Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 29, 2021 | Mar. 23, 2021 | Jul. 31, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 29, 2021 | ||
Current Fiscal Year End Date | --01-29 | ||
Document Transition Report | false | ||
Entity Central Index Key | 001-37748 | ||
Entity Registrant Name | SecureWorks Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0463349 | ||
Entity Address, Address Line One | One Concourse Parkway NE | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30328 | ||
City Area Code | 404 | ||
Local Phone Number | 327-6339 | ||
Title of 12(b) Security | Class A Common Stock, | ||
Trading Symbol | SCWX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 123.1 | ||
Documents Incorporated by Reference | The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s proxy statement relating to the annual meeting of stockholders in 2021. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001468666 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock, Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 13,029,259 | ||
Common Stock, Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 70,000,000 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Jan. 29, 2021 | Jan. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 220,300 | $ 181,838 |
Accounts receivable, net | 108,005 | 111,798 |
Inventories | 560 | 746 |
Other current assets | 17,349 | 27,449 |
Total current assets | 346,214 | 321,831 |
Property and equipment, net | 17,143 | 27,606 |
Goodwill | 425,861 | 416,487 |
Operating lease right-of-use assets, net | 22,330 | 23,463 |
Intangible assets, net | 157,820 | 180,052 |
Other non-current assets | 75,993 | 78,592 |
Total assets | 1,045,361 | 1,048,031 |
Current liabilities: | ||
Accounts payable | 16,769 | 18,690 |
Accrued and other current liabilities | 109,134 | 98,855 |
Deferred revenue | 168,437 | 175,847 |
Total current liabilities | 294,340 | 293,392 |
Long-term deferred revenue | 9,590 | 12,690 |
Operating lease liabilities, non-current | 22,461 | 24,669 |
Other non-current liabilities | 51,189 | 50,400 |
Total liabilities | 377,580 | 381,151 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock - $0.01 par value: 200,000 shares authorized; — shares issued | 0 | 0 |
Additional paid in capital | 917,344 | 896,983 |
Accumulated deficit | (229,831) | (207,929) |
Accumulated other comprehensive loss | (660) | (3,090) |
Treasury stock, at cost - 1,257 and 1,257 shares, respectively | (19,896) | (19,896) |
Total stockholders' equity | 667,781 | 666,880 |
Total liabilities and stockholders' equity | $ 1,045,361 | $ 1,048,031 |
Treasury stock, shares (in shares) | 1,257 | 1,257 |
Common Stock, Class A | ||
Stockholders' equity: | ||
Common stock, Class A and Class B, $0.01 par value | $ 124 | $ 112 |
Common Stock, Class B | ||
Stockholders' equity: | ||
Common stock, Class A and Class B, $0.01 par value | $ 700 | $ 700 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parenthetical) - $ / shares | Jan. 29, 2021 | Jan. 31, 2020 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 1,257 | 1,257 |
Common Stock, Class A | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued (in shares) | 12,450,000 | 11,206,000 |
Common stock, shares outstanding (in shares) | 12,450,000 | 11,206,000 |
Common Stock, Class B | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 70,000,000 | 70,000,000 |
Common stock, shares outstanding (in shares) | 70,000,000 | 70,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Income Statement [Abstract] | |||
Net revenue | $ 561,034 | $ 552,765 | $ 518,709 |
Cost of revenue | 242,167 | 252,796 | 246,117 |
Gross margin | 318,867 | 299,969 | 272,592 |
Research and development | 105,008 | 94,964 | 87,608 |
Sales and marketing | 144,934 | 157,674 | 141,818 |
General and administrative | 101,760 | 99,505 | 91,898 |
Total operating expenses | 351,702 | 352,143 | 321,324 |
Operating loss | (32,835) | (52,174) | (48,732) |
Interest and other, net | 1,034 | 850 | 2,778 |
Loss before income taxes | (31,801) | (51,324) | (45,954) |
Income tax benefit | (9,899) | (19,658) | (6,853) |
Net loss | $ (21,902) | $ (31,666) | $ (39,101) |
Loss per common share, basic and diluted (usd per share) | $ (0.27) | $ (0.39) | $ (0.48) |
Weighted average common shares outstanding, basic and diluted (in shares) | 81,358 | 80,563 | 80,710 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (21,902) | $ (31,666) | $ (39,101) |
Foreign currency translation adjustments, net of tax | 2,430 | (206) | (2,914) |
Comprehensive loss | $ (19,472) | $ (31,872) | $ (42,015) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (21,902) | $ (31,666) | $ (39,101) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 41,614 | 42,932 | 41,207 |
Stock-based compensation expense | 24,414 | 19,548 | 19,370 |
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies | (1,485) | 270 | (1,818) |
Income tax benefit | (9,899) | (19,658) | (6,853) |
Other non cash impacts | 392 | 1,830 | 0 |
Provision for credit losses | 1,810 | 3,099 | 2,356 |
Changes in assets and liabilities: | |||
Accounts receivable | 2,557 | 26,789 | 13,750 |
Net transactions with parent | 11,788 | (12,483) | (1,797) |
Inventories | 186 | (278) | 562 |
Other assets | 18,659 | 13,293 | (7,277) |
Accounts payable | (1,527) | 7,008 | (6,117) |
Deferred revenue | (9,759) | 14,463 | 20,942 |
Accrued and other current liabilities | 3,741 | 13,692 | 21,975 |
Net cash provided by operating activities | 60,589 | 78,839 | 57,199 |
Cash flows from investing activities: | |||
Capital expenditures | (3,005) | (12,590) | (10,200) |
Acquisition of Subsidiary, net of cash | (15,081) | 0 | 0 |
Net cash used in investing activities | (18,086) | (12,590) | (10,200) |
