, 2023
Equity [Abstract]
CONVERTIBLE PREFERRED STOCK	CONVERTIBLE PREFERRED STOCK On December 4, 2019, we entered into the Investment Agreement with the Apax Investor whereby, subject to certain closing conditions, the Apax Investor agreed to make an investment in us in an amount up to $400.0 million as follows: •On May 7, 2020, we issued a total of 200,000 shares of our Series A Preferred Stock for an aggregate purchase price of $200.0 million, or $1,000 per share, to the Apax Investor. In connection therewith, we incurred direct and incremental costs of $2.7 million, including financial advisory fees, closing costs, legal fees, and other offering-related costs. These direct and incremental costs reduced the carrying amount of the Series A Preferred Stock. •In connection with the completion of the Spin-Off, on April 6, 2021, we issued a total of 200,000 shares of our Series B Preferred Stock for an aggregate purchase price of $200.0 million, or $1,000 per share, to the Apax Investor. In connection therewith, we incurred direct and incremental costs of $1.3 million, including financial advisory fees, closing costs, legal fees, and other offering-related costs. These direct and incremental costs reduced the carrying amount of the Series B Preferred Stock. Each of the rights, preferences, and privileges of the Series A Preferred Stock and Series B Preferred Stock are set forth in separate certificates of designation filed with the Secretary of State of the State of Delaware on the applicable issuance date. Voting Rights Holders of the Preferred Stock have the right to vote on matters submitted to a vote of the holders of our common stock, on an as-converted basis; however, in no event will the holders of Preferred Stock have the right to vote shares of the Preferred Stock on an as-converted basis in excess of 19.9% of the voting power of the common stock outstanding immediately prior to December 4, 2019. Dividends and Liquidation Rights The Preferred Stock ranks senior to the shares of our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs. Shares of Preferred Stock have a liquidation preference of the greater of $1,000 per share or the amount that would be received if the shares are converted at the then applicable conversion price at the time of such liquidation. Each series of Preferred Stock pays dividends at an annual rate of 5.2% until May 7, 2024, and thereafter at a rate of 4.0%, subject to adjustment under certain circumstances. Dividends on the Preferred Stock are cumulative and payable semi-annually in arrears in cash. All dividends that are not paid in cash will remain accumulated dividends with respect to each share of Preferred Stock. The dividend rate is subject to increase (i) to 6.0% per annum in the event the number of shares of common stock into which the Preferred Stock could be converted exceeds 19.9% of the voting power of outstanding common stock on December 4, 2019 (unless we obtain shareholder approval of the issuance of common stock upon conversion of the Preferred Stock) and (ii) by 1.0% each year, up to a maximum dividend rate of 10.0% per annum, in the event we fail to satisfy our obligations to redeem the Preferred Stock in specified circumstances. For the nine months ended October 31, 2023, we paid $20.8 million of preferred stock dividends, $10.4 million of which was accrued as of January 31, 2023, and there were $6.9 million of cumulative undeclared and unpaid preferred stock dividends at October 31, 2023. There were no dividends paid during the three months ended October 31, 2023 and 2022, and we had no accrued dividends as of October 31, 2023. We reflected $5.2 million and $15.6 million of preferred stock dividends in our condensed consolidated results of operations, for purposes of computing net income (loss) attributable to Verint Systems Inc. common shares, for the three and nine months ended October 31, 2023, respectively. There were $5.2 million and $15.6 million of preferred stock dividends in our condensed consolidated results of operations for the three and nine months ended October 31, 2022, respectively. Conversion The Series A Preferred Stock was initially convertible into common stock at the election of the holder, subject to certain conditions, at an initial conversion price of $53.50 per share. The initial conversion price represented a conversion premium of 17.1% over the volume-weighted average price per share of our common stock over the 45 consecutive trading days immediately prior to December 4, 2019. In accordance with the Investment Agreement, the Series A Preferred Stock did not participate in the Spin-Off distribution of the Cognyte shares, which occurred on February 1, 2021, and the Series A Preferred Stock conversion price was instead adjusted to $36.38 per share based on the ratio of the relative trading prices of Verint and Cognyte following the Spin-Off. The Series B Preferred Stock is convertible at a conversion price of $50.25, based in part on our trading price over the 20 day trading period following the Spin-Off. As of October 31, 2023, the maximum number of shares of common stock that could be required to be issued upon conversion of the outstanding shares of Preferred Stock was approximately 9.6 million shares and Apax’s ownership in us on an as-converted basis was approximately 13.2%. Beginning May 7, 2023, in the case of the Series A Preferred Stock, and April 6, 2024, in the case of the Series B Preferred Stock, we have the option to require that all (but not less than all) of the then-outstanding shares of Preferred Stock of the series convert into common stock if the volume-weighted average price per share of the common stock for at least 30 trading days in any 45 consecutive trading day period exceeds 175% of the then-applicable conversion price of such series (a “Mandatory Conversion”). As of October 31, 2023, the volume-weighted average price per share of common stock has not exceeded 175% of the $36.38 conversion price of the Series A Preferred Stock. We may redeem any or all of the Preferred Stock of a series for cash at any time after May 7, 2026, in the case of the Series A Preferred Stock, and April 6, 2027, in the case of the Series B Preferred Stock, at a redemption price equal to 100% of the liquidation preference of the shares of the Preferred Stock, plus any accrued and unpaid dividends to, but excluding, the redemption date, plus a make-whole amount designed to allow the Apax Investor to earn a total 8.0% internal rate of return on such shares. The Preferred Stock may not be sold or transferred without our prior written consent. The common stock issuable upon conversion of the Preferred Stock is not subject to this restriction. The restriction on the sale or transfer of the Preferred Stock does not apply to certain transfers to one or more permitted co-investors or transfers or pledges of the Preferred Stock pursuant to the terms of specified margin loans entered into by the Apax Investor as well as transfers effected pursuant to a merger, consolidation, or similar transaction consummated by us and transfers that are approved by our board of directors. At any time after November 7, 2028, in the case of the Series A Preferred Stock, and October 6, 2029, in the case of the Series B Preferred Stock, or upon the occurrence of a change of control triggering event (as defined in the certificates of designation), the holders of the applicable series of Preferred Stock will have the right to cause us to redeem all of the outstanding shares of Preferred Stock for cash at a redemption price equal to 100% of the liquidation preference of the shares of such series, plus any accrued and unpaid dividends to, but excluding, the redemption date. Therefore, the Preferred Stock has been classified as temporary equity on our condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023, separate from permanent equity, as the potential required repurchase of the Preferred Stock, however remote in likelihood, is not solely under our control. As of October 31, 2023, the Preferred Stock was not redeemable, and we have concluded that it is currently not probable of becoming redeemable, including from the occurrence of a change in control triggering event. The holders’ redemption rights which occur at November 7, 2028, in the case of the Series A Preferred Stock, and October 6, 2029, in the case of the Series B Preferred Stock, are not considered probable because there is a more than remote likelihood that the Mandatory Conversion may occur prior to such redemption rights. We therefore did not adjust the carrying amount of the Preferred Stock to its current redemption amount, which was its liquidation preference at October 31, 2023 plus accrued and unpaid dividends. As of October 31, 2023, the stated value of the liquidation preference for each series of Preferred Stock was $200.0 million and cumulative, unpaid dividends on each series of Preferred Stock was $3.5 million. Future Tranche Right We determined that our obligation to issue and the Apax Investor’s obligation to purchase 200,000 shares of the Series B Preferred Stock in connection with the completion of the Spin-Off and the satisfaction of other customary closing conditions (the “Future Tranche Right”) met the definition of a freestanding financial instrument as the Future Tranche Right is legally detachable and separately exercisable from the Series A Preferred Stock. At issuance, we allocated a portion of the proceeds from the issuance of the Series A Preferred Stock to the Future Tranche Right based upon its fair value at such time, with the remaining proceeds being allocated to the Series A Preferred Stock. The Future Tranche Right was remeasured at fair value each reporting period until the settlement of the right (at the time of the issuance of the Series B Preferred Stock), and changes in its fair value were recognized as a non-cash charge or benefit within other income (expense), net on the condensed consolidated statement of operations. Upon issuance of the Series A Preferred Stock on May 7, 2020, the Future Tranche Right was recorded as an asset of $3.4 million, as the purchase price of the Series B Preferred Stock was greater than its estimated fair value at the expected settlement date. This resulted in a $203.4 million carrying value, before direct and incremental issuance costs, for the Series A Preferred Stock. Immediately prior to the issuance of the Series B Preferred Stock, the Future Tranche Right was remeasured and upon the issuance of the Series B Preferred Stock in April 2021, the Future Tranche Right was settled, resulting in a reclassification of the $37.0 million fair value of the Future Tranche Right liability at that time to the carrying value of the Series B Preferred Stock. This resulted in a $237.0 million carrying value, before direct and incremental issuance costs, for the Series B Preferred Stock. As a result of the issuance of the Series B Preferred Stock, we no longer recognize changes in the fair value of the Future Tranche Right in our condensed consolidated statements of operations.

INTANGIBLE ASSETS AND GOODWILL (Tables)

9 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquisition-Related Intangible Assets


	October 31, 2023
(in thousands)	Cost		Accumulated Amortization		Net
Intangible assets with finite lives:
Customer relationships	$	453,705	$	(405,033)	$	48,672
Acquired technology	228,585		(213,111)		15,474
Trade names	4,474		(4,401)		73
Distribution network	2,440		(2,440)		—
Total intangible assets	$	689,204	$	(624,985)	$	64,219


	January 31, 2023
(in thousands)	Cost		Accumulated Amortization		Net
Intangible assets with finite lives:
Customer relationships	$	458,013	$	(390,113)	$	67,900
Acquired technology	229,317		(212,065)		17,252
Trade names	4,479		(4,359)		120
Distribution network	2,440		(2,440)		—
Total intangible assets	$	694,249	$	(608,977)	$	85,272

Schedule of Estimated Future Amortization Expense on Finite-lived Acquisition-related Intangible Assets

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


(in thousands)
Years Ending January 31,	Amount
2024 (remainder of year)	$	7,899
2025	17,337
2026	15,988
2027	12,243
2028	7,505
2029 and thereafter	3,247
Total	$	64,219

Schedule of Goodwill Activity

Goodwill activity for the nine months ended October 31, 2023 was as follows:


(in thousands)	Amount
Nine Months Ended October 31, 2023:
Goodwill, gross, at January 31, 2023	$	1,403,256
Accumulated impairment losses through January 31, 2023	(56,043)
Goodwill, net, at January 31, 2023	1,347,213
Foreign currency translation and other	(6,277)
Business combinations, including adjustments to prior period acquisitions	2,513
Goodwill, net, at October 31, 2023	$	1,343,449

Balance at October 31, 2023
Goodwill, gross, at October 31, 2023	$	1,399,492
Accumulated impairment losses through October 31, 2023	(56,043)
Goodwill, net, at October 31, 2023	$	1,343,449

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Section 55
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+ Details

DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of the Effects of Derivative Financial Instruments Designated as Cash Flow Hedging Instruments (Details) - Foreign currency forward contracts - Cash flow hedging - Designated as cash flow hedges - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
DERIVATIVE FINANCIAL INSTRUMENTS
Net (losses) recognized in accumulated other comprehensive (loss) income	$ (523)	$ (320)	$ (976)	$ (780)
Net (losses) reclassified from accumulated other comprehensive (loss) income to the consolidated statements of operations	$ (272)	$ (226)	$ (695)	$ (541)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

