Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Oct. 31, 2013 | |
Document And Entity Information [Abstract] | ' |
Document Type | '10-Q |
Amendment Flag | 'false |
Document Period End Date | 31-Oct-13 |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Trading Symbol | 'SRNA |
Entity Registrant Name | 'SERENA SOFTWARE INC |
Entity Central Index Key | '0001073967 |
Current Fiscal Year End Date | '--01-31 |
Entity Filer Category | 'Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 99,193,365 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $99,354 | $97,315 |
Accounts receivable, net of allowance of $1,318 and $1,094 at October 31, 2013 and January 31, 2013, respectively | 13,613 | 16,113 |
Deferred tax assets, net | 5,975 | 5,730 |
Prepaid expenses and other current assets | 7,641 | 9,405 |
Total current assets | 126,583 | 128,563 |
Property and equipment, net | 2,818 | 4,314 |
Intangible assets, net | 16,991 | 45,661 |
Goodwill | 462,400 | 462,400 |
Deferred tax assets, net | 2,524 | ' |
Other long-term assets | 3,242 | 5,089 |
TOTAL ASSETS | 614,558 | 646,027 |
Current liabilities: | ' | ' |
Accounts payable | 1,516 | 2,330 |
Accrued expenses | 16,433 | 17,507 |
Accrued interest payable | 1,746 | 4,614 |
Deferred revenue | 50,954 | 67,056 |
Total current liabilities | 70,649 | 91,507 |
Long-term debt | 410,042 | 410,042 |
Long-term deferred revenue | 6,439 | 9,026 |
Deferred tax liabilities, net | ' | 9,326 |
Other long-term liabilities | 7,102 | 4,563 |
Total liabilities | 494,232 | 524,464 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, value | ' | ' |
Common stock, $0.01 par value; 200,000,000 shares authorized; 99,193,365 and 99,084,473 shares issued and outstanding at October 31, 2013 and January 31, 2013, respectively | 992 | 991 |
Additional paid-in capital | 519,826 | 516,986 |
Accumulated other comprehensive loss | -2,153 | -1,809 |
Accumulated deficit | -398,339 | -394,605 |
Total stockholders' equity | 120,326 | 121,563 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 614,558 | 646,027 |
Series A Preferred Stock [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, value | ' | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance | $1,318 | $1,094 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 99,193,365 | 99,084,473 |
Common stock, shares outstanding | 99,193,365 | 99,084,473 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Revenue: | ' | ' | ' | ' |
Software licenses | $7,822 | $13,419 | $20,925 | $32,938 |
Maintenance | 33,961 | 34,307 | 100,637 | 103,244 |
Professional services | 4,328 | 5,438 | 13,415 | 17,349 |
Total revenue | 46,111 | 53,164 | 134,977 | 153,531 |
Cost of revenue: | ' | ' | ' | ' |
Software licenses | -218 | 884 | 263 | 1,856 |
Maintenance | 2,929 | 2,904 | 8,712 | 8,561 |
Professional services | 4,049 | 5,312 | 12,816 | 16,631 |
Amortization of technology | 459 | ' | 1,378 | ' |
Total cost of revenue | 7,219 | 9,100 | 23,169 | 27,048 |
Gross profit | 38,892 | 44,064 | 111,808 | 126,483 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 8,831 | 13,835 | 32,369 | 42,983 |
Research and development | 5,954 | 6,985 | 19,017 | 20,695 |
General and administrative | 4,537 | 3,603 | 11,872 | 11,870 |
Amortization of intangible assets | 9,148 | 9,077 | 27,447 | 27,336 |
Restructuring, acquisition and other charges | 3,950 | 1,265 | 12,815 | 3,274 |
Total operating expenses | 32,420 | 34,765 | 103,520 | 106,158 |
Operating income | 6,472 | 9,299 | 8,288 | 20,325 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 24 | 46 | 113 | 144 |
Interest expense | -6,623 | -7,338 | -19,745 | -22,004 |
Loss on early extinguishment of debt | ' | ' | ' | -154 |
Amend and extend transaction fees | ' | ' | ' | -577 |
Total other expense, net | -6,599 | -7,292 | -19,632 | -22,591 |
Income (loss) before income taxes | -127 | 2,007 | -11,344 | -2,266 |
Income tax (benefit) provision | 2,421 | -2,127 | -7,610 | -2,973 |
Net income (loss) | -2,548 | 4,134 | -3,734 | 707 |
Foreign currency translation adjustments | -151 | 102 | -344 | -283 |
Comprehensive income (loss) | ($2,699) | $4,236 | ($4,078) | $424 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($3,734) | $707 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 30,111 | 29,289 |
Stock-based compensation | 2,877 | 1,388 |
Deferred income taxes | -12,095 | -9,875 |
Loss on early extinguishment of debt | ' | 154 |
Amortization and write-off of debt issuance costs | 1,257 | 1,528 |
Amend and extend transaction fees | ' | 577 |
Loss on disposal of equipment | 632 | 162 |
Other non-cash | ' | -60 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 2,500 | 565 |
Prepaid expenses and other assets | 2,354 | 1,711 |
Accounts payable | -814 | 16 |
Income taxes (receivable) payable | -142 | -1,540 |
Accrued expenses and other liabilities | 2,983 | -2,416 |
Acrrued interest payable | -2,868 | -4,495 |
Deferred revenue | -18,689 | -14,120 |
Net cash provided by operating activities | 4,372 | 3,591 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -422 | -1,876 |
Purchases of intangible assets | -1,531 | -4,190 |
Net cash used in investing activities | -1,953 | -6,066 |
Cash flows from financing activities: | ' | ' |
Exercise of stock options under employee stock option plan | 10 | 46 |
Repurchase of common stock for taxes due from option exercises and restricted stock unit releases | -130 | -724 |
Excess tax benefit from stock-based compensation | 84 | ' |
Proceeds from borrowings | ' | 84,400 |
Payments on debt | ' | -92,277 |
Debt issuance costs paid | ' | -3,807 |
Net cash used in financing activities | -36 | -12,362 |
Effect of exchange rate changes on cash | -344 | -283 |
Net increase (decrease) in cash and cash equivalents | 2,039 | -15,120 |
Cash and cash equivalents at beginning of period | 97,315 | 109,688 |
Cash and cash equivalents at end of period | 99,354 | 94,568 |
Supplemental disclosures of cash flow information: | ' | ' |
Income taxes paid, net of refunds | 4,259 | 8,264 |
Interest expense paid | $21,354 | $24,970 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended |
Oct. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Description of Business and Basis of Presentation | ' |
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
Basis of Presentation | |
The unaudited condensed consolidated financial statements of Serena Software, Inc. (“Serena” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of January 31, 2013, is derived from the audited consolidated financial statements for the year ended January 31, 2013. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended October 31, 2013, are not necessarily indicative of the results that may be expected for the year ending January 31, 2014, or any future period. The information included in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2013. | |
Use of Estimates | |
The preparation of the financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations may be affected. | |
Significant Accounting Policies | |
There have been no material changes to the Company’s significant accounting policies as compared to the accounting policies described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended January 31, 2013. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Topic 740 – Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists(a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”), to provide explicit guidance on the presentation of an unrecognized tax benefit on the financial statements when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 for non-public entities. The Company intends to adopt this standard prospectively in the first quarter of fiscal year 2016. The adoption is not expected to have an impact on the Company’s consolidated results of operations but may impact the presentation of certain tax items. | |
In February 2013, the FASB issued ASU No. 2013-02, Topic 350 – Comprehensive Income (“ASU 2013-02”), which amends Topic 220 to improve the reporting of classifications out of accumulated other comprehensive income to the respective line items in net income. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The Company adopted this standard in the first quarter of fiscal year 2014. The adoption did not impact the Company’s consolidated results of operations or financial position as the Company does not currently have any significant reclassifications out of accumulated other comprehensive income (loss). |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
2. FAIR VALUE MEASUREMENTS | |||||||||||||||||
The following table represents the Company’s financial instruments measured at fair value on a recurring basis (in thousands): | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||
Active Markets | Observable Inputs | Unobservable | |||||||||||||||
for Identical Assets | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
October 31, 2013: | |||||||||||||||||
Money market funds (1) | $ | 85,832 | $ | — | $ | — | $ | 85,832 | |||||||||
January 31, 2013: | |||||||||||||||||
Money market funds (1) | $ | 68,971 | $ | — | $ | — | $ | 68,971 | |||||||||
-1 | Included in cash and cash equivalents on the condensed consolidated balance sheets | ||||||||||||||||