Cash flows from financing activities: | |||
Proceeds from stock option exercises | 1,469 | 1,327 | 0 |
Principal payments on financing arrangement with Dell Financial Services | 0 | 0 | (2,208) |
Taxes paid on vested restricted shares | (5,510) | (8,453) | (2,207) |
Purchases of stock for treasury | 0 | (6,377) | (13,531) |
Payments on financed capital expenditures | 0 | (500) | (1,000) |
Net cash used in financing activities | (4,041) | (14,003) | (18,946) |
Net increase in cash and cash equivalents | 38,462 | 52,246 | 28,053 |
Cash and cash equivalents at beginning of the period | 181,838 | 129,592 | 101,539 |
Cash and cash equivalents at end of the period | 220,300 | 181,838 | 129,592 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | |||
Financed capital expenditures | 0 | 724 | 373 |
Income taxes paid | $ 1,933 | $ 1,746 | $ 1,961 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common StockCommon Stock, Class A | Common StockCommon Stock, Class B | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Beginning balance (in shares) at Feb. 02, 2018 | 11,085 | 70,000 | |||||
Beginning balance at Feb. 02, 2018 | $ 731,090 | $ 111 | $ 700 | $ 867,411 | $ (137,162) | $ 30 | $ 0 |
Statement of Shareholders' Equity | |||||||
Net loss | (39,101) | (39,101) | |||||
Other comprehensive income (loss) | (2,914) | (2,914) | |||||
Vesting of restricted stock units (in shares) | 598 | ||||||
Vesting of restricted stock units | 0 | $ 5 | (5) | ||||
Grants of restricted stock awards, net (in shares) | 386 | ||||||
Grants of restricted stock awards, net | 0 | $ 4 | (4) | ||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares (in shares) | (234) | ||||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares | (2,207) | $ (2) | (2,205) | ||||
Stock-based compensation | 19,370 | 19,370 | |||||
Shares repurchased (in shares) | (819) | ||||||
Shares repurchased | (13,531) | $ (8) | (13,523) | ||||
Ending balance (in shares) at Feb. 01, 2019 | 11,016 | 70,000 | |||||
Ending balance at Feb. 01, 2019 | 692,707 | $ 110 | $ 700 | 884,567 | (176,263) | (2,884) | (13,523) |
Statement of Shareholders' Equity | |||||||
Net loss | (31,666) | (31,666) | |||||
Other comprehensive income (loss) | (206) | (206) | |||||
Vesting of restricted stock units (in shares) | 957 | ||||||
Vesting of restricted stock units | 0 | $ 9 | (9) | ||||
Exercise of stock options (in shares) | 95 | ||||||
Exercise of stock options | 1,327 | $ 1 | 1,326 | ||||
Grants of restricted stock awards, net (in shares) | 122 | ||||||
Grants of restricted stock awards, net | 0 | $ 1 | (1) | ||||
Cancellation of unvested restricted stock awards (in shares) | (124) | ||||||
Cancellation of unvested restricted stock awards | 0 | $ (1) | 1 | ||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares (in shares) | (422) | ||||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares | (8,453) | $ (4) | (8,449) | ||||
Stock-based compensation | 19,548 | 19,548 | |||||
Shares repurchased (in shares) | (438) | ||||||
Shares repurchased | (6,377) | $ (4) | (6,373) | ||||
Ending balance (in shares) at Jan. 31, 2020 | 11,206 | 70,000 | |||||
Ending balance at Jan. 31, 2020 | 666,880 | $ 112 | $ 700 | 896,983 | (207,929) | (3,090) | (19,896) |
Statement of Shareholders' Equity | |||||||
Net loss | (21,902) | (21,902) | |||||
Other comprehensive income (loss) | 2,430 | 2,430 | |||||
Vesting of restricted stock units (in shares) | 1,148 | ||||||
Vesting of restricted stock units | 0 | $ 11 | (11) | ||||
Exercise of stock options (in shares) | 105 | ||||||
Exercise of stock options | 1,469 | $ 1 | 1,468 | ||||
Grants of restricted stock awards, net (in shares) | 455 | ||||||
Grants of restricted stock awards, net | 0 | $ 5 | (5) | ||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares (in shares) | (464) | ||||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares | (5,510) | $ (5) | (5,505) | ||||
Stock-based compensation | 24,414 | 24,414 | |||||
Ending balance (in shares) at Jan. 29, 2021 | 12,450 | 70,000 | |||||
Ending balance at Jan. 29, 2021 | $ 667,781 | $ 124 | $ 700 | $ 917,344 | $ (229,831) | $ (660) | $ (19,896) |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Jan. 29, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business SecureWorks Corp. (individually and collectively with its consolidated subsidiaries, “Secureworks” or the “Company”) is a leading global cybersecurity provider of technology-driven security solutions singularly focused on protecting the Company's customers by outpacing and outmaneuvering adversaries. On April 27, 2016, the Company completed its initial public offering (“IPO”), as further described below. Upon the closing of the IPO, Dell Technologies Inc. (“Dell Technologies”) owned, indirectly through Dell Inc. and Dell Inc.'s subsidiaries (Dell Inc., individually and collectively with its consolidated subsidiaries, "Dell") all shares of the Company's outstanding Class B common stock, which as of January 29, 2021 represented approximately 84.9% of the Company's total outstanding shares of common stock and approximately 98.3% of the combined voting power of both classes of the Company's outstanding common stock. The Company has one primary business activity, which is to provide customers with technology-driven information security solutions. The Company’s chief operating decision-maker, who is the Chief Executive Officer, makes operating decisions, assesses performance and allocates resources on a consolidated basis. There are no segment managers who are held accountable for operations and operating results below the consolidated unit level. Accordingly, Secureworks operates its business