COMMITMENTS AND CONTINGENCIES (Details)					1 Months Ended		9 Months Ended	12 Months Ended		15 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jul. 31, 2023 USD ($)	Jul. 10, 2022 USD ($) phase	Oct. 31, 2012 USD ($)	Jun. 07, 2012 defendant	Aug. 31, 2023 USD ($)	Apr. 30, 2023 USD ($)	Oct. 31, 2023 USD ($) installment Claim	Jan. 31, 2023 USD ($)	Jun. 30, 2019 round	Apr. 30, 2023 USD ($)	Sep. 05, 2019 Claim	Oct. 24, 2018 trademark
Loss Contingencies [Line Items]
Loss contingency, alleged trademarks infringed, number \| trademark												2
Loss contingency, claims settled and dismissed \| Claim							2
Insurance recoveries collected						$ 12,500,000		$ 2,000,000		$ 14,500,000
CTI Litigation
Loss Contingencies [Line Items]
Litigation settlement, rounds of mediation, number \| round									2
CTI Litigation \| Settled Litigation
Loss Contingencies [Line Items]
Number of defendants \| defendant				3
Loss contingency, damages sought, value			$ 150,000,000
Litigation settlement, amount agreed to pay		$ 16,000,000
Litigation settlement, number of payment phases \| phase		3
Litigation settlement, number of payment installments paid \| installment							2
Litigation settlement, number of payment installments remaining \| installment							1
Litigation liability							$ 4,700,000
Litigation settlement indemnification receivable							4,700,000
Litigation settlement, income statement impact							0
DOJ False Claims Act Litigation \| Settled Litigation
Loss Contingencies [Line Items]
Payments for legal settlements					$ 7,000,000
DOJ False Claims Act Litigation \| Pending Litigation
Loss Contingencies [Line Items]
Litigation settlement, income statement impact								0
Estimated litigation liability, current								7,000,000
ACSI And CFI Complaints
Loss Contingencies [Line Items]
Loss contingency, pending claims, number \| Claim											2
ACSI And CFI Complaints \| Settled Litigation
Loss Contingencies [Line Items]
Litigation settlement, amount agreed to pay	$ 9,000,000
Estimated litigation liability, incremental settlement costs							$ 5,500,000
ACSI And CFI Complaints \| Pending Litigation
Loss Contingencies [Line Items]
Litigation settlement, income statement impact								0
Estimated litigation liability, current								$ 3,500,000

INTANGIBLE ASSETS AND GOODWILL - Schedule of Estimated Future Amortization Expense on Finite-lived Acquisition-related Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remainder of year)	$ 7,899
2025	17,337
2026	15,988
2027	12,243
2028	7,505
2029 and thereafter	3,247
Net	$ 64,219	$ 85,272

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Schedule of Anti-dilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Restricted stock-based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from calculations of diluted net income (loss) per share (in shares)	2,717	2,576	2,177	2,242
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from calculations of diluted net income (loss) per share (in shares)	5,497	5,497	5,497	5,497
Series B Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from calculations of diluted net income (loss) per share (in shares)	3,980	3,980	3,980	3,980

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, organization in Thousands					9 Months Ended
	Apr. 06, 2021 USD ($)	Feb. 01, 2021 $ / shares shares	May 07, 2020 USD ($)	Dec. 04, 2019 USD ($)	Oct. 31, 2023 USD ($) professional organization country office $ / shares	Oct. 31, 2022 USD ($)	Jan. 31, 2023 $ / shares
Description of Business [Line Items]
Number of organizations as customer \| organization					10
Number of countries customers located \| country					175
Percentage of fortune 100 companies as customers					85.00%
Number of offices \| office					15
Entity number of employees \| professional					4,100
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001			$ 0.001		$ 0.001
Spin-off transaction, number of shares received (in shares) \| shares		1
Excise tax on share repurchases					$ 612,000	$ 0
December 2022 Repurchase Program
Description of Business [Line Items]
Excise tax on share repurchases					$ 600,000
Apax
Description of Business [Line Items]
Percentage ownership of outstanding shares					13.20%
Convertible Preferred Stock
Description of Business [Line Items]
Sale of stock, consideration received on transaction				$ 400,000,000
Series A Preferred Stock \| Series A Private Placement
Description of Business [Line Items]
Sale of stock, consideration received on transaction			$ 200,000,000
Series B Preferred Stock \| Series B Private Placement
Description of Business [Line Items]
Sale of stock, consideration received on transaction	$ 200,000,000

INTANGIBLE ASSETS AND GOODWILL - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 7,900,000	$ 10,000,000	$ 24,500,000	$ 30,600,000
Impairment of intangible assets, finite-lived			$ 0	$ 0

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Preparation of Condensed Consolidated Financial Statements	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, 2023 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 (loss) income, stockholders’ equity, and cash flows for the periods ended October 31, 2023 and 2022, and the condensed consolidated balance sheet as of October 31, 2023, are not audited but reflect all adjustments that, in the opinion of management, 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, 2023 is derived from the audited consolidated financial statements presented in our Annual Report on Form 10-K for the year ended January 31, 2023. 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, 2023 filed with the SEC. The results for interim periods are not necessarily indicative of a full year’s results.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries. Noncontrolling interests in less than wholly owned subsidiaries are reflected within stockholders’ equity on our condensed consolidated balance sheet, but separately from our stockholders’ equity. Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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.
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Effective	Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which adds contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with revenue recognition guidance. We adopted this standard on a prospective basis for the annual and interim periods beginning February 1, 2023. The adoption of this standard did not have any impact on our condensed consolidated financial statements as the ultimate impact is dependent on the size and frequency of future acquisitions and does not affect contract assets or contract liabilities related to acquisitions completed prior to the adoption date. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. The IRA establishes a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion and is effective for us in tax years beginning after December 31, 2022. We do not expect to be subject to the corporate minimum tax. In addition, the IRA also introduced a nondeductible 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the taxable year. During the nine months ended October 31, 2023, the calculated excise tax was $0.6 million and was recognized as part of the cost basis of shares acquired in our consolidated statement of stockholders' equity. We do not expect taxes due on future repurchases of our shares to have a material effect on our business. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from December 31, 2022 to December 31, 2024. We expect to elect various optional expedients for contract modifications related to financial instruments affected by the reference rate reform through the effective date of December 31, 2024, as extended by ASU 2022-06. The application of this guidance did not have any impact on our consolidated financial statements. New Accounting Pronouncements Not Yet Effective There are no new accounting pronouncements not yet adopted or effective that are expected to have a material impact on our condensed consolidated financial statements and related disclosures.
Revenue Recognition	We derive our revenue primarily from providing customers the right to access our cloud-based solutions, the right to use our software for an indefinite or specified period of time, and related services and support based on when access or control of the software passes to our customers or the services are provided, in an amount that reflects the consideration we expect to be entitled to in exchange for such goods or services. Revenue is reported net of applicable sales and use tax, value-added tax and other transaction taxes imposed on the related transactions, including mandatory government charges that are passed through to our customers. We determine revenue recognition through the following five steps: •Identification of the contract, or contracts, with a customer •Identification of the performance obligations in the contract •Determination of the transaction price •Allocation of the transaction price to the performance obligations in the contract •Recognition of revenue when, or as, performance obligations are satisfied We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

STOCK-BASED COMPENSATION - Stock-Based Compensation Plan (Details) - shares	Oct. 31, 2023	Jun. 22, 2023
2023 Long-Term Stock Incentive Plan
Stock-Based Compensation Plans
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)	9,000,000
Reduction of available plan capacity for each stock option or stock-settled stock appreciation right (in shares)	1
Reduction of available plan capacity for each other award (in shares)	1.90
2019 Long-Term Stock Incentive Plan
Stock-Based Compensation Plans
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)		3,982,168

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Divestiture (Details) - Disposed of by Sale - Product Line Inherited As Part Of Legacy Acquisition $ in Millions	1 Months Ended
	Mar. 31, 2023 USD ($) installment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration from divestiture	$ 0.7
Consideration from divestiture, number of installments \| installment	3
Goodwill disposed	$ 0.3
Intangible assets disposed	0.2
Gain on sale of transaction	$ 0.2

DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Fair Values of Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Fair Values of Derivative Financial Instruments
Assets, fair value	$ 10	$ 19
Liabilities, fair value	396	124
Prepaid expenses and other current assets \| Foreign currency forward contracts \| Designated as cash flow hedges
Fair Values of Derivative Financial Instruments
Assets, fair value	10	19
Accrued expenses and other current liabilities \| Foreign currency forward contracts \| Designated as cash flow hedges
Fair Values of Derivative Financial Instruments
Liabilities, fair value	$ 396	$ 124

CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Tables)

9 Months Ended

Oct. 31, 2023

Cash, Cash Equivalents, and Short-Term Investments [Abstract]

Schedule of Cash, Cash Equivalents and Short-term Investments

The following tables summarize our cash, cash equivalents, and short-term investments as of October 31, 2023 and January 31, 2023:


	October 31, 2023
(in thousands)	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash and cash equivalents:
Cash and bank time deposits	$	131,228	$	—	$	—	$	131,228
Money market funds	70,449		—		—		70,449
Commercial paper	7,472		—		—		7,472
U.S. Treasury bills	498		—		—		498
Total cash and cash equivalents	$	209,647	$	—	$	—	$	209,647

Short-term investments:
Bank time deposits	$	684	$	—	$	—	$	684
Total short-term investments	$	684	$	—	$	—	$	684


	January 31, 2023
(in thousands)	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash and cash equivalents:
Cash and bank time deposits	$	134,289	$	—	$	—	$	134,289
Money market funds	96,941		—		—		96,941
Commercial paper	50,869		—		—		50,869
Total cash and cash equivalents	$	282,099	$	—	$	—	$	282,099

Short-term investments:
Bank time deposits	$	697	$	—	$	—	$	697
Total short-term investments	$	697	$	—	$	—	$	697

CONVERTIBLE PREFERRED STOCK - Additional Information (Details) - USD ($)	Apr. 06, 2021	May 07, 2020	Dec. 04, 2019
Convertible Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration received on transaction			$ 400,000,000
Series A Preferred Stock \| Series A Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration received on transaction		$ 200,000,000
Sale of stock, number of shares issued (in shares)		200,000
Sale of stock, price per share (in dollars per share)		$ 1,000
Sale of stock, direct and indirect costs		$ 2,700,000
Series B Preferred Stock \| Series B Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration received on transaction	$ 200,000,000
Sale of stock, number of shares issued (in shares)	200,000
Sale of stock, price per share (in dollars per share)	$ 1,000
Sale of stock, direct and indirect costs	$ 1,300,000

STOCK-BASED COMPENSATION - Stock Bonus Program and Bonus Share Program (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Mar. 31, 2023	Jul. 31, 2023	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Stock Bonus Program
Stock-Based Compensation Plans
Share-based compensation arrangement by share-based payment award, award vesting period			1 year
Share-based compensation arrangement by share-based payment award, determination of shares issuable trailing period of average price of common stock			5 days
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)	200,000				200,000
Discount from market price (as a percent)	15.00%				15.00%
Shares issued in period (in shares)		27,000	27,000	131,000
Stock bonus program and bonus share program
Stock-Based Compensation Plans
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares)	300,000				300,000
Accrued bonuses			$ 4.0		$ 7.9
Bonus Share Program
Stock-Based Compensation Plans
Shares issued in period (in shares)		178,000

STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Shares or Units
Beginning balance (in shares)	2,230	2,454
Granted (in shares)	1,911	1,648
Released (in shares)	(1,049)	(1,547)
Forfeited (in shares)	(202)	(140)
Ending balance (in shares)	2,890	2,415
Weighted-Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 52.42	$ 42.99
Granted (in dollars per share)	37.08	55.43
Released (in dollars per share)	46.44	41.97
Forfeited (in dollars per share)	43.00	46.74
Ending balance (in dollars per share)	$ 44.44	$ 52.58
Additional disclosures
Shares issued (in shares)	1,911	1,648
Restricted Stock Units (RSUs)
Shares or Units
Granted (in shares)	1,634
Additional disclosures
Shares issued (in shares)	1,634
Unrecognized compensation expense	$ 85.9
Remaining weighted-average vesting period over which expense is expected to be recognized (in years)	1 year 9 months 18 days

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Oct. 31, 2023

Equity [Abstract]

Schedule of Components of Accumulated Other Comprehensive Loss

The following table summarizes changes in the components of our accumulated other comprehensive loss for the nine months ended October 31, 2023:


(in thousands)	Unrealized Losses on Foreign Exchange Contracts Designated as Hedges		Foreign Currency Translation Adjustments		Total
Accumulated other comprehensive loss at January 31, 2023	$	(87)	$	(154,012)	$	(154,099)
Other comprehensive loss before reclassifications	(807)		(7,247)		(8,054)
Amounts reclassified out of accumulated other comprehensive loss	(574)		—		(574)
Net other comprehensive loss	(233)		(7,247)		(7,480)
Accumulated other comprehensive loss at October 31, 2023	$	(320)	$	(161,259)	$	(161,579)

Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Loss


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022		Financial Statement Location
Unrealized losses on derivative financial instruments:
Foreign currency forward contracts	$	(3)	$	—	$	(7)	$	—	Cost of recurring revenue
	(24)		(19)		(61)		(50)		Cost of nonrecurring revenue
	(166)		(134)		(428)		(321)		Research and development, net
	(79)		(73)		(199)		(170)		Selling, general and administrative
	(272)		(226)		(695)		(541)		Total, before income taxes
	47		38		121		93		Benefit from income taxes
	$	(225)	$	(188)	$	(574)	$	(448)	Total, net of income taxes

REVENUE RECOGNITION (Tables)

9 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

•Recurring revenue primarily consists of:

▪Bundled SaaS revenue is recognized over time.

◦Optional managed services revenue.

◦Support revenue, which consists of initial and renewal support.

•Nonrecurring revenue primarily consists of our perpetual licenses, hardware, installation services, business advisory consulting and training services, and patent license royalties.


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Recurring revenue:
Bundled SaaS revenue	$	63,251	$	57,041	$	184,770	$	161,005
Unbundled SaaS revenue	52,400		58,746		161,470		152,066
Total SaaS revenue	115,651		115,787		346,240		313,071
Optional managed services revenue	11,842		15,436		36,872		47,127
Support revenue	33,624		42,999		105,443		139,831
Total recurring revenue	161,117		174,222		488,555		500,029
Nonrecurring revenue:
Perpetual revenue	24,557		24,425		74,103		88,473
Professional services revenue	32,873		26,546		82,620		77,496
Total nonrecurring revenue	57,430		50,971		156,723		165,969
Total revenue	$	218,547	$	225,193	$	645,278	$	665,998

Schedule of Contracts with Customers - Assets and Liabilities

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


(in thousands)	October 31, 2023		January 31, 2023
Accounts receivable, net	$	173,592	$	188,414
Contract assets, net	$	50,338	$	60,444
Long-term contract assets, net (included in other assets)	$	29,637	$	37,950
Contract liabilities	$	237,668	$	271,476
Long-term contract liabilities	$	12,067	$	18,047

Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The following table provides information about when we expect to recognize our remaining performance obligations:


(in thousands)	October 31, 2023		January 31, 2023
Remaining performance obligations:
Expected to be recognized within 1 year	$	430,394	$	464,346
Expected to be recognized in more than 1 year	259,410		262,695
Total remaining performance obligations	$	689,804	$	727,041

STOCK-BASED COMPENSATION

9 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Stock-Based Compensation Plan

On June 22, 2023, our stockholders approved the Verint Systems Inc. 2023 Long-Term Stock Incentive Plan (the “2023 Plan”). Upon approval of the 2023 Plan, new awards were no longer permitted under our prior stock-based compensation plan (the “2019 Plan”). Awards outstanding at June 22, 2023 under the 2019 Plan or other previous stock-based compensation plans were not impacted by the approval of the 2023 Plan. Collectively, our stock-based compensation plans are referred to herein as the “Plans”.

The 2023 Plan authorizes our board of directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards, other stock-based awards, and performance compensation awards. Subject to adjustment as provided in the 2023 Plan, up to an aggregate of (i) 9,000,000 shares of our common stock plus (ii) 3,982,168 shares of our common stock available for issuance under the 2019 Plan as of June 22, 2023, plus (iii) the number of shares of our common stock that become available for issuance as a result of awards made under the 2019 Plan or the 2023 Plan that are forfeited, cancelled, exchanged, or that terminate or expire, may be issued or transferred in connection with awards under the 2023 Plan. Each stock option or stock-settled stock appreciation right granted under the 2023 Plan will reduce the available plan capacity by one share and each other award denominated in shares that is granted under the 2023 Plan will reduce the available plan capacity by 1.90 shares.

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, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Cost of revenue — recurring	$	523	$	729	$	1,505	$	2,187
Cost of revenue — nonrecurring	570		600		1,400		2,058
Research and development, net	3,025		3,533		8,818		10,371
Selling, general and administrative	12,068		15,037		38,563		49,346
Total stock-based compensation expense	$	16,186	$	19,899	$	50,286	$	63,962

The following table summarizes stock-based compensation expense by type of award for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Restricted stock units and restricted stock awards	$	15,560	$	17,135	$	46,400	$	56,508
Stock bonus program and bonus share program	564		2,769		3,880		7,449
Total equity-settled awards	16,124		19,904		50,280		63,957
Phantom stock units (cash-settled awards)	62		(5)		6		5
Total stock-based compensation expense	$	16,186	$	19,899	$	50,286	$	63,962

Awards are generally subject to multi-year vesting periods. We recognize compensation expense for awards on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods, reduced by estimated forfeitures.

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

Restricted Stock Units and Performance Stock Units

We periodically award 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 other 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, 2023 and 2022:


	Nine Months Ended October 31,
	2023			2022
(in thousands, except per share data)	Shares or Units	Weighted-Average Grant Date Fair Value		Shares or Units	Weighted-Average Grant Date Fair Value
Beginning balance	2,230	$	52.42	2,454	$	42.99
Granted	1,911	$	37.08	1,648	$	55.43
Released	(1,049)	$	46.44	(1,547)	$	41.97
Forfeited	(202)	$	43.00	(140)	$	46.74
Ending balance	2,890	$	44.44	2,415	$	52.58

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

Our RSU and PSU awards may include a provision which allows the awards to be settled with cash payments upon vesting, rather than with delivery of common stock, at the discretion of our board of directors. As of October 31, 2023, 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, 2023 and 2022 (these amounts are also included in the Award Activity Table above for 2023 and 2022):


	Nine Months Ended October 31,
(in thousands)	2023	2022
Beginning balance	532	547
Granted	277	278
Released	(230)	(279)
Forfeited	(25)	(3)
Ending balance	554	543

Excluding PSUs, we granted 1,634,000 RSUs during the nine months ended October 31, 2023.

As of October 31, 2023, there was approximately $85.9 million of total unrecognized compensation expense, net of estimated forfeitures, related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.8 years.

Stock Bonus Program and Bonus Share Program

Our stock bonus program permits eligible employees to receive a portion of their earned bonuses, otherwise payable in cash, in the form of discounted shares of our common stock. Executive officers are eligible to participate in this program to the extent that capacity remains available under the program following the enrollment of all other participants. Shares awarded to executive officers with respect to the discount feature of the program are subject to a one-year vesting period. This program is subject to annual funding approval by our board of directors and an annual cap on the number of shares that can be issued. Subject to these limitations, the number of shares to be issued under the program for a given year is determined using a five-day trailing average price of our common stock when the awards are calculated, reduced by a discount determined by the board of directors each year (the “discount”). To the extent that this program is not funded in a given year or the number of shares of common stock needed to fully satisfy employee enrollment exceeds the annual cap, the applicable portion of the employee bonuses will generally revert to being paid in cash.

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.

For bonuses in respect of the year ended January 31, 2023, our board of directors approved the use of up to 300,000 shares of common stock in the aggregate for awards under these two programs, with up to 200,000 of these shares of common stock, and a discount of 15% approved for awards under our stock bonus program. During the three months ended July 31, 2023, we issued approximately 27,000 shares under the stock bonus program and 178,000 shares under the bonus share program, in respect of the year ended January 31, 2023.

The following table summarizes activity under the stock bonus program during the nine months ended October 31, 2023 and 2022 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)	2023	2022
Shares in lieu of cash bonus — granted and released (not included in Award Activity Table above)	27	131
Shares in respect of discount (included in Award Activity Table above):
Granted	0	25
Released	2	23

In March 2023, our board of directors approved the use of up to 300,000 shares of common stock in the aggregate under these two programs, with up to 200,000 of these shares of common stock, and a discount of 15%, for awards under our stock bonus program for the performance period ending January 31, 2024. Any shares earned under these programs will be issued during the year ended January 31, 2025.

The combined accrued liabilities for these two programs were $4.0 million and $7.9 million at October 31, 2023 and January 31, 2023, respectively.

STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Stock-Based Compensation Plans
Stock-based compensation	$ 16,186	$ 19,899	$ 50,286	$ 63,962
Cost of revenue — recurring
Stock-Based Compensation Plans
Stock-based compensation	523	729	1,505	2,187
Cost of revenue — nonrecurring
Stock-Based Compensation Plans
Stock-based compensation	570	600	1,400	2,058
Research and development, net
Stock-Based Compensation Plans
Stock-based compensation	3,025	3,533	8,818	10,371
Selling, general and administrative
Stock-Based Compensation Plans
Stock-based compensation	$ 12,068	$ 15,037	$ 38,563	$ 49,346

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense by Type of Award (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Stock-Based Compensation Plans
Stock-based compensation	$ 16,186	$ 19,899	$ 50,286	$ 63,962
Equity Settled Awards
Stock-Based Compensation Plans
Stock-based compensation	16,124	19,904	50,280	63,957
Equity Settled Awards \| Restricted stock units and restricted stock awards
Stock-Based Compensation Plans
Stock-based compensation	15,560	17,135	46,400	56,508
Equity Settled Awards \| Stock bonus program and bonus share program
Stock-Based Compensation Plans
Stock-based compensation	564	2,769	3,880	7,449
Cash Settled Awards \| Phantom stock units (cash-settled awards)
Stock-Based Compensation Plans
Stock-based compensation	$ 62	$ (5)	$ 6	$ 5

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 12,612	$ 4,076	$ 9,907	$ 1,950

