NET LOSS PER COMMON SHARE ATTRIBUTABLE TO VERINT SYSTEMS INC.

The following table summarizes the calculation of basic and diluted net loss per common share attributable to Verint Systems Inc. for the three and six months ended July 31, 2017 and 2016:



	Three Months Ended July 31,						Six Months Ended July 31,
(in thousands, except per share amounts)	2017			2016			2017			2016
Net loss	$	(5,766	)	$	(11,078	)	$	(24,806	)	$	(27,271	)
Net income attributable to noncontrolling interests	661			627			1,407			1,890
Net loss attributable to Verint Systems Inc.	$	(6,427	)	$	(11,705	)	$	(26,213	)	$	(29,161	)
Weighted-average shares outstanding:
Basic	63,185			62,668			62,838			62,463
Dilutive effect of employee equity award plans	—			—			—			—
Dilutive effect of 1.50% convertible senior notes	—			—			—			—
Dilutive effect of warrants	—			—			—			—
Diluted	63,185			62,668			62,838			62,463
Net loss per common share attributable to Verint Systems Inc.:
Basic	$	(0.10	)	$	(0.19	)	$	(0.42	)	$	(0.47	)
Diluted	$	(0.10	)	$	(0.19	)	$	(0.42	)	$	(0.47	)

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



	Three Months Ended July 31,		Six Months Ended July 31,
(in thousands)	2017	2016	2017	2016
Common shares excluded from calculation:
Stock options and restricted stock-based awards	1,282	1,035	1,243	1,276
1.50% convertible senior notes	6,205	6,205	6,205	6,205
Warrants	6,205	6,205	6,205	6,205

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

Our 1.50% convertible senior notes ("Notes") will not impact the calculation of diluted net income per share unless the average price of our common stock, as calculated in accordance with the terms of the indenture governing the Notes, exceeds the conversion price of $64.46 per share. Likewise, diluted net income per share will not include any effect from the Warrants (as defined in Note 6, "Long-Term Debt") unless the average price of our common stock, as calculated under the terms of the Warrants, exceeds the exercise price of $75.00 per share.

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