as a single reportable segment. Basis of Presentation and Consolidation The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make assumptions and estimations that affect the amounts reported in the Company's financial statements and notes. The inputs into certain of the Company's assumptions and estimations considered the economic implications of the coronavirus disease 2019 ("COVID-19") pandemic on the Company's critical and significant accounting estimates. The consolidated financial statements include assets, liabilities, revenue and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation. For the periods presented, Dell has provided various corporate services to the Company in the ordinary course of business, including finance, tax, human resources, legal, insurance, IT, procurement and facilities-related services. The cost of these services are charged in accordance with a shared services agreement that went into effect on August 1, 2015. For more information regarding the related party transactions, see “Note 14—Related Party Transactions.” During the periods presented in the financial statements, Secureworks did not file separate federal tax returns, as the Company is generally included in the tax grouping of other Dell entities within the respective entity’s tax jurisdiction. The income tax benefit has been calculated using the separate return method, modified to apply the benefits for loss approach. Under the benefits for loss approach, net operating losses or other tax attributes are characterized as realized or as realizable by Secureworks when those attributes are utilized or expected to be utilized by other members of the Dell consolidated group. See “Note 12—Income and Other Taxes” for more information. Fiscal Year The Company’s fiscal year is the 52- or 53-week period ending on the Friday closest to January 31. The Company refers to the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, as fiscal 2021, fiscal 2020 and fiscal 2019, respectively. Fiscal 2021, fiscal 2020 and fiscal 2019 each consisted of 52 weeks. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Estimates are revised as additional information becomes available. In the Consolidated Statements of Operations, estimates are used when accounting for revenue arrangements, determining the cost of revenue, allocating cost and estimating the impact of contingencies. In the Consolidated Statements of Financial Position, estimates are used in determining the valuation and recoverability of assets, such as accounts receivables, inventories, fixed assets, goodwill and other identifiable intangible assets, and purchase price allocation for business combinations. Estimates are also used in determining the reported amounts of liabilities, such as taxes payable and the impact of contingencies. All estimates also impact the Consolidated Statements of Operations. Actual results could differ from these estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the COVID-19 pandemic. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and determined there was not a material impact to the Company's consolidated financial statements as of and for the twelve months ended January 29, 2021. As the COVID-19 pandemic continues to develop, many of the Company's estimates could require |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 29, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents. As of January 29, 2021 and January 31, 2020, cash and cash equivalents are comprised of cash held in bank accounts and money market funds. The cash and cash equivalents are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments. The money market funds are valued using quoted market prices and are included as Level 1 inputs. As of January 29, 2021 and January 31, 2020, the Company had $85.8 million and $100.5 million, respectively, invested in money market funds. Accounts Receivable. Trade accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. Accounts receivable are charged against the allowance for credit losses when deemed uncollectible. Management regularly reviews the adequacy of the allowance for credit losses by considering the age of each outstanding invoice, each customer’s expected ability to pay, and the collection history with each customer, when applicable, to determine whether a specific allowance is appropriate. As of January 29, 2021 and January 31, 2020, the allowance for credit losses was $4.8 million and $5.1 million, respectively. Unbilled accounts receivable included in accounts receivable, totaling $8.9 million and $11.2 million as of January 29, 2021 and January 31, 2020, respectively, relate to work that has been performed, though invoicing has not yet occurred. All of the unbilled receivables are expected to be billed and collected within the upcoming fiscal year. Allowance for Credit Losses. The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses, net of recoveries. The Company assesses its allowance by taking into consideration forecasts of future economic conditions, information about past events, such as its historical trend of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. The expense associated with the allowance for credit losses is recognized in general and administrative expenses. Fair Value Measurements. The Company measures fair value within the guidance of the three-level valuation hierarchy. This hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their respective fair values due to their short-term nature. Inventories. Inventories consist of finished goods, which include hardware devices such as servers, log retention devices and appliances that are sold in connection with the Company’s solutions