The carrying amount of the Company’s financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values due to their short-term maturities. The estimated fair value of the Company’s long-term debt is disclosed in Note 4 herein. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||
3. GOODWILL AND INTANGIBLE ASSETS | |||||||||||||
Goodwill | |||||||||||||
There were no changes in the carrying amount of goodwill during the three and nine months ended October 31, 2013. Goodwill is not amortized, but instead tested for impairment annually during the fourth quarter. Goodwill may also be tested for impairment between annual tests in the presence of impairment indicators. There were no impairments to goodwill during the three and nine months ended October 31, 2013 and 2012, respectively. | |||||||||||||
Intangible Assets | |||||||||||||
The Company’s intangible assets were as follows (in thousands): | |||||||||||||
October 31, 2013 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Amortizing intangible assets: | |||||||||||||
Technology, licenses and patents | $ | 184,213 | $ | (180,493 | ) | $ | 3,720 | ||||||
Customer relationships | 278,900 | (266,556 | ) | 12,344 | |||||||||
Trademarks | 14,300 | (13,665 | ) | 635 | |||||||||
Internal-use software | 6,664 | (6,372 | ) | 292 | |||||||||
Total | $ | 484,077 | $ | (467,086 | ) | $ | 16,991 | ||||||
January 31, 2013 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Amortizing intangible assets: | |||||||||||||
Technology, licenses and patents | $ | 184,213 | $ | (179,159 | ) | $ | 5,054 | ||||||
Customer relationships | 278,900 | (240,663 | ) | 38,237 | |||||||||
Trademarks | 14,300 | (12,334 | ) | 1,966 | |||||||||
Internal-use software | 6,711 | (6,307 | ) | 404 | |||||||||
Total | $ | 484,124 | $ | (438,463 | ) | $ | 45,661 | ||||||
As of October 31, 2013, the estimated future amortization expense of the Company’s intangible assets is as follows (in thousands): | |||||||||||||
For remaining three months of year ending January 31, 2014 | $ | 9,594 | |||||||||||
For year ending January 31, 2015 | 5,926 | ||||||||||||
For year ending January 31, 2016 | 1,459 | ||||||||||||
For year ending January 31, 2017 | 12 | ||||||||||||
Total | $ | 16,991 | |||||||||||
The Company tests its long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. A long-lived asset is not recoverable, and therefore subject to impairment charge, if its carrying amount exceeds the undiscounted cash flows associated with it. There were no impairment charges in the three and nine month periods ended October 31, 2013 and 2012, respectively. |
Debt
Debt | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
4. DEBT | |||||||||
The following table summarized the Company’s long-term debt (in thousands, except percentages): | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
2016 Tranche B term loans: due March 10, 2016, three-month LIBOR plus 4.00% with a 1.00% LIBOR floor | $ | 117,399 | $ | 117,399 | |||||
2016 Extended term loans: due March 10, 2016, three-month LIBOR plus 4.00% | 191,101 | 191,101 | |||||||
Senior Subordinated Notes: due March 15, 2016, 10.375% | 101,542 | 101,542 | |||||||
Total long-term debt | $ | 410,042 | $ | 410,042 | |||||
Senior Secured Credit Agreement | |||||||||
On March 10, 2006, the Company entered into a senior secured credit agreement (the “senior secured credit agreement” or the “Credit Facility”). The Credit Facility originally provided for (1) a seven-year term loan in the amount of $400.0 million amortizing at a rate of 1.00% per year on a quarterly basis for the first six and three-quarters years with the balance paid at maturity and (2) a six-year revolving credit facility that permitted loans in an aggregate amount of up to $75.0 million, including a letter of credit facility and a swing-line facility. In addition, subject to certain terms and conditions, the Credit Facility provided for one or more uncommitted incremental term loan or revolving credit facilities in an aggregate amount not to exceed $150.0 million. | |||||||||
First Amend and Extend Transaction | |||||||||
On March 2, 2011, the Company entered into an amendment to its Credit Facility to extend the final maturity of the outstanding term loans, extend the commitment termination date for a portion of the revolving credit facility and amend the financial covenants (the “First Amend and Extend Transaction”). As a result of the First Amend and Extend Transaction, $191.1 million of the existing term loans were extended with a new maturity date of March 10, 2016 (the “2016 Extended Term Loans”), and $20.0 million of the existing revolving credit commitments were extended with a new maturity date of March 10, 2015 (the “Extended Revolving Credit Commitments”). The maturity date of the 2016 Extended Term Loans is subject to a springing maturity date that is the 180th day prior to March 10, 2016, if any of the senior subordinated notes remain outstanding as of the springing maturity date. The remaining $124.9 million of the existing term loans that were not extended (the “2013 Term Loans”), and the remaining $55.0 million of the existing revolving credit commitments that were not extended, continued to mature on March 10, 2013 and March 10, 2012, respectively. As a result of the First Amend and Extend Transaction, the interest rate margins were increased by 200 basis points for the extended facilities. After giving effect to the amendment, the aggregate principal amount outstanding under the senior secured credit agreement did not change, and the principal amount of the term loans continue to amortize at a rate of 1.00% per year on a quarterly basis. | |||||||||
Second Amend and Extend Transaction | |||||||||
On April 12, 2012, the Company entered into an Extension Agreement and Amendment (the “Second Amend and Extend Transaction”) to the Credit Facility to extend the final maturity date of the 2013 Term Loans to March 2016. As a result of the Second Amend and Extend Transaction, $117.4 million of the 2013 Term Loans were extended through a combination of the establishment of a series of term loans to new and existing lenders and the repayment of certain amounts to existing and departing lenders. This resulted in $84.4 million of the 2013 Term Loans being effectively repaid or extinguished and the same amount being considered new borrowings. The Company refers to the incremental term loans and the newly extended term loans as the “2016 Tranche B Term Loans.” The 2016 Tranche B Term Loans have an applicable margin for London Interbank Offered Rate, or LIBOR, based loans of 4.0% (or, if the Company exceeds a specified leverage ratio, 4.25%, which was 200 basis points higher than the interest rate under the 2013 Term Loans) and a LIBOR floor of 1.0%. The other terms and conditions of the 2016 Tranche B Term Loans are the same as those for the 2016 Extended Term Loans. After giving effect to the Second Amend and Extend Transaction, all of the Company’s outstanding term loans under the Credit Facility have a final maturity date of March 10, 2016 and the aggregate principal amount of the term loans outstanding under the Credit Facility did not change. The Company paid each lender holding 2016 Tranche B Term Loans an original issue discount equal to 1.5% of the principal amount of 2016 Tranche B Term Loans held by such lender. | |||||||||
The Credit Facility bears an annual commitment fee on the undrawn portion of that facility commencing on the date of execution and delivery of the senior secured credit agreement. As a result of the cancellation of the non-extended 2012 revolving credit commitment totaling $55.0 million during the quarter ended October 31, 2011, the annual commitment fee is limited to the amount of undrawn Extended Revolving Credit Commitments, which was equal to $20.0 million as of October 31, 2013. Effective February 1, 2011, the annual commitment fee is 0.375% per annum. | |||||||||
Senior Subordinated Notes | |||||||||
The Company has outstanding $101.5 million principal amount of senior subordinated notes, which bear interest at a rate of 10.375%, payable semi-annually on March 15 and September 15, and which mature on March 15, 2016. Each of the Company’s domestic subsidiaries that guarantees the obligations under the Company’s senior secured credit agreement will jointly, severally and unconditionally guarantee the notes on an unsecured senior subordinated basis. The Company does not have any domestic subsidiaries and, accordingly, there are no guarantors. The notes are the Company’s unsecured, senior subordinated obligations, and the guarantees, if any, will be unsecured, senior subordinated obligations of the guarantors. The notes are governed by the terms and conditions of an indenture dated as of March 10, 2006 (the “Indenture”). The notes are subject to redemption at the Company’s option pursuant to the terms and conditions specified in the Indenture, and may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest, upon certain change of control events. | |||||||||