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Total Verint Systems Inc. Stockholders’ Equity	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Loss	Non-controlling Interests
Beginning balance (in shares) at Jan. 31, 2022			66,211
Beginning balances at Jan. 31, 2022	$ 954,579	$ 952,194	$ 66	$ 1,125,152	$ 0	$ (54,509)	$ (118,515)	$ 2,385
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	574	286				286		288
Other comprehensive income (loss)	(30,045)	(30,045)					(30,045)
Stock-based compensation — equity-classified awards	16,011	16,011		16,011
Common stock issued for stock awards and stock bonuses (in shares)			466
Common stock issued for stock awards and stock bonuses	0	0	$ 1	(1)
Treasury stock acquired (in shares)			(2,000)
Treasury stock acquired	(105,666)	(105,666)			(105,666)
Ending balance (in shares) at Apr. 30, 2022			64,677
Ending balances at Apr. 30, 2022	835,453	832,780	$ 67	1,141,162	(105,666)	(54,223)	(148,560)	2,673
Beginning balance (in shares) at Jan. 31, 2022			66,211
Beginning balances at Jan. 31, 2022	954,579	952,194	$ 66	1,125,152	0	(54,509)	(118,515)	2,385
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	2,564
Other comprehensive income (loss)	(66,786)
Ending balance (in shares) at Oct. 31, 2022			65,866
Ending balances at Oct. 31, 2022	836,117	833,755	$ 66	1,071,549	0	(52,559)	(185,301)	2,362
Beginning balance (in shares) at Apr. 30, 2022			64,677
Beginning balances at Apr. 30, 2022	835,453	832,780	$ 67	1,141,162	(105,666)	(54,223)	(148,560)	2,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(2,236)	(2,412)				(2,412)		176
Other comprehensive income (loss)	(13,747)	(13,747)					(13,747)
Stock-based compensation — equity-classified awards	23,362	23,362		23,362
Common stock issued for stock awards and stock bonuses (in shares)			531
Common stock issued for stock awards and stock bonuses	6,427	6,427		6,427
Treasury stock acquired	(14)	(14)			(14)
Treasury stock retired	0	0	$ (2)	(105,678)	105,680
Preferred stock dividends	(10,400)	(10,400)		(10,400)
Distribution to noncontrolling interest	(490)							(490)
Ending balance (in shares) at Jul. 31, 2022			65,208
Ending balances at Jul. 31, 2022	838,355	835,996	$ 65	1,054,873	0	(56,635)	(162,307)	2,359
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	4,226	4,076				4,076		150
Other comprehensive income (loss)	(22,994)	(22,994)					(22,994)
Stock-based compensation — equity-classified awards	17,134	17,134		17,134
Common stock issued for stock awards and stock bonuses (in shares)			668
Common stock issued for stock awards and stock bonuses	0	0	$ 1	(1)
Treasury stock acquired (in shares)			(10)
Treasury stock acquired	(457)	(457)			(457)
Treasury stock retired	0	0		(457)	457
Distribution to noncontrolling interest	(147)							(147)
Ending balance (in shares) at Oct. 31, 2022			65,866
Ending balances at Oct. 31, 2022	$ 836,117	833,755	$ 66	1,071,549	0	(52,559)	(185,301)	2,362
Beginning balance (in shares) at Jan. 31, 2023	65,404		65,404
Beginning balances at Jan. 31, 2023	$ 858,149	855,790	$ 65	1,055,157	0	(45,333)	(154,099)	2,359
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	3,634	3,295				3,295		339
Other comprehensive income (loss)	8,510	8,510					8,510
Stock-based compensation — equity-classified awards	13,436	13,436		13,436
Common stock issued for stock awards and stock bonuses (in shares)			475
Common stock repurchased and retired (in shares)			(1,593)
Common stock repurchased and retired	(60,096)	(60,096)	$ (1)	(60,095)
Distribution to noncontrolling interest	(245)							(245)
Ending balance (in shares) at Apr. 30, 2023			64,286
Ending balances at Apr. 30, 2023	$ 823,388	820,935	$ 64	1,008,498	0	(42,038)	(145,589)	2,453
Beginning balance (in shares) at Jan. 31, 2023	65,404		65,404
Beginning balances at Jan. 31, 2023	$ 858,149	855,790	$ 65	1,055,157	0	(45,333)	(154,099)	2,359
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	10,711
Other comprehensive income (loss)	$ (7,480)
Ending balance (in shares) at Oct. 31, 2023	63,465		63,465
Ending balances at Oct. 31, 2023	$ 805,365	802,692	$ 63	999,634	0	(35,426)	(161,579)	2,673
Beginning balance (in shares) at Apr. 30, 2023			64,286
Beginning balances at Apr. 30, 2023	823,388	820,935	$ 64	1,008,498	0	(42,038)	(145,589)	2,453
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(5,788)	(6,000)				(6,000)		212
Other comprehensive income (loss)	7,922	7,922					7,922
Stock-based compensation — equity-classified awards	17,404	17,404		17,404
Common stock issued for stock awards and stock bonuses (in shares)			388
Common stock issued for stock awards and stock bonuses	7,735	7,735		7,735
Common stock repurchased and retired (in shares)			(403)
Common stock repurchased and retired	(13,968)	(13,968)		(13,968)
Preferred stock dividends	(10,400)	(10,400)		(10,400)
Distribution to noncontrolling interest	(245)							(245)
Ending balance (in shares) at Jul. 31, 2023			64,271
Ending balances at Jul. 31, 2023	826,048	823,628	$ 64	1,009,269	0	(48,038)	(137,667)	2,420
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	12,865	12,612				12,612		253
Other comprehensive income (loss)	(23,912)	(23,912)					(23,912)
Stock-based compensation — equity-classified awards	15,560	15,560		15,560
Common stock issued for stock awards and stock bonuses (in shares)			212
Common stock repurchased and retired (in shares)			(1,018)
Common stock repurchased and retired	$ (25,196)	(25,196)	$ (1)	(25,195)
Ending balance (in shares) at Oct. 31, 2023	63,465		63,465
Ending balances at Oct. 31, 2023	$ 805,365	$ 802,692	$ 63	$ 999,634	$ 0	$ (35,426)	$ (161,579)	$ 2,673

STOCKHOLDERS' EQUITY - Treasury Stock (Details) - shares	Oct. 31, 2023	Jan. 31, 2023
Stockholders' Equity Note [Abstract]
Treasury stock outstanding (in shares)	0	0

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Allowance for credit losses	$ 1,500	$ 1,300
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	2,207,000	2,207,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	240,000,000	240,000,000
Common stock, issued (in shares)	63,465,000	65,404,000
Common Stock, outstanding (in shares)	63,465,000	65,404,000
Series A Preferred Stock
Preferred stock, issued (in shares)	200,000	200,000
Preferred stock, outstanding (in shares)	200,000	200,000
Preferred stock, liquidation preference value	$ 203,467	$ 206,067
Preferred stock, redemption value	$ 203,467	$ 206,067
Series B Preferred Stock
Preferred stock, issued (in shares)	200,000	200,000
Preferred stock, outstanding (in shares)	200,000	200,000
Preferred stock, liquidation preference value	$ 203,467	$ 206,067
Preferred stock, redemption value	$ 203,467	$ 206,067

INCOME TAXES	9 Months Ended
INCOME TAXES	Oct. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Our interim provision for income taxes is measured using an estimated annual effective income tax rate, adjusted for discrete items that occur within the periods presented. For the three months ended October 31, 2023, we recorded an income tax provision of $13.0 million on pretax income of $25.8 million, which represented an effective income tax rate of 50.2%. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the U.S. taxation of certain foreign activities, offset by lower statutory rates in certain foreign jurisdictions. For the three months ended October 31, 2022, we recorded an income tax provision of $17.4 million on pretax income of $21.6 million, which represented an effective income tax rate of 80.5%. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the U.S. taxation of certain foreign activities, offset by lower statutory rates in certain foreign jurisdictions. For the nine months ended October 31, 2023, we recorded an income tax provision of $14.8 million on pretax income of $25.5 million, which represented an effective income tax rate of 58.0%. The effective tax rate varies from the U.S. federal statutory rate of 21% due to the U.S. taxation of certain foreign activities, offset by lower statutory rates in certain foreign jurisdictions. For the nine months ended October 31, 2022, we recorded an income tax provision of $20.5 million on pretax income of $23.1 million, which represented an effective income tax rate of 88.9%. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the U.S. taxation of certain foreign activities and the recording of a valuation allowance against a deferred tax asset related to an asset held for sale in a foreign jurisdiction, partially offset by lower statutory rates in certain foreign jurisdictions. Excluding the discrete income tax provision attributable to the foreign jurisdiction valuation allowance, the result was an income tax provision of $18.5 million on pre-tax income of $23.1 million resulting in an effective tax rate of 79.9%. As required by the authoritative guidance on accounting for income taxes, we evaluate the realizability of deferred income tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred income tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred income tax assets are not more-likely-than-not realizable, we establish a valuation allowance. We determined that there is sufficient negative evidence to maintain the valuation allowances against certain state and foreign deferred income tax assets as a result of historical losses in the most recent three-year period in certain state and foreign jurisdictions. We intend to maintain valuation allowances until sufficient positive evidence exists to support a reversal. We had unrecognized income tax benefits of $87.2 million and $87.9 million (excluding interest and penalties) as of October 31, 2023 and January 31, 2023, respectively, that if recognized, would impact our effective income tax rate. The accrued liability for interest and penalties was $6.8 million and $5.2 million at October 31, 2023 and January 31, 2023, respectively. Interest and penalties are recorded as a component of the provision for income taxes in our condensed consolidated statements of operations. 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, 2023 could decrease by approximately $12.7 million in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation. Such decreases may involve the payment of additional income taxes, the adjustment of deferred income taxes including the need for additional valuation allowances, and the recognition of income tax benefits. Our income tax returns are subject to ongoing tax examinations in several jurisdictions in which we operate. We also believe that it is reasonably possible that new issues may be raised by tax authorities or developments in tax audits may occur, which would require increases or decreases to the balance of reserves for unrecognized income tax benefits; however, an estimate of such changes cannot reasonably be made. The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines address the increasing digitalization of the global economy, re-allocating taxing rights among countries. The European Union and many other member states have committed to adopting Pillar 2 which calls for a global minimum tax of 15% to be effective for tax years beginning in 2024. The OECD guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax. We are monitoring developments and evaluating the impacts these new rules will have on our tax rate, including eligibility to qualify for these safe harbor rules.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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+ Details

LONG-TERM DEBT

9 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

LONG-TERM DEBT

The following table summarizes our long-term debt at October 31, 2023 and January 31, 2023:


	October 31,		January 31,
(in thousands)	2023		2023
2021 Notes	$	315,000	$	315,000
Term Loan	—		100,000
Revolving Credit Facility	100,000		—
Less: unamortized debt discounts and issuance costs	(4,539)		(6,092)
Total debt	410,461		408,908
Less: current maturities	—		—
Long-term debt	$	410,461	$	408,908

2021 Notes

On April 9, 2021, we issued $315.0 million in aggregate principal amount of 0.25% convertible senior notes due April 15, 2026 (the “2021 Notes”), unless earlier converted by the holders pursuant to their terms. The 2021 Notes are unsecured and pay interest in cash semiannually in arrears at a rate of 0.25% per annum.

We used a portion of the net proceeds from the issuance of the 2021 Notes to pay the costs of the Capped Calls described below. We also used a portion of the net proceeds from the issuance of the 2021 Notes, together with the net proceeds from the April 6, 2021 issuance of $200.0 million of Series B Preferred Stock, to repay a portion of the outstanding indebtedness under our Credit Agreement described below, to terminate an interest rate swap, and to repurchase shares of our common stock. The remainder is being used for working capital and other general corporate purposes.

