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STOCKHOLDERS' EQUITY
12 Months Ended
Jan. 31, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock Dividends

We did not declare or pay any cash dividends on our common stock during the years ended January 31, 2024, 2023, and 2022. Under the terms of our Credit Agreement, we are subject to certain restrictions on declaring and paying cash dividends on our common stock.

In connection with the Spin-Off, each holder of Verint’s common stock received one ordinary share of Cognyte for every share of common stock of Verint held of record as of the close of business on January 25, 2021.

Treasury Stock

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

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

No treasury stock remained outstanding at January 31, 2024 and 2023, respectively.

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

During the year ended January 31, 2024, we repurchased approximately 4,124,000 shares of our common stock for a cost of $124.4 million, including an excise tax of $0.8 million, under the current stock repurchase program, as well as approximately 1,000 shares to facilitate income tax withholding or payments as described above. During the year ended January 31, 2024, we retired all 4,125,000 shares of our common stock with a cost of $124.4 million, which was recorded as a reduction of common stock and additional paid-in capital. These shares were returned to the status of authorized and unissued shares. Subsequent to January 31, 2024, through March 25, 2024, we repurchased approximately 463,000 shares of our common stock for $14.4 million under this program. Repurchases were financed with available cash in the United States. Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the IRA. The excise tax of $0.8 million was recognized as part of the cost basis of shares acquired in the consolidated statements of stockholders’ equity during the year ended January 31, 2024.

During the year ended January 31, 2023 we repurchased approximately 2,659,000 shares of our common stock for a cost of $129.6 million, which included $105.7 million of share repurchases under a prior authorized stock repurchase program, $23.5 million under the current stock repurchase program, as well as other repurchases to facilitate income tax withholding or payments as described above. During the year ended January 31, 2023, we retired all 2,659,000 shares of our common stock with a cost of $129.6 million, which was recorded as a reduction of common stock and additional paid-in capital. These shares were returned to the status of authorized and unissued shares.

Issuance of Convertible Preferred Stock

On December 4, 2019, in conjunction with the planned Spin-Off, we announced that an affiliate of Apax Partners would invest up to $400.0 million in us, in the form of convertible preferred stock. Under the terms of the Investment Agreement, the Apax Investor purchased $200.0 million of our Series A Preferred Stock, which closed on May 7, 2020. In connection with the completion of the Spin-Off, the Apax Investor purchased $200.0 million of our Series B Preferred Stock, which closed on April 6, 2021. As of January 31, 2024, Apax’s ownership in us on an as-converted basis was approximately 13.5%. Please refer to Note 9, “Convertible Preferred Stock” for a more detailed discussion of the Apax investment.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes items such as foreign currency translation adjustments and unrealized gains and losses on derivative financial instruments designated as hedges. Accumulated other comprehensive loss is presented as a separate line item in the stockholders’ equity section of our consolidated balance sheets. Accumulated other comprehensive loss items have no impact on our net income (loss) as presented in our consolidated statements of operations.

The following table summarizes changes in the components of our accumulated other comprehensive loss by component for the years ended January 31, 2024 and 2023:

(in thousands)
Unrealized Gains (Losses) on Foreign Exchange Contracts Designated as Hedges
Foreign Currency Translation AdjustmentsTotal
Accumulated other comprehensive loss at January 31, 2022
$(48)$(118,467)$(118,515)
Other comprehensive loss before reclassifications
(588)(35,545)(36,133)
Amounts reclassified out of accumulated other comprehensive loss
(549)— (549)
Net other comprehensive loss
(39)(35,545)(35,584)
Accumulated other comprehensive loss at January 31, 2023
(87)(154,012)(154,099)
Other comprehensive (loss) income before reclassifications
(329)10,123 9,794 
Amounts reclassified out of accumulated other comprehensive loss(557)— (557)
Cumulative currency translation loss realized from divestiture— (786)(786)
Net other comprehensive income
228 10,909 11,137 
Accumulated other comprehensive income (loss) at January 31, 2024
$141 $(143,103)$(142,962)
All amounts presented in the table above are net of income taxes, if applicable. The accumulated net losses in foreign currency translation adjustments primarily reflect the strengthening of the U.S. dollar against the British pound sterling, which has resulted in lower U.S. dollar-translated balances of British pound sterling-denominated goodwill and intangible assets.

The amounts reclassified out of accumulated other comprehensive loss into the consolidated statements of operations, with presentation location, for the years ended January 31, 2024, 2023, and 2022 were as follows:

Year Ended January 31,Financial Statement Location
(in thousands)202420232022
Unrealized (losses) gains on derivative financial instruments:
Foreign currency forward contracts$(7)$(1)$Cost of recurring revenue
(59)(60)24 Cost of nonrecurring revenue
(416)(392)142 Research and development, net
(194)(207)65 Selling, general and administrative
(676)(660)232 Total, before income taxes
119 111 (39)Provision for income taxes
$(557)$(549)$193 Total, net of income taxes
Interest rate swap agreement$— $— $(1,014)Interest expense
— — (15,655)Other income (expense), net
  (16,669)Total, before income taxes
— — 3,638 Benefit from income taxes
$ $ $(13,031)Total, net of income taxes
Foreign currency translation loss:
$(786)$— $— Selling, general and administrative
— — — Provision for income taxes
$(786)$ $ Total, net of income taxes