offerings. Inventories are stated at lower of cost or net realizable value, with cost being determined on a first-in, first-out (FIFO) basis. Prepaid Maintenance and Support Agreements. Prepaid maintenance and support agreements represent amounts paid to third-party service providers for maintenance, support and software license agreements in connection with the Company’s obligations to provide maintenance and support services. The prepaid maintenance and support agreement balance is amortized on a straight-line basis over the contract term and is primarily recognized as a component of cost of revenue. Amounts that are expected to be amortized within one year are recorded in other current assets and the remaining balance is recorded in other non-current assets. Property and Equipment. Property and equipment are carried at depreciated cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range from two Leases. The Company determines if any arrangement is, or contains, a lease at inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. Secureworks is the lessee in a lease contract when the Company obtains the right to control the asset. Operating leases are included in the line items operating lease right-of-use assets, net; accrued and other current liabilities; and operating lease liabilities, non-current in the consolidated statements of financial position. Leases with a lease term of 12 months or less at inception are not recorded in the consolidated statements of financial position and are expensed on a straight-line basis over the lease term in the consolidated statements of operations. The Company determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the Company's leases do not provide an implicit interest rate, Secureworks uses the Company's incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. When the Company's contracts contain lease and non-lease components, the Company accounts for both components as a single lease component. See "Note 9—Leases" for further discussion. The Company adopted Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU No. 2016-02”), also referred to as Topic 842, effective February 2, 2019. As a result of the adoption for the fiscal year beginning February 2, 2019, the Company recorded initial operating lease ROU assets and liabilities, all related to real estate, of $28.0 million and $31.8 million, respectively. Intangible Assets Including Goodwill. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are reviewed for impairment on a quarterly basis, or as potential triggering events are identified. Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis in the third fiscal quarter, or sooner if an indicator of impairment exists. The Company may elect to first assess qualitative factors to determine whether it is more likely than not (greater than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes the Company's consideration of relevant events and circumstances that would affect the Company's single reporting unit, including macroeconomic, industry, and market conditions, the Company's overall financial performance, and trends in the market price of the Company's Class A common stock. The Company will perform a quantitative impairment test by comparing the reporting unit’s carrying amount, including goodwill, to its fair value if any of the aforementioned qualitative factors indicate that it is more likely than not to be impaired. The Company may choose to perform the quantitative assessment periodically even if the qualitative assessment does not require the Company to do so. For the Company's goodwill and indefinite-lived intangible assets, if the carrying amount determined through the quantitative analysis exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The company performed a quantitative assessment during fiscal 2021 largely due to the unique macroeconomic factors caused by the COVID-19 pandemic and concluded based on the Company's quantitative assessment that the reporting unit's fair value was in excess of its carrying amount. The assumptions used in the quantitative model to test impairment are consistent with those which the Company believes hypothetical marketplace participants (market approach) would use. The Company has determined that it has a single goodwill reporting unit, and, accordingly, for the quantitative analysis, the Company compared the fair value of this goodwill reporting unit to its carrying value. The Company also performed a quantitative assessment for its trade name intangible asset during fiscal 2021 using the royalty savings method. The assumptions used in the model value the intangible asset by estimating the cost of royalties saved through its ownership rather than paying a rent or royalty to another party for the use of the asset. Upon performing each of the aforementioned quantitative assessments for goodwill and the trade name intangible asset, it was determined that no impairment existed at the Company's test date of November 1, 2020. Subsequently, no events occurred through January 29, 2021 year end that would indicate an impairment exists. Business Combinations. The Company accounts for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The allocation of the purchase price in a business combination requires significant estimates to be made in determining the fair value of acquired assets and assumed liabilities, especially with respect to intangible assets. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. These estimates are based upon a number of factors, including historical experience, market conditions and information obtained from the management of the acquired company. Critical estimates in valuing certain intangible assets include, but are not limited to, cash flows that an asset is expected to generate in the future, discount rates, the time and expense that would be necessary to recreate the assets and the profit margin a market participant would receive. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within selling, general and administrative expenses in the Consolidated Statements of Operations. For more information, see Note 3 —"Business Combinations." Deferred Commissions and Deferred Fulfillment Costs. The Company accounts for both costs to obtain a contract for a customer, which are defined as costs that the Company would not have incurred if the contract had not been obtained, and costs to fulfill a contract by capitalizing and systematically amortizing the assets on a basis that is consistent with the transfer to the customer of the goods or services to which the assets relate. These costs generate or enhance resources used in satisfying performance obligations that directly relate to contracts. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the incremental costs of obtaining contracts that the Company otherwise would have recognized is one year or less. The Company’s customer acquisition costs are primarily attributable to sales commissions and related fringe benefits earned by the Company's sales force and such costs are considered incremental costs to obtain a contract. Sales commissions for initial contracts are deferred and amortized taking into consideration the pattern of transfer to which assets relate and may include expected renewal periods where renewal commissions are not commensurate with the initial commission period. The Company recognizes the deferred commissions on a straight-line basis over the life of the customer relationship (estimated to be six years) in sales and marketing expenses. These assets are classified as non-current and included in other non-current assets in the Consolidated Statements of Financial Position. As of January 29, 2021 and January 31, 2020, the amount of deferred commissions included in other non-current assets was $57.9 million and $62.8 million, respectively. Additionally, the Company incurs certain costs to install and activate hardware and software used in its managed security services, primarily related to a portion of the compensation for the personnel who perform the installation activities. The Company makes judgments regarding the fulfillment costs to be capitalized. Specifically, the Company capitalizes direct labor and associated fringe benefits using standards developed from actual costs and applicable operational data. The Company updates the information quarterly for items such as the estimated amount of time required to perform such activity. The Company capitalizes and amortizes these fulfillment costs on a straight-line basis over the economic life of the services, or approximately four years, in cost of revenue. As of January 29, 2021 and January 31, 2020, the amount of deferred fulfillment costs included in other non-current assets was $11.0 million and $11.4 million, respectively. Foreign Currency Translation. During the periods presented, Secureworks primarily operated in the United States. For the majority of the Company’s international businesses, the Company has determined that the functional currency of those subsidiaries is the local currency. Accordingly, assets and liabilities for these entities are translated at current rates of exchange in effect at the balance sheet date. Revenue and expenses from these international subsidiaries are translated using the monthly average exchange rates in effect for the period in which the items occur. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss, while foreign currency transaction gains and losses are recognized in the Consolidated Statements of Operations within interest and other, net. These transaction (losses) gains totaled $1.5 million, $(0.3) million and $1.8 million in the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Revenue Recognition. Secureworks derives revenue primarily from three sources: (1) subscription revenue related to managed security services, (2) software-as-a-service subscription revenue related to our security analytics software platform and (3) professional services, including security and risk consulting and incident response solutions. Subscription-based managed security service arrangements typically include security services, up-front installation fees and maintenance, and also may include the provision of an associated hardware appliance. The Company uses its hardware appliances in providing security services required to access the Company’s Counter Threat Platform. The arrangements that require hardware do not typically convey ownership of the appliance to the customer. Moreover, any related installation fees are non-refundable and are also incapable of being distinct within the context of the arrangement. Therefore, the Company has determined that these arrangements constitute a single performance obligation for which the revenue and any related costs are recognized over the term of the arrangement ratably, which reflects the Company’s performance in transferring control of the services to the customer. Taegis is a cloud-native security analytics software platform deployed as a subscription-based software-as-as-service (SaaS), designed to unify detection and response across endpoint, network and cloud environments for better security outcomes and simpler security operations for customers. Taegis offerings currently include two applications, Extended Detection and Response (“XDR”), and Vulnerability Detection and Response (“VDR”). The two SaaS applications are separate performance obligations. They are promises that are both capable of being distinct and distinct within the context of the contract, primarily because they function independently and can be purchased separately from one another. Customers do not have the right to take possession of the software platform. Revenue for the SaaS applications is recognized on a straight-line basis over the term of the arrangement, beginning with provision of the tenant by grant of access to the software platform. Customers also have the option to purchase an add-on managed service to supplement the XDR SaaS application, referred to as the Managed Detection and Response (“ManagedXDR”) subscription service. The ManagedXDR service is identified as a distinct performance obligation that is separable from the SaaS application. While a customer must purchase and deploy the XDR software to gain any utility from the ManagedXDR service, a customer can purchase and benefit from using the XDR SaaS application on its own. In order to conclude that the two promises are not separately identifiable, the interrelationship/interdependence would most likely have to be reciprocal between the two separate offerings. The nature of the ManagedXDR service is to stand ready, or deliver an unspecified quantity of services each day during the contract term, based on customer-specific needs. The ManagedXDR service period is contractually tied to the related software application, and as a stand-ready obligation, will be recognized on a straight-line basis over the term of the arrangement. Amounts that have been invoiced for the managed security service subscription arrangements and the Taegis SaaS application offerings where the relevant revenue recognition criteria have not been met will be included in deferred revenue. Professional services consist primarily of fixed-fee and retainer-based contracts. Revenue from these engagements is recognized using an input method over the contract term. The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on, and concurrently with, specific revenue-producing transactions. The Company recognizes revenue when all of the following criteria are met: • Identification of the contract, or contracts, with a customer— A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) payment terms can be identified and collection of substantially all consideration to which the Company will be entitled in exchange for goods or services that will be transferred is deemed probable based on the customer's intent and ability to pay. Contracts entered into for professional services and subscription-based solutions near or at the same time are generally not combined as a single contract for accounting purposes, since neither the pricing nor the services are interrelated. • Identification of the performance obligations in the contract— Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. When promised goods or services are incapable of being distinct, the Company accounts for them as a combined performance obligation. With regard to a typical contract for subscription-based managed security services, the performance obligation represents a series of distinct services that will be accounted for as a single performance obligation. For a typical contract that includes subscription-based SaaS applications, each is generally considered to be distinct and accounted for as separate performance obligations. In a typical professional services contract, Secureworks has a separate performance obligation associated with each service. The Company generally acts as a principal when delivering either the subscription-based solutions or the professional services arrangement and, thus, recognizes revenue on a gross basis. • Determination of the transaction price— The total transaction price is primarily fixed in nature as the consideration is tied to the specific services purchased by the customer, which constitutes a series for delivery of the solutions over the duration of the contract for the Company's subscription services. For professional services contracts, variable consideration exists in the form of rescheduling penalties and expense reimbursements; no estimation is required at contract inception, since variable consideration is allocated to the applicable period. • Allocation of the transaction price to the performance obligations in the contract— The Company allocates the transaction price to each performance obligation based on the performance obligation's standalone selling price. Standalone selling price is determined by considering all information available to the Company, such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, the Company satisfies performance obligation— The Company recognizes revenue over time on a ratable recognition basis using a time-elapsed output method to measure progress for all subscription-based performance obligations, including managed security services and SaaS applications, over the contract term. For any upgraded installation services, which the Company has determined represent a performance obligation separate from its subscription-based arrangements, revenue is recognized over time using hours elapsed over the service term as an appropriate method to measure progress. For the performance obligation pertaining to professional services arrangements, the Company recognizes revenue over time using an input method based on time (hours or days) incurred to measure progress over the contract term. As indicated above, the Company has one primary business activity, which is to provide customers with technology-driven information security solutions. The Company's