The 2021 Notes are convertible into shares of our common stock at an initial conversion rate of 16.1092 shares per $1,000 principal amount of 2021 Notes, which represents an initial conversion price of approximately $62.08 per share, subject to adjustment upon the occurrence of certain events, and subject to customary anti-dilution adjustments. Prior to January 15, 2026, the 2021 Notes will be convertible only upon the occurrence of certain events and during certain periods, and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2021 Notes. Upon conversion of the 2021 Notes, holders will receive cash up to the aggregate principal amount, with any remainder to be settled with cash or common stock, or a combination thereof, at our election. As of October 31, 2023, the 2021 Notes were not convertible.

We incurred approximately $8.9 million of issuance costs in connection with the 2021 Notes, which were deferred and are presented as a reduction of long-term debt, and which are being amortized as interest expense over the term of the 2021 Notes. Including the impact of the deferred debt issuance costs, the effective interest rate on the 2021 Notes was approximately 0.83% at October 31, 2023.

Based on the closing market price of our common stock on October 31, 2023, the if-converted value of the 2021 Notes was less than their aggregate principal amount.

Capped Calls

In connection with the issuance of the 2021 Notes, on April 6, 2021 and April 8, 2021, we entered into capped call transactions (the “Capped Calls”) with certain counterparties. The Capped Calls are generally intended to reduce the potential dilution to our common stock upon any conversion of the 2021 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2021 Notes, in the event that at the time of conversion our common stock price exceeds the conversion price, with such reduction and/or offset subject to a cap.

The Capped Calls exercise price is equal to the $62.08 initial conversion price of each of the 2021 Notes, and the cap price is $100.00, each subject to certain adjustments under the terms of the Capped Calls. Our exercise rights under the Capped Calls generally trigger upon conversion of the 2021 Notes, and the Capped Calls terminate upon maturity of the 2021 Notes, or the first day the 2021 Notes are no longer outstanding. As of October 31, 2023, no Capped Calls have been exercised.

Pursuant to their terms, the Capped Calls qualify for classification within stockholders’ equity, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification. We paid approximately $41.1 million for the Capped Calls, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital.

Credit Agreement

On June 29, 2017, we entered into a credit agreement with certain lenders and terminated a prior credit agreement. The credit agreement was amended in 2018, 2020, 2021, and 2023, as further described below (as amended, the “Credit Agreement”).

The Credit Agreement provides for $725.0 million of senior secured credit facilities, comprised of a $425.0 million term loan originally set to mature on June 29, 2024 (the “Term Loan”), and a $300.0 million revolving credit facility maturing on April 9, 2026 (the “Revolving Credit Facility”). The Revolving Credit Facility replaced our prior $300.0 million revolving credit facility (the “Prior Revolving Credit Facility”) and is subject to increase and reduction from time to time according to the terms of the Credit Agreement. The majority of the proceeds from the Term Loan were used to repay all outstanding term loans under our prior credit agreement.

Optional prepayments of loans under the Credit Agreement are generally permitted without premium or penalty. During the three months ended April 30, 2021, in addition to our regular quarterly $1.1 million principal payment, we repaid $309.0

million of our Term Loan, reducing the outstanding principal balance to $100.0 million. On April 27, 2023, we repaid the remaining $100.0 million outstanding principal balance on our Term Loan utilizing proceeds from borrowings under our Revolving Credit Facility, along with $0.5 million of accrued interest thereon. As a result, $0.2 million of combined deferred debt issuance costs and unamortized discount associated with the Term Loan were written off and are included within interest expense on our condensed consolidated statement of operations for the nine months ended October 31, 2023.

Interest rates on loans under the Credit Agreement are periodically reset, at our option, originally at either a Eurodollar Rate (which was derived from LIBOR) or an alternative base rate (“ABR”) (each as defined in the Credit Agreement), plus in each case a margin.

On May 10, 2023, we entered into an amendment to the Credit Agreement (the “Fourth Amendment”) related to the phase-out of LIBOR by the UK Financial Conduct Authority. Effective July 1, 2023, borrowings under the Credit Agreement bear interest, at our option, at either: (i) the ABR, plus the applicable margin therefor or (ii) the adjusted Term Secured Overnight Financing Rate published by the CME Term SOFR Administrator (as more fully defined and set forth in the Credit Agreement, “Adjusted Term SOFR”), plus the applicable margin therefor. The applicable margin in each case is determined based on our Leverage Ratio (as defined below) and ranges from 0.25% to 1.25% for borrowings bearing interest at the ABR and from 1.25% to 2.25% for borrowings bearing interest based on Adjusted Term SOFR.

Borrowings outstanding under the Revolving Credit Facility were $100.0 million at October 31, 2023, which is included in long-term debt on our condensed consolidated balance sheet. For borrowings under the Revolving Credit Facility, the applicable margin is determined by reference to our Consolidated Total Debt to Consolidated EBITDA (each as defined in the Credit Agreement) leverage ratio (the "Leverage Ratio"). As of October 31, 2023, the interest rate on our revolving credit facility borrowings was 6.94%. In addition, we are required to pay a commitment fee with respect to unused availability under the Revolving Credit Facility at rates per annum determined by reference to our Leverage Ratio. The proceeds of borrowings under the Revolving Credit Facility may be used for working capital and general corporate purposes, including for permitted acquisitions and permitted stock repurchases, and the repayment of term loans, if any.

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

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

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

Deferred debt issuance costs associated with the Term Loan were amortized using the effective interest rate method, and deferred debt issuance costs associated with the Revolving Credit Facility are being amortized on a straight-line basis.

Interest Expense

The following table presents the components of interest expense incurred on the 2021 Notes and on borrowings under our Credit Agreement, for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
2021 Notes:
Interest expense at 0.25% coupon rate	$	197	$	196	$	591	$	588
Amortization of deferred debt issuance costs	444		441		1,330		1,320
Total Interest Expense — 2021 Notes	$	641	$	637	$	1,921	$	1,908

Borrowings under Credit Agreement:
Interest expense at contractual rates	$	1,771	$	1,186	$	5,118	$	2,559
Amortization of debt discounts	—		5		5		14
Amortization of deferred debt issuance costs	176		217		563		645
Losses on early retirements of debt	—		—		237		—
Total Interest Expense — Borrowings under Credit Agreement	$	1,947	$	1,408	$	5,923	$	3,218

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Current Assets:
Cash and cash equivalents	$ 209,647	$ 282,099
Short-term investments	684	697
Accounts receivable, net of allowance for credit losses of $1.5 million and $1.3 million, respectively	173,592	188,414
Contract assets, net	50,338	60,444
Inventories	13,042	12,628
Prepaid expenses and other current assets	56,316	75,374
Total current assets	503,619	619,656
Property and equipment, net	47,556	64,810
Operating lease right-of-use assets	28,533	37,649
Goodwill	1,343,449	1,347,213
Intangible assets, net	64,219	85,272
Other assets	147,258	159,001
Total assets	2,134,634	2,313,601
Current Liabilities:
Accounts payable	22,172	43,631
Accrued expenses and other current liabilities	110,261	155,944
Contract liabilities	237,668	271,476
Total current liabilities	370,101	471,051
Long-term debt	410,461	408,908
Long-term contract liabilities	12,067	18,047
Operating lease liabilities	31,466	40,744
Other liabilities	68,853	80,381
Total liabilities	892,948	1,019,131
Commitments and Contingencies
Temporary Equity:
Preferred Stock	436,321	436,321
Stockholders' Equity:
Common stock — $0.001 par value; authorized 240,000,000 shares; issued 63,465,000 and 65,404,000 shares; outstanding 63,465,000 and 65,404,000 shares at October 31, 2023 and January 31, 2023, respectively.	63	65
Additional paid-in capital	999,634	1,055,157
Accumulated deficit	(35,426)	(45,333)
Accumulated other comprehensive loss	(161,579)	(154,099)
Total Verint Systems Inc. stockholders' equity	802,692	855,790
Noncontrolling interest	2,673	2,359
Total stockholders' equity	805,365	858,149
Total liabilities, temporary equity, and stockholders' equity	2,134,634	2,313,601
Series A Preferred Stock
Temporary Equity:
Preferred Stock	200,628	200,628
Series B Preferred Stock
Temporary Equity:
Preferred Stock	$ 235,693	$ 235,693

STOCKHOLDERS' EQUITY - Issuance of Convertible Preferred Stock (Details) - USD ($)	Apr. 06, 2021	May 07, 2020	Dec. 04, 2019	Oct. 31, 2023
Apax
Class of Stock [Line Items]
Percentage ownership of outstanding shares				13.20%
Convertible Preferred Stock
Class of Stock [Line Items]
Sale of stock, consideration received on transaction			$ 400,000,000
Series A Preferred Stock \| Series A Private Placement
Class of Stock [Line Items]
Sale of stock, consideration received on transaction		$ 200,000,000
Series B Preferred Stock \| Series B Private Placement
Class of Stock [Line Items]
Sale of stock, consideration received on transaction	$ 200,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

INTANGIBLE ASSETS AND GOODWILL - Schedule of Acquisition-Related Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	$ 689,204	$ 694,249
Accumulated Amortization	(624,985)	(608,977)
Net	64,219	85,272
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	453,705	458,013
Accumulated Amortization	(405,033)	(390,113)
Net	48,672	67,900
Acquired technology
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	228,585	229,317
Accumulated Amortization	(213,111)	(212,065)
Net	15,474	17,252
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	4,474	4,479
Accumulated Amortization	(4,401)	(4,359)
Net	73	120
Distribution network
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	2,440	2,440
Accumulated Amortization	(2,440)	(2,440)
Net	$ 0	$ 0

LONG-TERM DEBT - Capped Calls (Details) $ / shares in Units, $ in Millions	Apr. 06, 2021 USD ($) $ / shares
Debt Instrument [Line Items]
Purchases of capped calls, net of taxes \| $	$ 41.1
2021 Notes
Debt Instrument [Line Items]
Capped calls, initial conversion price (in dollars per share)	$ 62.08
Capped calls, initial cap price (in dollars per share)	$ 100.00

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

FAIR VALUE MEASUREMENTS - Additional Information (Details)		1 Months Ended		3 Months Ended			9 Months Ended
	Apr. 27, 2023 USD ($)	Jul. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Oct. 31, 2023 USD ($)	Oct. 31, 2022 USD ($)	Apr. 30, 2021 USD ($)	Oct. 31, 2023 USD ($)	Oct. 31, 2022 USD ($)	Jan. 31, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
SAFE, investment during period		$ 500,000	$ 1,100,000
SAFE investment		$ 1,600,000
Noncontrollling equity investment in privately-held companies without readily determinable fair values				$ 5,100,000			$ 5,100,000		$ 5,100,000
Noncontrollling equity investment in privately-held companies, impairments				$ 0	$ 0		$ 0	$ 0
Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Repayments of debt	$ 100,000,000					$ 309,000,000
Discount Rate \| Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Contingent consideration, liability, measurement input				0.065			0.065		0.066
Discount Rate \| Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Contingent consideration, liability, measurement input				0.081			0.081		0.076
Discount Rate \| Weighted Average
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Contingent consideration, liability, measurement input				0.076			0.076		0.069
Level 3 \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Fair value of debt				$ 99,000,000			$ 99,000,000		$ 0
Level 3 \| Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Fair value of debt									100,000,000
Level 2 \| 2021 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Fair value of debt				$ 266,000,000			$ 266,000,000		$ 282,000,000

BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Business Combinations For Year Ended January 31, 2023 (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2023 USD ($) professional employee	Oct. 31, 2022 USD ($)	Oct. 31, 2023 USD ($) professional employee	Oct. 31, 2022 USD ($)	Jan. 31, 2023 USD ($) employee business_combination	Aug. 31, 2022 employee
Business Acquisition [Line Items]
Entity number of employees \| professional	4,100		4,100
Number of businesses acquired \| business_combination					2
Contingent consideration obligations, fair value	$ 7,400		$ 7,400
Goodwill	$ 1,343,449		$ 1,343,449		$ 1,347,213
Other Business Combination
Business Acquisition [Line Items]
Entity number of employees \| employee	3		3
August 2022 Acquisition
Business Acquisition [Line Items]
Entity number of employees \| employee						6
January 2023 Acquisition
Business Acquisition [Line Items]
Entity number of employees \| employee					20
Business Combinations During Year Ended January 31, 2023
Business Acquisition [Line Items]
Total consideration for business combinations					$ 38,400
Purchase price transaction costs					26,100
Contingent consideration obligations, fair value					12,200
Purchase price adjustments of business combinations					100
Cash acquired from acquisition					4,200
Contingent consideration maximum payout amount					21,400
Goodwill					25,600
Business acquisition, goodwill deductible for income tax purposes					5,100
Business acquisition, goodwill not deductible for income tax purposes					20,500
Business acquisition related costs	$ 200	$ 200	$ 700	$ 200
Business Combinations During Year Ended January 31, 2023 \| Developed Technology
Business Acquisition [Line Items]
Identifiable intangible assets					6,000
Business Combinations During Year Ended January 31, 2023 \| Customer relationships
Business Acquisition [Line Items]
Identifiable intangible assets					4,200
Business Combinations During Year Ended January 31, 2023 \| Trade names
Business Acquisition [Line Items]
Identifiable intangible assets					$ 100

CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

9 Months Ended

Oct. 31, 2023

Cash, Cash Equivalents, and Short-Term Investments [Abstract]

CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

The following tables summarize our cash, cash equivalents, and short-term investments as of October 31, 2023 and January 31, 2023:


	October 31, 2023
(in thousands)	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash and cash equivalents:
Cash and bank time deposits	$	131,228	$	—	$	—	$	131,228
Money market funds	70,449		—		—		70,449
Commercial paper	7,472		—		—		7,472
U.S. Treasury bills	498		—		—		498
Total cash and cash equivalents	$	209,647	$	—	$	—	$	209,647

Short-term investments:
Bank time deposits	$	684	$	—	$	—	$	684
Total short-term investments	$	684	$	—	$	—	$	684


	January 31, 2023
(in thousands)	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash and cash equivalents:
Cash and bank time deposits	$	134,289	$	—	$	—	$	134,289
Money market funds	96,941		—		—		96,941
Commercial paper	50,869		—		—		50,869
Total cash and cash equivalents	$	282,099	$	—	$	—	$	282,099

Short-term investments:
Bank time deposits	$	697	$	—	$	—	$	697
Total short-term investments	$	697	$	—	$	—	$	697

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

During the nine months ended October 31, 2023 and 2022, proceeds from maturities and sales of short-term investments were $3.2 million and $0.3 million, respectively.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	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 helps the world’s most iconic brands continuously elevate the customer experience (“CX”) and reduce operating costs. More than 10,000 organizations in 175 countries – including over 85 of the Fortune 100 companies – rely on Verint’s open customer engagement platform to harness the power of data and artificial intelligence (“AI”) to maximize CX automation. Through the Verint Customer Engagement Cloud Platform, we offer our customers and partners solutions that are based on AI and are developed specifically for customer engagement. These solutions automate workflows across enterprise silos to optimize the workforce expense and at the same time drive an elevated consumer experience. Our customers, which span a diverse set of verticals, including financial services, healthcare, utilities, technology, and government, include large enterprises with thousands of employees, as well as small to medium sized business organizations. Verint is headquartered in Melville, New York, and has approximately 15 offices worldwide, in addition to a number of on-demand, flexible coworking spaces. We have approximately 4,100 passionate employees plus a few hundred contractors around the globe exclusively focused on helping brands provide Boundless Customer Engagement™. Spin-Off of Cognyte Software Ltd. On February 1, 2021, we completed the spin-off (the “Spin-Off”) of Cognyte Software Ltd. (“Cognyte”), a company limited by shares incorporated under the laws of the State of Israel whose business and operations consist of our former Cyber Intelligence Solutions business. The Spin-Off of Cognyte was completed by way of a pro rata distribution in which holders of Verint’s common stock, par value $0.001 per share, received one ordinary share of Cognyte, no par value, for every share of common stock of Verint held of record as of the close of business on January 25, 2021. After the distribution, we do not beneficially own any ordinary shares of Cognyte and no longer consolidate Cognyte into our financial results for periods ending after January 31, 2021. The Spin-Off was intended to be generally tax-free to our stockholders for U.S. federal income tax purposes. Apax Convertible Preferred Stock Investment On December 4, 2019, we announced that an affiliate (the “Apax Investor”) of Apax Partners (“Apax”) would make an investment in us in an amount of up to $400.0 million. Under the terms of the Investment Agreement, dated as of December 4, 2019 (the “Investment Agreement”), on May 7, 2020, the Apax Investor purchased $200.0 million of our Series A convertible preferred stock (“Series A Preferred Stock”). In connection with the completion of the Spin-Off, on April 6, 2021, the Apax Investor purchased $200.0 million of our Series B convertible preferred stock (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”). As of October 31, 2023, Apax’s ownership in us on an as-converted basis was approximately 13.2%. Please refer to Note 9, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment. 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, 2023 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 (loss) income, stockholders’ equity, and cash flows for the periods ended October 31, 2023 and 2022, and the condensed consolidated balance sheet as of October 31, 2023, are not audited but reflect all adjustments that, in the opinion of management, 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, 2023 is derived from the audited consolidated financial statements presented in our Annual Report on Form 10-K for the year ended January 31, 2023. 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, 2023 filed with the SEC. The results for interim periods are not necessarily indicative of a full year’s results. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Verint Systems Inc., and our wholly owned or otherwise controlled subsidiaries. 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. Equity investments in companies in which we have less than a 20% ownership interest and cannot exercise significant influence, and which do not have readily determinable fair values, are accounted for at cost, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, less any impairment. We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated. Use of Estimates The preparation of financial statements in conformity with 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, 2023, as compared to the significant accounting policies described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2023. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which adds contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with revenue recognition guidance. We adopted this standard on a prospective basis for the annual and interim periods beginning February 1, 2023. The adoption of this standard did not have any impact on our condensed consolidated financial statements as the ultimate impact is dependent on the size and frequency of future acquisitions and does not affect contract assets or contract liabilities related to acquisitions completed prior to the adoption date. In August 2022, the Inflation Reduction Act (the "IRA") was signed into law. The IRA establishes a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion and is effective for us in tax years beginning after December 31, 2022. We do not expect to be subject to the corporate minimum tax. In addition, the IRA also introduced a nondeductible 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the taxable year. During the nine months ended October 31, 2023, the calculated excise tax was $0.6 million and was recognized as part of the cost basis of shares acquired in our consolidated statement of stockholders' equity. We do not expect taxes due on future repurchases of our shares to have a material effect on our business. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting from December 31, 2022 to December 31, 2024. We expect to elect various optional expedients for contract modifications related to financial instruments affected by the reference rate reform through the effective date of December 31, 2024, as extended by ASU 2022-06. The application of this guidance did not have any impact on our consolidated financial statements. New Accounting Pronouncements Not Yet Effective There are no new accounting pronouncements not yet adopted or effective that are expected to have a material impact on our condensed consolidated financial statements and related disclosures.

FAIR VALUE MEASUREMENTS - Schedule of Changes in the Estimated Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2023	Oct. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair values, recorded in operating expenses	$ (700)	$ (2,800)
Contingent consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value measurement at beginning of period		12,717	$ 0
Contingent consideration liabilities recorded for business combinations		2,265	2,822
Changes in fair values, recorded in operating expenses		(2,830)	0
Payments of contingent consideration		(4,906)	0
Foreign currency translation and other		114	0
Fair value measurement at end of period	$ 7,360	$ 7,360	$ 2,822

DERIVATIVE FINANCIAL INSTRUMENTS

9 Months Ended

Oct. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

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

Foreign Currency Forward Contracts

Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Israeli shekel. We also periodically utilize foreign currency forward contracts to manage exposures resulting from forecasted customer collections to be remitted in currencies other than the applicable functional currency, and exposures from cash, cash equivalents and short-term investments denominated in currencies other than the applicable functional currency. These foreign currency forward contracts generally have maturities of

no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk.

We held outstanding foreign currency forward contracts with notional amounts of $6.2 million and $6.8 million as of October 31, 2023 and January 31, 2023, respectively.

Fair Values of Derivative Financial Instruments

The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023 were as follows:


		Fair Value at
		October 31,		January 31,
(in thousands)	Balance Sheet Classification	2023		2023
Derivative assets:
Foreign currency forward contracts:
Designated as cash flow hedges	Prepaid expenses and other current assets	$	10	$	19
Total derivative assets		$	10	$	19

Derivative liabilities:
Foreign currency forward contracts:
Designated as cash flow hedges	Accrued expenses and other current liabilities	$	396	$	124
Total derivative liabilities		$	396	$	124

Derivative Financial Instruments in Cash Flow Hedging Relationships


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Net losses recognized in AOCL:
Foreign currency forward contracts	$	(523)	$	(320)	$	(976)	$	(780)

Net losses reclassified from AOCL to the condensed consolidated statements of operations:
Foreign currency forward contracts	$	(272)	$	(226)	$	(695)	$	(541)

For information regarding the line item locations of the net losses on derivative financial instruments reclassified out of AOCL into the condensed consolidated statements of operations, see Note 10, “Stockholders’ Equity”.

All of the foreign currency forward contracts underlying the net unrealized losses recorded in our accumulated other comprehensive loss at October 31, 2023 mature within twelve months, and therefore we expect all such losses to be reclassified into earnings within the next twelve months.