From fiscal year 2009 through fiscal year 2010, the Company repurchased an aggregate of $57 million of principal amount of its original outstanding $200.0 million senior subordinated notes. In fiscal year 2011, the Company repurchased an aggregate of $8.7 million of principal amount of its original outstanding $200 million senior subordinated notes. The repurchases resulted in a net loss of $0.2 million from the extinguishment of debt. In fiscal year 2013, the Company repurchased an aggregate of $32.7 million of principal amount of the senior subordinated notes in two separate privately negotiated transactions. The repurchases resulted in a net loss of $1.0 million from the extinguishment of debt. The Company may, from time to time, continue to repurchase the senior subordinated notes in open market or privately negotiated purchases or otherwise, or redeem the senior subordinated notes pursuant to the terms of the Indenture. | |||||||||
Debt Covenants | |||||||||
The Credit Facility and the Indenture contain various covenants, including, among other things, limitations on additional indebtedness, capital expenditures, restricted payments, the incurrence of liens, transactions with affiliates and sales of assets. In addition, the Credit Facility requires the Company to comply with certain financial covenants, including leverage and interest coverage ratios and capital expenditure limitations. The Company was in compliance with all of the covenants under the Credit Facility as of October 31, 2013. The estimated fair values of the Company’s long-term debt are as follows (in thousands): | |||||||||
Carrying Amount | Fair Value | ||||||||
As of October 31, 2013: | |||||||||
2016 Tranche B Term Loans | $ | 117,399 | $ | 116,519 | |||||
2016 Extended Term Loans | 191,101 | 188,712 | |||||||
Senior Subordinated Notes | 101,542 | 100,527 | |||||||
As of January 31, 2013: | |||||||||
2016 Tranche B Term Loans | $ | 117,399 | $ | 118,432 | |||||
2016 Extended Term Loans | 191,101 | 191,827 | |||||||
Senior Subordinated Notes | 101,542 | 103,959 | |||||||
The term loans and senior subordinated notes are measured at fair value using significant other observable inputs categorized as Level 2 within the fair value hierarchy. These measurements consider inputs such as observable prices for similar instruments, quoted prices in markets that are not active, or other inputs that are observable, either directly or indirectly, including price quotes from independent pricing vendors and broker-dealers and available trade, bid and other market information. |
Restructuring_Acquisition_and_
Restructuring, Acquisition and Other Charges | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||
Restructuring, Acquisition and Other Charges | ' | ||||||||||||||||
5. RESTRUCTURING, ACQUISITION AND OTHER CHARGES | |||||||||||||||||
Restructuring, acquisition and other charges are recorded as a separate line within the condensed consolidated statements of comprehensive income (loss). Restructuring, acquisition and other charges consisted of the following (in thousands): | |||||||||||||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Restructuring | $ | 3,861 | $ | (71 | ) | $ | 12,197 | $ | (71 | ) | |||||||
Acquisition and Other Charges: | |||||||||||||||||
Acquisitions and costs related to issuance of debt | 31 | 30 | 94 | 88 | |||||||||||||
Sponsor and administration fees paid to Silver Lake | — | 281 | 132 | 844 | |||||||||||||
Severance, facility and other charges not part of restructuring and not part of ongoing operations | 58 | 1,025 | 392 | 2,413 | |||||||||||||
Total | $ | 3,950 | $ | 1,265 | $ | 12,815 | $ | 3,274 | |||||||||
In February 2013, the Company initiated a restructuring plan in response to a decline in revenues and to better align its business operations to market opportunities. In June 2013, the Company initiated a more significant restructuring plan to refocus the Company’s strategy on its core mainframe and distributed system products and new release management products, re-organize and enhance the geographical focus of the Company’s sales organization and re-align the cost structure of the Company based on these actions. | |||||||||||||||||
As part of these restructuring plans, the Company reduced its workforce by approximately 8% (55 employees) in the three months ended April 30, 2013 and approximately 24% (120 employees) in the three months ended July 31, 2013. These actions affected all parts of the organization through workforce reductions worldwide and facility closures and reductions in North America, Europe and Asia. The additional restructuring expense in the three months ended October 31, 2013 resulted primarily from the completion of facility reductions. | |||||||||||||||||
The Company realized, and expects to continue to realize, cost savings going forward as a result of these restructurings. In connection with these actions, the Company recorded net restructuring charges of $12.2 million during the nine months ended October 31, 2013 consisting principally of severance, payroll taxes, employee benefits, and facility restructuring charges. Restructuring charges were based on the Company’s restructuring plans that were committed to by management. Any changes in the cost estimates of executing the approved plans are reflected in the Company’s results of operations. Restructuring liabilities are reported within other accrued expenses in the condensed consolidated balance sheets. | |||||||||||||||||
The following table summarizes restructuring charges accrued and paid/written-off as of October 31, 2013 by category (in thousands): | |||||||||||||||||
Severance, payroll | Facilities closures, | Total restructuring | |||||||||||||||
taxes and other | legal and other | charges and accruals | |||||||||||||||
employee benefits | miscellaneous | ||||||||||||||||
Balances as of January 31, 2013 | $ | — | $ | — | $ | — | |||||||||||
Activity during the nine months ended October 31, 2013: | |||||||||||||||||
Accrued | $ | 6,853 | $ | 5,344 | $ | 12,197 | |||||||||||
Paid/written-off | (6,478 | ) | (1,287 | ) | (7,765 | ) | |||||||||||
Balances as of October 31, 2013 | $ | 375 | $ | 4,057 | $ | 4,432 | |||||||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||||||
6. STOCK-BASED COMPENSATION | |||||||||||||||||||||||||
Stock-Based Compensation Plans | |||||||||||||||||||||||||
In March 2006, the Company established the 2006 Stock Incentive Plan (the “2006 Plan”) governing, among other things, the grant of stock options, restricted stock units (“RSUs”), and other forms of share-based incentives to its employees, directors and consultants. In the quarter ended October 31, 2009, the Company completed a tender offer permitting all eligible employees and its independent directors to exchange, on a one-for-one basis, stock options granted under the 2006 Plan for new stock options granted under Serena’s Amended and Restated 2006 Stock Incentive Plan (the “Amended 2006 Plan”) having a lower exercise price and different vesting terms. In addition, as part of the Company’s merger in March 2006, the Company assumed certain stock options that were held by management participants immediately prior to the merger. | |||||||||||||||||||||||||
Stock Option Activities | |||||||||||||||||||||||||
The stock option grants generally vest either over a three-year period (“time-based options”) or based on the achievement of certain performance targets over a three fiscal year period (“performance-based options”). All options granted have a maximum contractual life of ten years from the date of grant. For performance-based options, the actual number of option grants eligible to vest during a fiscal year range from 50% to 150% of the number of options initially granted, and is dependent upon levels of achievement of certain performance targets if baseline performance conditions are met. Based upon current expectations of performance targets achievement, approximately $0.1 million of expense is expected to be recognized over the remaining future vesting periods of approximately 2 to 3 years. | |||||||||||||||||||||||||
The following table sets forth a summary of stock option activity: | |||||||||||||||||||||||||
Options | Number of | Weighted | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Available | Options | Average | Average | Average | Intrinsic | ||||||||||||||||||||
for Grant | Outstanding | Exercise Price | Grant Date | Remaining | Value | ||||||||||||||||||||
(Per share) | Fair Value | Contractual Term | (In thousands) | ||||||||||||||||||||||
(Per share) | (In years) | ||||||||||||||||||||||||
Balances as of January 31, 2013 | 7,612,156 | 7,799,011 | $ | 3.02 | 5.75 | $ | 1,091 | ||||||||||||||||||
Granted | (3,345,000 | ) | 3,345,000 | 2.5 | $ | 0.84 | |||||||||||||||||||
Exercised | (15,340 | ) | 1.25 | $ | 19 | ||||||||||||||||||||
Expired (1) | (122,889 | ) | 1.25 | ||||||||||||||||||||||
Cancelled | 3,484,134 | (3,484,134 | ) | 3.26 | |||||||||||||||||||||
Restricted stock units granted, net of cancellations (2) | (3,939,350 | ) | — | — | |||||||||||||||||||||
Balances as of October 31, 2013 | 3,811,940 | 7,521,648 | $ | 2.7 | 7.43 | $ | 845 | ||||||||||||||||||
As of October 31, 2013: | |||||||||||||||||||||||||
Vested and expected to vest | 7,265,751 | $ | 2.7 | 7.38 | $ | 845 | |||||||||||||||||||
Vested and exercisable | 3,189,580 | $ | 2.61 | 5.61 | $ | 845 | |||||||||||||||||||
-1 | Represents cancelled options which are not returned to the available-for-grant stock option pool. | ||||||||||||||||||||||||
-2 | RSUs are granted from the available-for-grant stock option pool. In the nine months ended October 31, 2013, a total of 4.7 million units were granted with 0.8 million units cancelled and returned to the available-for-grant stock option pool. | ||||||||||||||||||||||||
The pre-tax intrinsic value of options exercised represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of each option. | |||||||||||||||||||||||||
Aggregated intrinsic value represents the difference between the fair value of the Company’s stock on the date of grant and the exercise price multiplied by the number of related options. To assist management in determining the estimated fair value of the Company’s common stock, the Company previously engaged a third-party valuation specialist to perform a valuation on a semi-annual basis as of January 31 and July 31. For purposes of determining the estimated common stock fair value as of July 31, 2013, management performed the valuation based on the approach previously used by its third-party valuation specialist. In estimating the fair value of the Company’s common stock, both the external valuation firm and management employed a two-step approach that first estimated the fair value of the Company as a whole, and then allocated the adjusted value of stockholders’ equity to the Company’s common stock. | |||||||||||||||||||||||||
Restricted Stock Unit Activities | |||||||||||||||||||||||||
Restricted Stock Units (“RSUs”) generally vest on the third anniversary of the date of grant. | |||||||||||||||||||||||||
The following table sets forth a summary of RSU activity: | |||||||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||||||||||
Fair Value | Contractual Term | (In thousands) | |||||||||||||||||||||||
(In Years) | |||||||||||||||||||||||||
Balances as of January 31, 2013 | 445,000 | $ | 3.42 | 1.71 | $ | 1,113 | |||||||||||||||||||
Granted | 4,728,100 | 2.45 | |||||||||||||||||||||||
Cancelled | (788,750 | ) | 2.75 | ||||||||||||||||||||||
Vested | (150,000 | ) | 2.85 | ||||||||||||||||||||||
Balances as of October 31, 2013 | 4,234,350 | $ | 2.48 | 2.53 | $ | 10,162 | |||||||||||||||||||
As of October 31, 2013: | |||||||||||||||||||||||||
Vested and expected-to-vest RSUs | 3,719,605 | 2.53 | $ | 8,927 | |||||||||||||||||||||
Stock-Based Compensation Expense | |||||||||||||||||||||||||
The Company determines the fair value of its stock options utilizing the Black-Scholes option pricing model, which incorporates various assumptions including volatility, risk-free interest rate, expected term, and dividend yield. The Company determines the fair value of its RSUs based upon the fair value of the shares of its common stock at the date of grant. | |||||||||||||||||||||||||
The Company utilizes the graded-vesting attribution method for recognizing stock-based compensation expense. Compensation expense is only recorded for those awards that are expected to vest. Compensation expense for awards with performance-based vesting is recognized only for awards that are deemed probable of achieving the performance condition over the performance-based vesting period. | |||||||||||||||||||||||||
As of October 31, 2013, total unrecognized compensation costs related to unvested stock options and RSUs were $1.8 million and $8.8 million, respectively. Costs related to unvested stock options are expected to be recognized over a period ranging from approximately 2 to 3 years and costs related to the RSUs are expected to be recognized over a period of 3 years from the grant date. Stock-based compensation expense for the three and nine months ended October 31, 2013 and 2012 is categorized as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Cost of revenue—maintenance | $ | 43 | $ | 13 | $ | 92 | $ | 43 | |||||||||||||||||
Cost of revenue—professional services | 18 | 20 | 1 | 27 | |||||||||||||||||||||
Sales and marketing | 273 | (55 | ) | 568 | 157 | ||||||||||||||||||||
Research and development | 236 | 66 | 552 | 190 | |||||||||||||||||||||
General and administrative | 962 | 335 | 1,664 | 971 | |||||||||||||||||||||
Total stock-based compensation expense | 1,532 | 379 | 2,877 | 1,388 | |||||||||||||||||||||
Income tax benefit | (583 | ) | (147 | ) | (1,096 | ) | (539 | ) | |||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 949 | $ | 232 | $ | 1,781 | $ | 849 | |||||||||||||||||
Segment
Segment | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment | ' | ||||||||||||||||
7. SEGMENT | |||||||||||||||||
The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis accompanied by disaggregated information about revenues by product type and information about geographic regions for purposes of making operating decisions and assessing financial performance. The entity level financial information is identical to the information presented in the accompanying consolidated statements of comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment: enterprise change management software. | |||||||||||||||||
The Company attributes revenues to geographic region generally based on the country to which the products are shipped. The following table shows net revenues by geographic region (in thousands): | |||||||||||||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
North America: | |||||||||||||||||
Software licenses | $ | 4,238 | $ | 9,024 | $ | 12,251 | $ | 20,746 | |||||||||
Maintenance and professional services | 25,732 | 26,582 | 75,954 | 81,057 | |||||||||||||
29,970 | 35,606 | 88,205 | 101,803 | ||||||||||||||
Europe, Asia and South America: | |||||||||||||||||
Software licenses | 3,584 | 4,395 | 8,674 | 12,192 | |||||||||||||
Maintenance and professional services | 12,557 | 13,163 | 38,098 | 39,536 | |||||||||||||
16,141 | 17,558 | 46,772 | 51,728 | ||||||||||||||
Total | $ | 46,111 | $ | 53,164 | $ | 134,977 | $ | 153,531 | |||||||||
No customer accounted for 10% or more of consolidated revenues for the three and nine months ended October 31, 2013 and 2012, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
8. INCOME TAXES | |
Income tax expense was $2.4 million in the three months ended October 31, 2013 and income tax benefit was $7.6 million in the nine months ended October 31, 2013, as compared to an income tax benefit of $2.1 million and $3.0 million in the three and nine months ended October 31, 2012, respectively. The Company’s effective income tax rate for the three and nine months ended October 31, 2013 differs from the federal statutory rate of 35% primarily due to the impacts of permanently reinvested foreign earnings, the domestic production deduction, research and development credits, and state taxes. During periods where the Company experiences pre-tax losses, these items will generally increase the effective income tax rate above the statutory rate, whereas during periods where the Company experiences pre-tax profits, they will reduce the effective income tax rate below the statutory rate. The income tax expense in the three months ended October 31, 2013 is primarily due to the effect of changes in foreign earnings that are subject to lower tax rates, which reduced the overall effective tax rate. | |
At January 31, 2013, the Company had total federal, state and foreign unrecognized tax benefits of $3.5 million, including interest of $0.8 million. During the three and nine months ended October 31, 2013, there were no material changes to the total unrecognized tax benefit, and the Company accrued immaterial amounts in interest. | |
The Company files tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. The statute of limitations on the Company’s federal tax return filings remains open for the years ended January 31, 2010 through January 31, 2013. The statute of limitations on the Company’s major state tax return filings remains open for the years ended January 31, 2009 through January 31, 2013. The statute of limitations on the Company’s U.K. income tax filings remains open for the years ended January 31, 1999 through January 31, 2013. Over the next twelve months, the Company expects a decrease of $0.1 million in its unrecognized tax benefits primarily as a result of expiring statutes of limitation. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||
9. COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||||||||
Commitments | |||||||||||||||||||||||||||||
The following table summarizes the Company’s future principal contractual obligations as of October 31, 2013 (in thousands): | |||||||||||||||||||||||||||||
Payments Due by Period (1) | |||||||||||||||||||||||||||||
Remainder of | Fiscal year ended January 31, | ||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||
Operating leases | $ | 12,987 | $ | 901 | $ | 3,001 | $ | 2,317 | $ | 2,201 | $ | 2,005 | $ | 2,562 | |||||||||||||||
Credit Facility: | |||||||||||||||||||||||||||||
2016 Tranche B Term Loans: due March 10, 2016 | 117,399 | — | — | 117,399 | (3) | — | — | ||||||||||||||||||||||
2016 Extended Term Loans: due March 10, 2016 | 191,101 | — | — | 191,101 | (3) | — | — | ||||||||||||||||||||||
Senior Subordinated Notes: due March 15, 2016 | 101,542 | — | — | 101,542 | — | — | |||||||||||||||||||||||