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC. - Additional Information (Details) - 2021 Notes	Apr. 06, 2021 $ / shares
Class of Stock [Line Items]
Conversion price (in dollars per share)	$ 62.08
Capped calls, initial cap price (in dollars per share)	$ 100.00

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND DIVESTITURES - Other Business Combination Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Business Acquisition [Line Items]
Changes in fair values, recorded in operating expenses	$ 0.7		$ 2.8
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, general and administrative	Selling, general and administrative	Selling, general and administrative	Selling, general and administrative
Contingent consideration obligations, fair value	$ 7.4		$ 7.4
Payments of contingent consideration earned	1.8	$ 0.0	4.9	$ 7.5
Accrued expenses and other current liabilities
Business Acquisition [Line Items]
Contingent consideration obligations, fair value	4.3		4.3
Other Noncurrent Liabilities
Business Acquisition [Line Items]
Contingent consideration obligations, fair value	$ 3.1		$ 3.1

STOCKHOLDERS' EQUITY - Summary of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Oct. 31, 2023	Jul. 31, 2023	Apr. 30, 2023	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022	Oct. 31, 2023	Oct. 31, 2022
Activity in Accumulated Other Comprehensive Loss
Beginning balances	$ 826,048	$ 823,388	$ 858,149	$ 838,355	$ 835,453	$ 954,579	$ 858,149	$ 954,579
Other comprehensive loss before reclassifications							(8,054)
Amounts reclassified out of accumulated other comprehensive loss							(574)
Other comprehensive loss	(23,912)	7,922	8,510	(22,994)	(13,747)	(30,045)	(7,480)	(66,786)
Ending balances	805,365	826,048	823,388	836,117	838,355	835,453	805,365	836,117
Unrealized Losses on Foreign Exchange Contracts Designated as Hedges
Activity in Accumulated Other Comprehensive Loss
Beginning balances			(87)				(87)
Other comprehensive loss before reclassifications							(807)
Amounts reclassified out of accumulated other comprehensive loss							(574)
Other comprehensive loss							(233)
Ending balances	(320)						(320)
Foreign Currency Translation Adjustments
Activity in Accumulated Other Comprehensive Loss
Beginning balances			(154,012)				(154,012)
Other comprehensive loss before reclassifications							(7,247)
Amounts reclassified out of accumulated other comprehensive loss							0
Other comprehensive loss							(7,247)
Ending balances	(161,259)						(161,259)
AOCI Attributable to Parent
Activity in Accumulated Other Comprehensive Loss
Beginning balances	(137,667)	(145,589)	(154,099)	(162,307)	(148,560)	(118,515)	(154,099)	(118,515)
Other comprehensive loss	(23,912)	7,922	8,510	(22,994)	(13,747)	(30,045)
Ending balances	$ (161,579)	$ (137,667)	$ (145,589)	$ (185,301)	$ (162,307)	$ (148,560)	$ (161,579)	$ (185,301)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Cash flows from operating activities:
Net income	$ 10,711,000	$ 2,564,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	57,287,000	52,166,000
Stock-based compensation, excluding cash-settled awards	50,286,000	63,957,000
Losses on early retirements of debt	237,000	0
Other, net	5,676,000	8,072,000
Changes in operating assets and liabilities, net of effects of business combinations and divestitures:
Accounts receivable	13,545,000	22,079,000
Contract assets	9,943,000	(8,256,000)
Inventories	(415,000)	(5,452,000)
Prepaid expenses and other assets	32,609,000	(16,274,000)
Accounts payable and accrued expenses	(50,080,000)	(9,542,000)
Contract liabilities	(39,299,000)	(38,513,000)
Deferred income taxes	1,788,000	(1,489,000)
Other, net	(10,609,000)	(701,000)
Net cash provided by operating activities	81,679,000	68,611,000
Cash flows from investing activities:
Cash paid for asset acquisitions and business combinations, including adjustments, net of cash acquired	(3,173,000)	(3,828,000)
Purchases of property and equipment	(12,839,000)	(17,920,000)
Maturities and sales of investments	3,168,000	250,000
Purchases of investments	(3,180,000)	(10,168,000)
Cash paid for capitalized software development costs	(7,109,000)	(5,703,000)
Change in restricted bank time deposits, and other investing activities, net	(1,200,000)	(107,000)
Net cash used in investing activities	(24,333,000)	(37,476,000)
Cash flows from financing activities:
Proceeds from borrowings	100,000,000	0
Repayments of borrowings and other financing obligations	(102,430,000)	(3,025,000)
Payments of debt-related costs	(232,000)	(224,000)
Purchases of treasury stock and common stock for retirement	(99,263,000)	(106,137,000)
Preferred stock dividend payments	(20,800,000)	(20,800,000)
Distributions paid to noncontrolling interest	(490,000)	(637,000)
Payments of contingent consideration for business combinations (financing portion), and other financing activities	(4,182,000)	(3,518,000)
Net cash used in financing activities	(127,397,000)	(134,341,000)
Foreign currency effects on cash, cash equivalents, restricted cash, and restricted cash equivalents	(700,000)	(3,510,000)
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents	(70,751,000)	(106,716,000)
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period	282,161,000	358,868,000
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$ 211,410,000	$ 252,152,000

LONG-TERM DEBT (Tables)

9 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

The following table summarizes our long-term debt at October 31, 2023 and January 31, 2023:


	October 31,		January 31,
(in thousands)	2023		2023
2021 Notes	$	315,000	$	315,000
Term Loan	—		100,000
Revolving Credit Facility	100,000		—
Less: unamortized debt discounts and issuance costs	(4,539)		(6,092)
Total debt	410,461		408,908
Less: current maturities	—		—
Long-term debt	$	410,461	$	408,908

Schedule of Components of Interest Expense

The following table presents the components of interest expense incurred on the 2021 Notes and on borrowings under our Credit Agreement, for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
2021 Notes:
Interest expense at 0.25% coupon rate	$	197	$	196	$	591	$	588
Amortization of deferred debt issuance costs	444		441		1,330		1,320
Total Interest Expense — 2021 Notes	$	641	$	637	$	1,921	$	1,908

Borrowings under Credit Agreement:
Interest expense at contractual rates	$	1,771	$	1,186	$	5,118	$	2,559
Amortization of debt discounts	—		5		5		14
Amortization of deferred debt issuance costs	176		217		563		645
Losses on early retirements of debt	—		—		237		—
Total Interest Expense — Borrowings under Credit Agreement	$	1,947	$	1,408	$	5,923	$	3,218

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Other Income, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Condensed Financial Information Disclosure [Abstract]
Foreign currency gains, net	$ 39	$ 1,360	$ 212	$ 3,620
Other, net	20	(315)	(153)	(434)
Total other income, net	$ 59	$ 1,045	$ 59	$ 3,186

LONG-TERM DEBT - Components of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Apr. 09, 2021
Debt Instrument [Line Items]
Losses on early retirements of debt			$ 237	$ 0
2021 Notes
Debt Instrument [Line Items]
Interest expense at coupon or contractual rate	$ 197	$ 196	591	588
Amortization of deferred debt issuance costs	444	441	1,330	1,320
Total interest expense	641	637	1,921	1,908
Coupon interest rate					0.25%
Credit Agreement
Debt Instrument [Line Items]
Interest expense at coupon or contractual rate	1,771	1,186	5,118	2,559
Amortization of debt discounts	0	5	5	14
Amortization of deferred debt issuance costs	176	217	563	645
Losses on early retirements of debt	0	0	237	0
Total interest expense	$ 1,947	$ 1,408	$ 5,923	$ 3,218

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

FAIR VALUE MEASUREMENTS

9 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

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, 2023 and January 31, 2023:


	October 31, 2023
	Fair Value Hierarchy Category
(in thousands)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	70,449	$	—	$	—
U.S. Treasury bills, classified as cash and cash equivalents	498		—		—
Commercial paper, classified as cash and cash equivalents	—		7,472		—
Foreign currency forward contracts	—		10		—
Total assets	$	70,947	$	7,482	$	—
Liabilities:
Foreign currency forward contracts	$	—	$	396	$	—
Contingent consideration — business combinations	—		—		7,360
Total liabilities	$	—	$	396	$	7,360


	January 31, 2023
	Fair Value Hierarchy Category
(in thousands)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	96,941	$	—	$	—
Commercial paper, classified as cash and cash equivalents	—		50,869		—
Foreign currency forward contracts	—		19		—
Contingent consideration receivable	—		8		—
Total assets	$	96,941	$	50,896	$	—
Liabilities:
Foreign currency forward contracts	$	—	$	124	$	—
Contingent consideration — business combinations	—		—		12,717
Total liabilities	$	—	$	124	$	12,717

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, 2023 and 2022:



	Nine Months Ended October 31,
(in thousands)	2023		2022
Fair value measurement at beginning of period	$	12,717	$	—
Contingent consideration liabilities recorded for business combinations	2,265		2,822
Changes in fair values, recorded in operating expenses	(2,830)		—
Payments of contingent consideration	(4,906)		—
Foreign currency translation and other	114		—
Fair value measurement at end of period	$	7,360	$	2,822

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.

There were no transfers between levels of the fair value measurement hierarchy during the nine months ended October 31, 2023 and 2022.

Fair Value Measurements

Money Market Funds and U.S. Treasury Bills - We value our money market funds and U.S. treasury bills using quoted active market prices for such instruments.

Short-term Investments, Corporate Debt Securities, and Commercial Paper - The fair values of short-term investments, as well as corporate debt securities and commercial paper classified as cash equivalents, are estimated using observable market prices for identical securities that are traded in less-active markets, if available. When observable market prices for identical securities are not available, we value these short-term investments using non-binding market price quotes from brokers which we review for reasonableness using observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model.

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

Contingent Consideration Assets and Liabilities - Business Combinations and Divestitures - The fair value of the contingent consideration related to business combinations and divestitures is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. We remeasure the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within selling, general, and administrative expenses. Increases or decreases in discount rates would have inverse impacts on the related fair value measurements, while favorable or unfavorable changes in expectations of achieving performance targets would result in corresponding increases or decreases in the related fair value measurements. We utilized discount rates ranging from 6.5% to 8.1%, with a weighted average discount rate of 7.6% in our calculation of the estimated fair values of our contingent consideration liabilities as of October 31, 2023. We utilized discount rates ranging from 6.6% to 7.6%, with a weighted average discount rate of 6.9% in our calculations of the estimated fair values of our contingent consideration liabilities as of January 31, 2023. The contingent consideration receivable was fully paid as of October 31, 2023.

Other Financial Instruments

The carrying amounts of accounts receivable, contract assets, accounts payable, and accrued liabilities and other current liabilities approximate fair value due to their short maturities.

The estimated fair value of our Revolving Credit Facility borrowing was approximately $99.0 million at October 31, 2023. The estimated fair value of our Term Loan borrowing was approximately $100.0 million at January 31, 2023. On April 27, 2023, we repaid in full the remaining $100.0 million outstanding balance on our Term Loan utilizing proceeds from borrowings under our Revolving Credit Facility. We had no borrowings under our Revolving Credit Facility at January 31, 2023. The estimated fair values of the Term Loan borrowings were based upon indicative bid and ask prices as determined by the agent responsible for the syndication of our term loans. We considered these inputs to be within Level 3 of the fair value hierarchy because we cannot reasonably observe activity in the limited market in which participation in our Term Loan traded. The estimated fair value of borrowings under our Revolving Credit Facility is based upon indicative market values provided by one of our lenders. The indicative prices provided to us at October 31, 2023 and January 31, 2023 did not significantly differ from par value.

The estimated fair values of our 2021 Notes were approximately $266.0 million and $282.0 million at October 31, 2023 and January 31, 2023, respectively. The estimated fair values of the 2021 Notes were determined based on quoted bid and ask prices in the over-the-counter market in which the 2021 Notes traded. We consider these inputs to be within Level 2 of the fair value hierarchy.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

Investments

In March 2023, we invested approximately $1.1 million in a privately-held company via a simple agreement for future equity (“SAFE”). In July 2023, we made a second SAFE investment of $0.5 million for a total investment of approximately $1.6 million. The SAFE provides that, upon the completion by such company of a qualified equity financing, we will automatically receive the number of shares of capital stock of such company equal to the SAFE purchase amount divided by the Discount Price (as such term is defined in the SAFE). If there is a liquidity event affecting such company, such as a change in control or initial public offering, we will receive a cash payment equal to the greater of (a) the SAFE purchase amount or (b) the amount payable on the number of shares of common stock of such company equal to the SAFE purchase amount divided by the Liquidity Price (as such term is defined in the SAFE). Our investment is carried at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer and is included within other assets on the condensed consolidated balance sheets as of October 31, 2023.