Interest payments on long-term debt (2) | 59,133 | 6,117 | 24,469 | 24,469 | 4,078 | — | — | ||||||||||||||||||||||
$ | 482,162 | $ | 7,018 | $ | 27,470 | $ | 26,786 | $ | 416,321 | $ | 2,005 | $ | 2,562 | ||||||||||||||||
-1 | This table excludes the Company’s unrecognized tax benefits totaling $3.3 million as of October 31, 2013, since the Company has determined that the timing of payments with respect to these liabilities cannot be reasonably estimated. | ||||||||||||||||||||||||||||
-2 | Scheduled interest payments are calculated through the instrument’s due date and assume no principal pay-downs, borrowings or early repayments triggered by the occurrence of certain events. Scheduled interest payments on debt include the 2016 extended term loans due March 10, 2016, at an assumed annual rate of 4.18%, which is the rate in effect as of October 31, 2013, the 2016 Tranche B Term Loans due March 10, 2016, at an assumed annual rate of 5.00%, which is the rate in effect as of October 31, 2013, the commitment fee on the unutilized amount of the 2015 extended revolving credit facility due March 10, 2015, at an assumed annual rate of 0.375%, which is the rate in effect as of October 31, 2013, and the ten year senior subordinated notes due March 15, 2016, at the stated annual rate of 10.375%. | ||||||||||||||||||||||||||||
-3 | Subject to a springing maturity that is the 180th day prior to March 10, 2016 if the Senior Subordinated Notes remain outstanding as of such springing maturity date. | ||||||||||||||||||||||||||||
Office Facility Leases | |||||||||||||||||||||||||||||
The Company leases its office facilities under operating lease agreements that expire from 2013 to 2022. The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period. | |||||||||||||||||||||||||||||
Long-Term Debt | |||||||||||||||||||||||||||||
As of October 31, 2013, the Company had total outstanding debt of $410.0 million. All of this debt matures in March 2016; subject, in the case of the Credit Facility, to the springing maturity date described above. Details of long-term debt are disclosed in Note 4 herein. | |||||||||||||||||||||||||||||
Customer Indemnification | |||||||||||||||||||||||||||||
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of agreements with such parties, services to be provided by the Company or from intellectual property infringement claims made by third parties. | |||||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||||
The Company is involved in various legal proceedings that have arisen during the ordinary course of its business. The reasonably possible or probable range of loss from the final resolution of these matters, individually or in the aggregate, is not expected to be material. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Oct. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The unaudited condensed consolidated financial statements of Serena Software, Inc. (“Serena” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of January 31, 2013, is derived from the audited consolidated financial statements for the year ended January 31, 2013. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended October 31, 2013, are not necessarily indicative of the results that may be expected for the year ending January 31, 2014, or any future period. The information included in this Quarterly Report on Form 10-Q (“Report”) should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2013. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operations may be affected. | |
Significant Accounting Policies | ' |
Significant Accounting Policies | |
There have been no material changes to the Company’s significant accounting policies as compared to the accounting policies described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended January 31, 2013. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Topic 740 – Income Taxes, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists(a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”), to provide explicit guidance on the presentation of an unrecognized tax benefit on the financial statements when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 for non-public entities. The Company intends to adopt this standard prospectively in the first quarter of fiscal year 2016. The adoption is not expected to have an impact on the Company’s consolidated results of operations but may impact the presentation of certain tax items. | |
In February 2013, the FASB issued ASU No. 2013-02, Topic 350 – Comprehensive Income (“ASU 2013-02”), which amends Topic 220 to improve the reporting of classifications out of accumulated other comprehensive income to the respective line items in net income. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012. The Company adopted this standard in the first quarter of fiscal year 2014. The adoption did not impact the Company’s consolidated results of operations or financial position as the Company does not currently have any significant reclassifications out of accumulated other comprehensive income (loss). | |
Goodwill | ' |
Goodwill | |
Goodwill is not amortized, but instead tested for impairment annually during the fourth quarter. Goodwill may also be tested for impairment between annual tests in the presence of impairment indicators. | |
Intangible Assets | ' |
The Company tests its long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. A long-lived asset is not recoverable, and therefore subject to impairment charge, if its carrying amount exceeds the undiscounted cash flows associated with it. | |
Segment | ' |
The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis accompanied by disaggregated information about revenues by product type and information about geographic regions for purposes of making operating decisions and assessing financial performance. The entity level financial information is identical to the information presented in the accompanying consolidated statements of comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment: enterprise change management software. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table represents the Company’s financial instruments measured at fair value on a recurring basis (in thousands): | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||
Active Markets | Observable Inputs | Unobservable | |||||||||||||||
for Identical Assets | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
October 31, 2013: | |||||||||||||||||
Money market funds (1) | $ | 85,832 | $ | — | $ | — | $ | 85,832 | |||||||||
January 31, 2013: | |||||||||||||||||
Money market funds (1) | $ | 68,971 | $ | — | $ | — | $ | 68,971 | |||||||||
-1 | Included in cash and cash equivalents on the condensed consolidated balance sheets |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Summary of Intangible Assets | ' | ||||||||||||
The Company’s intangible assets were as follows (in thousands): | |||||||||||||
October 31, 2013 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Amortizing intangible assets: | |||||||||||||
Technology, licenses and patents | $ | 184,213 | $ | (180,493 | ) | $ | 3,720 | ||||||
Customer relationships | 278,900 | (266,556 | ) | 12,344 | |||||||||
Trademarks | 14,300 | (13,665 | ) | 635 | |||||||||
Internal-use software | 6,664 | (6,372 | ) | 292 | |||||||||
Total | $ | 484,077 | $ | (467,086 | ) | $ | 16,991 | ||||||
January 31, 2013 | |||||||||||||
Gross | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
Amortizing intangible assets: | |||||||||||||
Technology, licenses and patents | $ | 184,213 | $ | (179,159 | ) | $ | 5,054 | ||||||
Customer relationships | 278,900 | (240,663 | ) | 38,237 | |||||||||
Trademarks | 14,300 | (12,334 | ) | 1,966 | |||||||||
Internal-use software | 6,711 | (6,307 | ) | 404 | |||||||||
Total | $ | 484,124 | $ | (438,463 | ) | $ | 45,661 | ||||||
Estimated Future Amortization Expense of Purchased Intangible Assets | ' | ||||||||||||
As of October 31, 2013, the estimated future amortization expense of the Company’s intangible assets is as follows (in thousands): | |||||||||||||
For remaining three months of year ending January 31, 2014 | $ | 9,594 | |||||||||||
For year ending January 31, 2015 | 5,926 | ||||||||||||
For year ending January 31, 2016 | 1,459 | ||||||||||||
For year ending January 31, 2017 | 12 | ||||||||||||
Total | $ | 16,991 | |||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Debt and its Components | ' | ||||||||
The following table summarized the Company’s long-term debt (in thousands, except percentages): | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
2016 Tranche B term loans: due March 10, 2016, three-month LIBOR plus 4.00% with a 1.00% LIBOR floor | $ | 117,399 | $ | 117,399 | |||||
2016 Extended term loans: due March 10, 2016, three-month LIBOR plus 4.00% | 191,101 | 191,101 | |||||||
Senior Subordinated Notes: due March 15, 2016, 10.375% | 101,542 | 101,542 | |||||||
Total long-term debt | $ | 410,042 | $ | 410,042 | |||||
Estimated Fair Values of Long-Term Debt Obligations | ' | ||||||||
The estimated fair values of the Company’s long-term debt are as follows (in thousands): | |||||||||
Carrying Amount | Fair Value | ||||||||
As of October 31, 2013: | |||||||||
2016 Tranche B Term Loans | $ | 117,399 | $ | 116,519 | |||||
2016 Extended Term Loans | 191,101 | 188,712 | |||||||
Senior Subordinated Notes | 101,542 | 100,527 | |||||||
As of January 31, 2013: | |||||||||
2016 Tranche B Term Loans | $ | 117,399 | $ | 118,432 | |||||
2016 Extended Term Loans | 191,101 | 191,827 | |||||||
Senior Subordinated Notes | 101,542 | 103,959 |
Restructuring_Acquisition_and_1
Restructuring, Acquisition and Other Charges (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||
Summary of Restructuring, Acquisition and Other Charges | ' | ||||||||||||||||
Restructuring, acquisition and other charges consisted of the following (in thousands): | |||||||||||||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Restructuring | $ | 3,861 | $ | (71 | ) | $ | 12,197 | $ | (71 | ) | |||||||
Acquisition and Other Charges: | |||||||||||||||||
Acquisitions and costs related to issuance of debt | 31 | 30 | 94 | 88 | |||||||||||||
Sponsor and administration fees paid to Silver Lake | — | 281 | 132 | 844 | |||||||||||||
Severance, facility and other charges not part of restructuring and not part of ongoing operations | 58 | 1,025 | 392 | 2,413 | |||||||||||||
Total | $ | 3,950 | $ | 1,265 | $ | 12,815 | $ | 3,274 | |||||||||
Summary of Restructuring Charges Accrued and Paid/Written-Off | ' | ||||||||||||||||
The following table summarizes restructuring charges accrued and paid/written-off as of October 31, 2013 by category (in thousands): | |||||||||||||||||
Severance, payroll | Facilities closures, | Total restructuring | |||||||||||||||
taxes and other | legal and other | charges and accruals | |||||||||||||||
employee benefits | miscellaneous | ||||||||||||||||
Balances as of January 31, 2013 | $ | — | $ | — | $ | — | |||||||||||
Activity during the nine months ended October 31, 2013: | |||||||||||||||||
Accrued | $ | 6,853 | $ | 5,344 | $ | 12,197 | |||||||||||
Paid/written-off | (6,478 | ) | (1,287 | ) | (7,765 | ) | |||||||||||
Balances as of October 31, 2013 | $ | 375 | $ | 4,057 | $ | 4,432 | |||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||||||||||
The following table sets forth a summary of stock option activity: | |||||||||||||||||||||||||
Options | Number of | Weighted | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Available | Options | Average | Average | Average | Intrinsic | ||||||||||||||||||||
for Grant | Outstanding | Exercise Price | Grant Date | Remaining | Value | ||||||||||||||||||||
(Per share) | Fair Value | Contractual Term | (In thousands) | ||||||||||||||||||||||
(Per share) | (In years) | ||||||||||||||||||||||||
Balances as of January 31, 2013 | 7,612,156 | 7,799,011 | $ | 3.02 | 5.75 | $ | 1,091 | ||||||||||||||||||
Granted | (3,345,000 | ) | 3,345,000 | 2.5 | $ | 0.84 | |||||||||||||||||||
Exercised | (15,340 | ) | 1.25 | $ | 19 | ||||||||||||||||||||
Expired (1) | (122,889 | ) | 1.25 | ||||||||||||||||||||||
Cancelled | 3,484,134 | (3,484,134 | ) | 3.26 | |||||||||||||||||||||
Restricted stock units granted, net of cancellations (2) | (3,939,350 | ) | — | — | |||||||||||||||||||||
Balances as of October 31, 2013 | 3,811,940 | 7,521,648 | $ | 2.7 | 7.43 | $ | 845 | ||||||||||||||||||
As of October 31, 2013: | |||||||||||||||||||||||||
Vested and expected to vest | 7,265,751 | $ | 2.7 | 7.38 | $ | 845 | |||||||||||||||||||
Vested and exercisable | 3,189,580 | $ | 2.61 | 5.61 | $ | 845 | |||||||||||||||||||
-1 | Represents cancelled options which are not returned to the available-for-grant stock option pool. | ||||||||||||||||||||||||
-2 | RSUs are granted from the available-for-grant stock option pool. In the nine months ended October 31, 2013, a total of 4.7 million units were granted with 0.8 million units cancelled and returned to the available-for-grant stock option pool. | ||||||||||||||||||||||||
Summary of Restricted Stock Units Activity | ' | ||||||||||||||||||||||||
The following table sets forth a summary of RSU activity: | |||||||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||||||||||
Fair Value | Contractual Term | (In thousands) | |||||||||||||||||||||||
(In Years) | |||||||||||||||||||||||||
Balances as of January 31, 2013 | 445,000 | $ | 3.42 | 1.71 | $ | 1,113 | |||||||||||||||||||
Granted | 4,728,100 | 2.45 | |||||||||||||||||||||||
Cancelled | (788,750 | ) | 2.75 | ||||||||||||||||||||||
Vested | (150,000 | ) | 2.85 | ||||||||||||||||||||||
Balances as of October 31, 2013 | 4,234,350 | $ | 2.48 | 2.53 | $ | 10,162 | |||||||||||||||||||
As of October 31, 2013: | |||||||||||||||||||||||||
Vested and expected-to-vest RSUs | 3,719,605 | 2.53 | $ | 8,927 | |||||||||||||||||||||
Schedule of Stock-Based Compensation Expense | ' | ||||||||||||||||||||||||
Stock-based compensation expense for the three and nine months ended October 31, 2013 and 2012 is categorized as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Cost of revenue—maintenance | $ | 43 | $ | 13 | $ | 92 | $ | 43 | |||||||||||||||||
Cost of revenue—professional services | 18 | 20 | 1 | 27 | |||||||||||||||||||||
Sales and marketing | 273 | (55 | ) | 568 | 157 | ||||||||||||||||||||
Research and development | 236 | 66 | 552 | 190 | |||||||||||||||||||||
General and administrative | 962 | 335 | 1,664 | 971 | |||||||||||||||||||||
Total stock-based compensation expense | 1,532 | 379 | 2,877 | 1,388 | |||||||||||||||||||||
Income tax benefit | (583 | ) | (147 | ) | (1,096 | ) | (539 | ) | |||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 949 | $ | 232 | $ | 1,781 | $ | 849 | |||||||||||||||||
Segment_Tables
Segment (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Summary of Net Revenues by Geographic Region | ' | ||||||||||||||||
The following table shows net revenues by geographic region (in thousands): | |||||||||||||||||
Three Months Ended October 31, | Nine Months Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
North America: | |||||||||||||||||
Software licenses | $ | 4,238 | $ | 9,024 | $ | 12,251 | $ | 20,746 | |||||||||
Maintenance and professional services | 25,732 | 26,582 | 75,954 | 81,057 | |||||||||||||
29,970 | 35,606 | 88,205 | 101,803 | ||||||||||||||
Europe, Asia and South America: | |||||||||||||||||
Software licenses | 3,584 | 4,395 | 8,674 | 12,192 | |||||||||||||
Maintenance and professional services | 12,557 | 13,163 | 38,098 | 39,536 | |||||||||||||
16,141 | 17,558 | 46,772 | 51,728 | ||||||||||||||
Total | $ | 46,111 | $ | 53,164 | $ | 134,977 | $ | 153,531 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Company's Future Principal Contractual Obligations | ' | ||||||||||||||||||||||||||||
The following table summarizes the Company’s future principal contractual obligations as of October 31, 2013 (in thousands): | |||||||||||||||||||||||||||||
Payments Due by Period (1) | |||||||||||||||||||||||||||||
Remainder of | Fiscal year ended January 31, | ||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||
Operating leases | $ | 12,987 | $ | 901 | $ | 3,001 | $ | 2,317 | $ | 2,201 | $ | 2,005 | $ | 2,562 | |||||||||||||||
Credit Facility: | |||||||||||||||||||||||||||||
2016 Tranche B Term Loans: due March 10, 2016 | 117,399 | — | — | 117,399 | (3) | — | — | ||||||||||||||||||||||
2016 Extended Term Loans: due March 10, 2016 | 191,101 | — | — | 191,101 | (3) | — | — | ||||||||||||||||||||||
Senior Subordinated Notes: due March 15, 2016 | 101,542 | — | — | 101,542 | — | — | |||||||||||||||||||||||
Interest payments on long-term debt (2) | 59,133 | 6,117 | 24,469 | 24,469 | 4,078 | — | — | ||||||||||||||||||||||
$ | 482,162 | $ | 7,018 | $ | 27,470 | $ | 26,786 | $ | 416,321 | $ | 2,005 | $ | 2,562 | ||||||||||||||||
-1 | This table excludes the Company’s unrecognized tax benefits totaling $3.3 million as of October 31, 2013, since the Company has determined that the timing of payments with respect to these liabilities cannot be reasonably estimated. | ||||||||||||||||||||||||||||
-2 | Scheduled interest payments are calculated through the instrument’s due date and assume no principal pay-downs, borrowings or early repayments triggered by the occurrence of certain events. Scheduled interest payments on debt include the 2016 extended term loans due March 10, 2016, at an assumed annual rate of 4.18%, which is the rate in effect as of October 31, 2013, the 2016 Tranche B Term Loans due March 10, 2016, at an assumed annual rate of 5.00%, which is the rate in effect as of October 31, 2013, the commitment fee on the unutilized amount of the 2015 extended revolving credit facility due March 10, 2015, at an assumed annual rate of 0.375%, which is the rate in effect as of October 31, 2013, and the ten year senior subordinated notes due March 15, 2016, at the stated annual rate of 10.375%. | ||||||||||||||||||||||||||||
-3 | Subject to a springing maturity that is the 180th day prior to March 10, 2016 if the Senior Subordinated Notes remain outstanding as of such springing maturity date. |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value Instruments Measured on Recurring Basis [Member], USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | $85,832 | $68,971 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | 85,832 | 68,971 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Money market funds | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Changes in the carrying amount of goodwill | $0 | ' | $0 | ' |