The carrying amount of our noncontrolling equity investments in privately-held companies without readily determinable fair values was $5.1 million as of October 31, 2023 and January 31, 2023. These investments were included within other assets on the condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023. There were no observable price changes in our investments in privately-held companies during the nine months ended October 31, 2023 and 2022. We did not recognize any impairments during the three and nine months ended October 31, 2023 and 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

LONG-TERM DEBT - Credit Agreement (Details)			3 Months Ended	9 Months Ended
LONG-TERM DEBT - Credit Agreement (Details)	May 10, 2023	Apr. 27, 2023 USD ($)	Apr. 30, 2021 USD ($)	Oct. 31, 2023 USD ($)	Oct. 31, 2022 USD ($)	Jan. 31, 2023 USD ($)	Jun. 29, 2017 USD ($)
Debt Instrument [Line Items]
Accrued interest paid				$ 6,336,000	$ 3,203,000
Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity							$ 725,000,000
Term Loan
Debt Instrument [Line Items]
Debt face amount							425,000,000
Required quarterly principal payment			$ 1,100,000
Repayments of debt		$ 100,000,000	309,000,000
Long-term debt outstanding			$ 100,000,000	0		$ 100,000,000
Accrued interest paid		$ 500,000
Deferred debt issuance costs				200,000
Unamortized debt discount				200,000
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity							$ 300,000,000
Long-term debt outstanding				$ 100,000,000		$ 0
Interest rate at end of period (as a percent)				6.94%
Consolidated total debt to consolidated EBITDA ratio				4.50
Fourth Amendment To Credit Agreement \| Base Rate \| Minimum
Debt Instrument [Line Items]
Interest rate margin (as a percent)	0.25%
Fourth Amendment To Credit Agreement \| Base Rate \| Maximum
Debt Instrument [Line Items]
Interest rate margin (as a percent)	1.25%
Fourth Amendment To Credit Agreement \| Adjusted Term SOFR \| Minimum
Debt Instrument [Line Items]
Interest rate margin (as a percent)	1.25%
Fourth Amendment To Credit Agreement \| Adjusted Term SOFR \| Maximum
Debt Instrument [Line Items]
Interest rate margin (as a percent)	2.25%

REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Disaggregation of Revenue [Line Items]
Current period revenue recognized from beginning balance of contract liabilities	$ 225.3	$ 217.6
Accounts Receivable \| Customer Concentration Risk \| Partner A
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	15.00%		15.00%
Accounts Receivable \| Customer Concentration Risk \| Partner B
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	12.00%		15.00%
Contract assets \| Customer Concentration Risk \| Partner A
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	15.00%		15.00%
Contract assets \| Customer Concentration Risk \| Partner B
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	12.00%		15.00%
Minimum
Disaggregation of Revenue [Line Items]
Unbundled contracts renewal term	1 year
Maximum
Disaggregation of Revenue [Line Items]
Unbundled contracts renewal term	3 years

SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Supplemental Information Regarding Condensed Consolidated Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Condensed Financial Information Disclosure [Abstract]
Cash paid for interest	$ 6,336	$ 3,203
Cash payments of income taxes, net	12,979	12,818
Cash payments for operating leases	12,474	21,275
Non-cash investing and financing transactions:
Leasehold improvements funded by lease incentive	0	5,090
Finance leases of property and equipment	448	567
Accrued but unpaid purchases of property and equipment	231	4,079
Liabilities for contingent consideration in business combinations	2,265	2,822
Retirement of treasury stock	0	106,137
Excise tax on share repurchases	$ 612	$ 0

CONVERTIBLE PREFERRED STOCK - Future Tranche Right (Details) - USD ($) $ in Thousands	Apr. 06, 2021	Oct. 31, 2023	Jan. 31, 2023	May 07, 2020
Subsidiary, Sale of Stock [Line Items]
Future tranche right, fair value				$ 3,400
Temporary equity		$ 436,321	$ 436,321
Series B Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Temporary equity	$ 237,000	235,693	235,693
Future tranche right	$ 37,000
Series B Preferred Stock \| Series B Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued (in shares)	200,000
Series A Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Temporary equity		$ 200,628	$ 200,628	$ 203,400

- Definition

Carrying amount, attributable to parent and noncontrolling interests, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of 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, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Cost of revenue — recurring	$	523	$	729	$	1,505	$	2,187
Cost of revenue — nonrecurring	570		600		1,400		2,058
Research and development, net	3,025		3,533		8,818		10,371
Selling, general and administrative	12,068		15,037		38,563		49,346
Total stock-based compensation expense	$	16,186	$	19,899	$	50,286	$	63,962

Schedule of Stock-Based Compensation Expense by Type of Award

The following table summarizes stock-based compensation expense by type of award for the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
(in thousands)	2023		2022		2023		2022
Restricted stock units and restricted stock awards	$	15,560	$	17,135	$	46,400	$	56,508
Stock bonus program and bonus share program	564		2,769		3,880		7,449
Total equity-settled awards	16,124		19,904		50,280		63,957
Phantom stock units (cash-settled awards)	62		(5)		6		5
Total stock-based compensation expense	$	16,186	$	19,899	$	50,286	$	63,962

Schedule of RSU Activity


	Nine Months Ended October 31,
	2023			2022
(in thousands, except per share data)	Shares or Units	Weighted-Average Grant Date Fair Value		Shares or Units	Weighted-Average Grant Date Fair Value
Beginning balance	2,230	$	52.42	2,454	$	42.99
Granted	1,911	$	37.08	1,648	$	55.43
Released	(1,049)	$	46.44	(1,547)	$	41.97
Forfeited	(202)	$	43.00	(140)	$	46.74
Ending balance	2,890	$	44.44	2,415	$	52.58

Schedule of Performance Share Activity


	Nine Months Ended October 31,
(in thousands)	2023	2022
Beginning balance	532	547
Granted	277	278
Released	(230)	(279)
Forfeited	(25)	(3)
Ending balance	554	543

Schedule of Activity under Stock Bonus Program


	Nine Months Ended October 31,
(in thousands)	2023	2022
Shares in lieu of cash bonus — granted and released (not included in Award Activity Table above)	27	131
Shares in respect of discount (included in Award Activity Table above):
Granted	0	25
Released	2	23

STOCKHOLDERS' EQUITY - Stock Repurchase Programs (Details) - USD ($) shares in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Apr. 30, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023	Dec. 07, 2022
Class of Stock [Line Items]
Excise tax on share repurchases				$ 612,000	$ 0
Treasury stock repurchased	$ 457,000	$ 14,000	$ 105,666,000
December 2022 Repurchase Program
Class of Stock [Line Items]
Stock repurchase program, authorized amount							$ 200,000,000
Stock repurchased during period (in shares)				3,014		649
Stock repurchased during period, value				$ 99,300,000		$ 23,500,000
Excise tax on share repurchases				$ 600,000
Shares retired (in shares)				3,014
Prior Stock Repurchase Program
Class of Stock [Line Items]
Stock repurchased during period, value					$ 105,700,000
Treasury stock repurchased (in shares)					2,010
Treasury stock repurchased					$ 106,100,000

FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Liabilities:
Contingent consideration — business combinations	$ 7,400
Recurring \| Level 1
Assets:
Money market funds	70,449	$ 96,941
U.S. Treasury bills, classified as cash and cash equivalents	498
Commercial paper, classified as cash and cash equivalents	0	0
Foreign currency forward contracts	0	0
Contingent consideration receivable		0
Total assets	70,947	96,941
Liabilities:
Foreign currency forward contracts	0	0
Contingent consideration — business combinations	0	0
Total liabilities	0	0
Recurring \| Level 2
Assets:
Money market funds	0	0
U.S. Treasury bills, classified as cash and cash equivalents	0
Commercial paper, classified as cash and cash equivalents	7,472	50,869
Foreign currency forward contracts	10	19
Contingent consideration receivable		8
Total assets	7,482	50,896
Liabilities:
Foreign currency forward contracts	396	124
Contingent consideration — business combinations	0	0
Total liabilities	396	124
Recurring \| Level 3
Assets:
Money market funds	0	0
U.S. Treasury bills, classified as cash and cash equivalents	0
Commercial paper, classified as cash and cash equivalents	0	0
Foreign currency forward contracts	0	0
Contingent consideration receivable		0
Total assets	0	0
Liabilities:
Foreign currency forward contracts	0	0
Contingent consideration — business combinations	7,360	12,717
Total liabilities	$ 7,360	$ 12,717

INTANGIBLE ASSETS AND GOODWILL - Goodwill Activity (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2023	Jan. 31, 2023
Goodwill [Roll Forward]
Goodwill, gross at the beginning of the period	$ 1,399,492	$ 1,403,256
Accumulated impairment losses	(56,043)	$ (56,043)
Goodwill, net at the beginning of the period	1,347,213
Foreign currency translation and other	(6,277)
Business combinations, including adjustments to prior period acquisitions	2,513
Goodwill, net, at the end of the period	$ 1,343,449

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

Our assets and liabilities measured at fair value on a recurring basis consisted of the following as of October 31, 2023 and January 31, 2023:


	October 31, 2023
	Fair Value Hierarchy Category
(in thousands)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	70,449	$	—	$	—
U.S. Treasury bills, classified as cash and cash equivalents	498		—		—
Commercial paper, classified as cash and cash equivalents	—		7,472		—
Foreign currency forward contracts	—		10		—
Total assets	$	70,947	$	7,482	$	—
Liabilities:
Foreign currency forward contracts	$	—	$	396	$	—
Contingent consideration — business combinations	—		—		7,360
Total liabilities	$	—	$	396	$	7,360


	January 31, 2023
	Fair Value Hierarchy Category
(in thousands)	Level 1		Level 2		Level 3
Assets:
Money market funds	$	96,941	$	—	$	—
Commercial paper, classified as cash and cash equivalents	—		50,869		—
Foreign currency forward contracts	—		19		—
Contingent consideration receivable	—		8		—
Total assets	$	96,941	$	50,896	$	—
Liabilities:
Foreign currency forward contracts	$	—	$	124	$	—
Contingent consideration — business combinations	—		—		12,717
Total liabilities	$	—	$	124	$	12,717

Schedule of Changes in the Estimated Fair Value Using Significant Unobservable Inputs (Level 3)



	Nine Months Ended October 31,
(in thousands)	2023		2022
Fair value measurement at beginning of period	$	12,717	$	—
Contingent consideration liabilities recorded for business combinations	2,265		2,822
Changes in fair values, recorded in operating expenses	(2,830)		—
Payments of contingent consideration	(4,906)		—
Foreign currency translation and other	114		—
Fair value measurement at end of period	$	7,360	$	2,822

CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, cost basis	$ 209,647	$ 252,073	$ 282,099
Cash and cash equivalents, fair value	209,647		282,099
Cost Basis	684		697
Gross Unrealized Gains	0		0
Gross Unrealized Losses	0		0
Estimated Fair Value	684		697
Proceeds from maturities and sales of short-term investments	3,200	$ 300
Bank time deposits
Cash and Cash Equivalents [Line Items]
Cost Basis	684		697
Gross Unrealized Gains	0		0
Gross Unrealized Losses	0		0
Estimated Fair Value	684		697
Cash and bank time deposits
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, cost basis	131,228		134,289
Cash and cash equivalents, fair value	131,228		134,289
Money market funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, cost basis	70,449		96,941
Cash and cash equivalents, fair value	70,449		96,941
Commercial paper
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, cost basis	7,472		50,869
Cash and cash equivalents, fair value	7,472		$ 50,869
U.S. Treasury bills
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, cost basis	498
Cash and cash equivalents, fair value	$ 498