Goodwill, impairment loss | 0 | 0 | 0 | 0 |
Impairment charges | $0 | $0 | $0 | $0 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | $484,077 | $484,124 |
Accumulated Amortization | -467,086 | -438,463 |
Net | 16,991 | 45,661 |
Technology, Licenses and Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 184,213 | 184,213 |
Accumulated Amortization | -180,493 | -179,159 |
Net | 3,720 | 5,054 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 278,900 | 278,900 |
Accumulated Amortization | -266,556 | -240,663 |
Net | 12,344 | 38,237 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 14,300 | 14,300 |
Accumulated Amortization | -13,665 | -12,334 |
Net | 635 | 1,966 |
Internal-use Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 6,664 | 6,711 |
Accumulated Amortization | -6,372 | -6,307 |
Net | $292 | $404 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) (USD $) | Oct. 31, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
For remaining three months of year ending January 31, 2014 | $9,594 |
For year ending January 31, 2015 | 5,926 |
For year ending January 31, 2016 | 1,459 |
For year ending January 31, 2017 | 12 |
Total | $16,991 |
Debt_Summary_of_Debt_and_its_C
Debt - Summary of Debt and its Components (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | $410,042 | $410,042 |
2016 Tranche B Term Loans [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | 117,399 | 117,399 |
2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | 191,101 | 191,101 |
Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | $101,542 | $101,542 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||
In Millions, unless otherwise specified | Feb. 28, 2011 | Oct. 31, 2013 | Apr. 12, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2013 | Mar. 02, 2011 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Apr. 12, 2012 | Mar. 02, 2011 | Oct. 31, 2013 | Oct. 31, 2013 | Apr. 12, 2012 | Oct. 31, 2013 | Mar. 02, 2011 |
Term Loans [Member] | Revolving Credit [Member] | Non-Extended 2012 Revolving Credit Commitments [Member] | Non-Extended 2012 Revolving Credit Commitments [Member] | Extended Revolving Credit Commitments [Member] | Extended Revolving Credit Commitments [Member] | Senior Secured Credit Agreement [Member] | Senior Secured Credit Agreement [Member] | 2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | 2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | 2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | 2016 Tranche B Term Loans [Member] | 2016 Tranche B Term Loans [Member] | 2016 Tranche B Term Loans [Member] | Non Extended Term Loans [Member] | Non Extended Term Loans [Member] | ||||
Amendment One [Member] | Amendment One [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | $400 | $75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of term Loan | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amortization description | ' | 'Amortizing at a rate of 1.00% per year on a quarterly basis for the first six and three-quarters years with the balance paid at maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of revolving credit facility | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan amortization rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing credit facility | ' | ' | ' | ' | 150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | ' | ' | ' | 55 | ' | 20 | ' | ' | ' | 117.4 | 191.1 | ' | ' | ' | ' | 124.9 |
Term Loan maturity date | ' | ' | ' | ' | ' | ' | 10-Mar-12 | ' | ' | ' | ' | 10-Mar-16 | ' | ' | ' | ' | ' | 10-Mar-13 | ' |
Debt instrument, maturity date | ' | 10-Mar-16 | ' | ' | ' | ' | ' | 10-Mar-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan expiration prior to number of days | ' | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount repaid | ' | ' | 84.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'London Interbank Offered Rate, or LIBOR, based loans of 4.0% | ' | ' | ' |
Debt instrument annual rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.18% | ' | ' | ' | ' | 4.00% | ' | ' |
Leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.0425 | ' | ' | ' | ' |
Increase in basis points | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' |
LIBOR floor rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' |
Issue discount percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' |
Cancellation of the non-extended 2012 revolving credit commitment | ' | ' | ' | ' | ' | $55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fees payable, percentage | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Additional_Information_1_
Debt - Additional Information 1 (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2011 | Jan. 31, 2010 |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument, maturity date | 10-Mar-16 | ' | ' |
Senior Subordinated Notes, face value | ' | $200 | $200 |
Number of negotiation transactions | 2 | ' | ' |
Senior Subordinated Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Amount outstanding | 101.5 | ' | ' |
Debt instrument annual rate | 10.38% | ' | ' |
Term Loan, maturity date | 15-Mar-16 | ' | ' |
Debt instrument, maturity date | 15-Mar-16 | ' | ' |
Debt instrument, interest payment terms | 'Payable semi-annually on March 15 and September 15 | ' | ' |
Redemption rate at option of holders | 101.00% | ' | ' |
Repurchased amount | 32.7 | 8.7 | 57 |
Net loss from the extinguishment of debt | $1 | $0.20 | ' |
Debt_Estimated_Fair_Values_of_
Debt - Estimated Fair Values of Long-Term Debt Obligations (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value [Member] | 2016 Tranche B Term Loans [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Loans Payable, Fair Value Disclosure | $116,519 | $118,432 |
Fair Value [Member] | 2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Loans Payable, Fair Value Disclosure | 188,712 | 191,827 |
Fair Value [Member] | Senior Subordinated Notes [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes Payable, Fair Value Disclosure | 100,527 | 103,959 |
Carrying Amount [Member] | 2016 Tranche B Term Loans [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Loans Payable, Carrying Amount Disclosure | 117,399 | 117,399 |
Carrying Amount [Member] | 2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Loans Payable, Carrying Amount Disclosure | 191,101 | 191,101 |
Carrying Amount [Member] | Senior Subordinated Notes [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Notes Payable, Carrying Amount Disclosure | $101,542 | $101,542 |
Restructuring_Acquisition_and_2
Restructuring, Acquisition and Other Charges - Summary of Restructuring, Acquisition and Other Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Restructuring | $3,861 | ($71) | $12,197 | ($71) |
Acquisition and Other Charges: | ' | ' | ' | ' |
Acquisitions and costs related to issuance of debt | 31 | 30 | 94 | 88 |
Sponsor and administration fees paid to Silver Lake | ' | 281 | 132 | 844 |
Severance, facility and other charges not part of restructuring and not part of ongoing operations | 58 | 1,025 | 392 | 2,413 |
Total | $3,950 | $1,265 | $12,815 | $3,274 |
Restructuring_Acquisition_and_3
Restructuring, Acquisition and Other Charges - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Oct. 31, 2013 | Apr. 30, 2013 | Jul. 31, 2013 |
February Restructuring Plan [Member] | June Restructuring Plan [Member] | ||
Employee | Employee | ||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Reduction in workforce as part of restructuring plans | ' | 8.00% | 24.00% |
Expected number of employees reduced under restructuring plans | ' | 55 | 120 |
Restructuring Charge | $12.20 | ' | ' |
Restructuring_Acquisition_and_4
Restructuring, Acquisition and Other Charges - Summary of Restructuring Charges Accrued and Paid/Written-Off (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Oct. 31, 2013 |
Restructuring Cost and Reserve [Line Items] | ' |
Balances as of January 31, 2013 | ' |
Activity during the nine months ended October 31, 2013: | ' |
Accrued | 12,197 |
Paid/written-off | -7,765 |
Balances as of October 31, 2013 | 4,432 |
Severance, Payroll Taxes and Other Employee Benefits [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Balances as of January 31, 2013 | ' |
Activity during the nine months ended October 31, 2013: | ' |
Accrued | 6,853 |
Paid/written-off | -6,478 |
Balances as of October 31, 2013 | 375 |
Facilities Closures, Legal and Other Miscellaneous [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Balances as of January 31, 2013 | ' |
Activity during the nine months ended October 31, 2013: | ' |
Accrued | 5,344 |
Paid/written-off | -1,287 |
Balances as of October 31, 2013 | $4,057 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
In Millions, unless otherwise specified | Oct. 31, 2009 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 |
Time Based Options [Member] | Performance Shares [Member] | 2006 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||
Performance Based Options [Member] | Restricted Stock Units (RSUs) [Member] | Performance Based Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offer for eligible employees and independent directors to exchange ratio under Stock Incentive Plan | 'One-for-one basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awards vesting period | ' | ' | '3 years | '3 years | ' | ' | ' | ' | ' | ' | ' |
Expiration of granted option | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' |
Performance target for achievement | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 150.00% |
Stock expense expected to be recognized over the remaining future vesting period | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation costs recognition period | ' | ' | ' | ' | ' | ' | '2 years | '2 years | '3 years | '3 years | '3 years |
Unrecognized compensation costs | ' | $1.80 | ' | ' | ' | $8.80 | ' | ' | ' | ' | ' |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Options Available for Grant, Beginning balance | 7,612,156 | ' |
Option Available for Grant, Granted | -3,345,000 | ' |
Option Available for Grant, Cancelled | 3,484,134 | ' |
Restricted stock units granted, net of cancellations, Options Available for Grant | -3,939,350 | ' |
Options Available for Grant, Ending balance | 3,811,940 | 7,612,156 |
Number of Options Outstanding, Beginning balance | 7,799,011 | ' |
Number of Options Outstanding, Granted | 3,345,000 | ' |
Number of Options Outstanding, Exercised | -15,340 | ' |
Number of Options Outstanding, Expired | -122,889 | ' |
Number of Options Outstanding, Cancelled | -3,484,134 | ' |
Number of Options Outstanding, Ending balance | 7,521,648 | 7,799,011 |
Number of Options Outstanding, Vested and expected to vest | 7,265,751 | ' |
Number of Options Outstanding, Vested and exercisable | 3,189,580 | ' |
Weighted Average Exercise Price, Beginning balance | $3.02 | ' |
Weighted Average Exercise Price, Granted | $2.50 | ' |
Weighted Average Exercise Price, Exercised | $1.25 | ' |
Weighted Average Exercise Price, Expired | $1.25 | ' |
Weighted Average Exercise Price, Cancelled | $3.26 | ' |
Weighted Average Exercise Price, Ending balance | $2.70 | $3.02 |
Weighted Average Exercise Price, Vested and expected to vest | $2.70 | ' |
Weighted Average Exercise Price, Vested and exercisable | $2.61 | ' |
Weighted Average Grant Date Fair Value, Granted | $0.84 | ' |
Weighted Average Remaining Contractual Term | '7 years 5 months 5 days | '5 years 9 months |
Vested and expected to vest, Weighted Average Remaining Contractual Term | '7 years 4 months 17 days | ' |
Vested and exercisable, Weighted Average Remaining Contractual Term | '5 years 7 months 10 days | ' |
Aggregate Intrinsic Value, Beginning balance | $1,091 | ' |
Aggregate Intrinsic Value, Exercised | 19 | ' |
Aggregate Intrinsic Value, Ending balance | 845 | 1,091 |
Vested and expected to vest, Aggregate Intrinsic Value | 845 | ' |
Vested and exercisable, Aggregate Intrinsic Value | $845 | ' |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Stock Option Activity (Parenthetical) (Detail) (Restricted Stock Units (RSUs) [Member]) | 9 Months Ended |
Oct. 31, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Restricted Stock Units Granted | 4,728,100 |
Cancelled, shares | 788,750 |
StockBased_Compensation_Summar2
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Vested and expected-to-vest RSUs, Weighted Average Remaining Contractual Term | '5 years 7 months 10 days | ' |
Vested and expected-to-vest RSUs, Aggregate Intrinsic Value | $845 | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Beginning balance, Shares | 445,000 | ' |
Granted, Shares | 4,728,100 | ' |
Cancelled, Shares | -788,750 | ' |
Vested, Shares | -150,000 | ' |
Ending balance, Shares | 4,234,350 | 445,000 |
Vested and expected-to-vest RSUs | 3,719,605 | ' |
Beginning balance, Weighted Average Grant Date Fair Value | $3.42 | ' |
Granted, Weighted Average Grant Date Fair Value | $2.45 | ' |
Cancelled, Weighted Average Grant Date Fair Value | $2.75 | ' |
Vested, Weighted Average Grant Date Fair Value | $2.85 | ' |
Ending balance, Weighted Average Grant Date Fair Value | $2.48 | $3.42 |
Weighted Average Remaining Contractual Term | '2 years 6 months 11 days | '1 year 8 months 16 days |
Vested and expected-to-vest RSUs, Weighted Average Remaining Contractual Term | '2 years 6 months 11 days | ' |
Aggregate Intrinsic Value, Beginning balance | 1,113 | ' |
Aggregate Intrinsic Value, Ending balance | 10,162 | 1,113 |
Vested and expected-to-vest RSUs, Aggregate Intrinsic Value | $8,927 | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $1,532 | $379 | $2,877 | $1,388 |
Income tax benefit | -583 | -147 | -1,096 | -539 |
Total stock-based compensation expense, net of tax | 949 | 232 | 1,781 | 849 |
Cost of Revenue - Maintenance [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 43 | 13 | 92 | 43 |
Cost of Revenue - Professional Services [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 18 | 20 | 1 | 27 |
Selling and Marketing [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 273 | -55 | 568 | 157 |
Research and Development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 236 | 66 | 552 | 190 |
General and Administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $962 | $335 | $1,664 | $971 |
Segment_Additional_Information
Segment - Additional Information (Detail) | 9 Months Ended |
Oct. 31, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Segment_Summary_of_Net_Revenue
Segment - Summary of Net Revenues by Geographic Region (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Software licenses | $7,822 | $13,419 | $20,925 | $32,938 |
Total revenue | 46,111 | 53,164 | 134,977 | 153,531 |
Reportable Geographical Components [Member] | North America [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Software licenses | 4,238 | 9,024 | 12,251 | 20,746 |
Maintenance and professional services | 25,732 | 26,582 | 75,954 | 81,057 |
Total revenue | 29,970 | 35,606 | 88,205 | 101,803 |
Reportable Geographical Components [Member] | Europe, Asia and South America [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Software licenses | 3,584 | 4,395 | 8,674 | 12,192 |
Maintenance and professional services | 12,557 | 13,163 | 38,098 | 39,536 |
Total revenue | $16,141 | $17,558 | $46,772 | $51,728 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income tax (benefit) provision | $2,421,000 | ($2,127,000) | ($7,610,000) | ($2,973,000) | ' |
Federal statutory rate | 35.00% | ' | 35.00% | ' | ' |
Unrecognized tax benefits | 3,300,000 | ' | 3,300,000 | ' | 3,500,000 |
Unrecognized tax benefits, interest | ' | ' | ' | ' | 800,000 |
Expected decrease in unrecognized tax benefits over next twelve months | $100,000 | ' | $100,000 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Company's Future Principal Contractual Obligations (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Operating leases, Total | $12,987 | ' |
Remainder of 2014 | 901 | ' |
2015 | 3,001 | ' |
2016 | 2,317 | ' |
2017 | 2,201 | ' |
2018 | 2,005 | ' |
Thereafter | 2,562 | ' |
Contractual obligations, Total | 482,162 | ' |
Interest payments on long-term-debt, Total | 59,133 | ' |
Contractual obligations, Total | 410,042 | 410,042 |
2014 | 7,018 | ' |
2014 | 6,117 | ' |
2015 | 27,470 | ' |
2015 | 24,469 | ' |
2016 | 26,786 | ' |
2016 | 24,469 | ' |
2017 | 416,321 | ' |
2017 | 4,078 | ' |
2018 | 2,005 | ' |
Thereafter | 2,562 | ' |
2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual obligations, Total | 191,101 | 191,101 |
Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual obligations, Total | 101,542 | 101,542 |
Revolving Credit [Member] | Senior Subordinated Notes: Due March 15, 2016, 10.375% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual obligations, Total | 117,399 | ' |
2017 | 117,399 | ' |
Revolving Credit [Member] | 2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual obligations, Total | 191,101 | ' |
2017 | 191,101 | ' |
Revolving Credit [Member] | Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Contractual obligations, Total | 101,542 | ' |
2017 | $101,542 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Company's Future Principal Contractual Obligations (Parenthetical) (Detail) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Unrecognized tax benefits | $3.30 | $3.50 |
Debt instrument, maturity date | 10-Mar-16 | ' |
Senior subordinated notes maturity period | '10 years | ' |
Term loan expiration prior to number of days | '180 days | ' |
Senior Subordinated Notes: Due March 15, 2016, 10.375% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument annual rate | 5.00% | ' |
2016 Extended Term Loans: Due March 10, 2016, Three-Month LIBOR Plus 4.00% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument annual rate | 4.18% | ' |
2015 Extended revolving term credit facility due March 10, 2015 at the annual rate of 0.375% [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument annual rate | 0.38% | ' |
Senior Subordinated Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, maturity date | 15-Mar-16 | ' |
Debt instrument annual rate | 10.38% | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, maturity date | 'March 2016 | ' |
Long-term debt | $410,042 | $410,042 |
Operating Lease Obligations [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Operating lease agreements expire period | '2022 | ' |
Operating Lease Obligations [Member] | Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Operating lease agreements expire period | '2013 | ' |