chief operating decision maker, who is the Chief Executive Officer, makes operating decisions, assesses performance, and allocates resources on a consolidated basis. There are no segment managers who are held accountable for operations and operating results below the consolidated unit level. Accordingly, the Company is considered to be in a single reportable segment and operating unit structure. The following table presents revenue by service type (in thousands): January 29, 2021 January 31, 2020 February 1, 2019 Managed Security Services revenue $ 395,788 $ 417,268 $ 396,130 Taegis SaaS revenue 32,149 2,221 — Security and Risk Consulting revenue 133,097 133,276 122,579 Total revenue $ 561,034 $ 552,765 $ 518,709 Deferred Revenue (Contract Liabilities). Deferred revenue represents amounts contractually billed to customers or payments received from customers for which revenue has not yet been recognized. Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as long-term deferred revenue. The Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing its solutions, not to receive financing from customers or to provide customers with financing. Examples of such terms include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Cost of Revenue. Cost of revenue consists primarily of compensation and related expenses, including salaries, benefits and performance-based compensation for employees who maintain the Counter Threat Platform and provide support services to customers, as well as perform other critical functions. Other expenses include depreciation of equipment and costs associated with maintenance agreements for hardware provided to customers as part of their subscription-based solutions. In addition, cost of revenue includes amortization of technology licensing fees, fees paid to contractors who supplement or support solutions offerings, maintenance fees and overhead allocations. Research and Development Costs. Research and development costs are expensed as incurred. Research and development expenses include compensation and related expenses for the continued development of solutions offerings, including a portion of expenses related to the threat research team, which focuses on the identification of system vulnerabilities, data forensics and malware analysis and product management. In addition, expenses related to the development and prototype of new solutions offerings also are included in research and development costs, as well as allocated overhead. The Company’s solutions offerings have generally been developed internally. Sales and Marketing. Sales and marketing expense consists of compensation and related expenses, that include salaries, benefits, and performance-based compensation (including sales commissions and related expenses for sales and marketing personnel), marketing and advertising programs, such as lead generation, customer advocacy events, other brand-building expenses and allocated overhead. Advertising costs are expensed as incurred and were $19.2 million, $13.3 million and $12.6 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. General, and Administrative. General and administrative expense primarily includes the costs of human resources and recruiting, finance and accounting, legal support, management information systems and information security systems, facilities management and other administrative functions, offset by allocations of information technology and facilities costs to other functions. Software Development Costs. Qualifying software costs developed for internal use are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. In order to expedite delivery of the Company’s security solutions, the application stage typically commences before the preliminary development stage is completed. Accordingly, no significant software development costs have been capitalized during any period presented. The Company capitalizes development costs incurred for software and applications to be sold, leased or otherwise marketed after technological feasibility of the software or application is established. Under the Company’s current practice of developing new software, the technological feasibility of the underlying software or application is not established until substantially all product development and testing is complete, which generally includes the development of a working model. Software development costs that have been capitalized to date have been insignificant. Income Taxes. Current income tax expense is the amount of income taxes expected to be payable for the current year. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statement of Operations in the period that includes the enactment date. The Company calculates a provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes. The Company accounts for the tax impact of including Global Intangible Low Tax Income (“GILTI”) in U.S. taxable income as a period cost. The Company provides valuation allowances for deferred tax assets, where appropriate. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction, including past operating results, estimates of future taxable income, and the feasibility of ongoing tax planning strategies. In the event the Company determines all or part of the net deferred tax assets are not realizable in the future, it will make an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made. The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s administrative practices and precedents. During the periods presented in the financial statements, the Company did not file separate federal tax returns, as the Company was generally included in the tax grouping of other Dell entities within the respective entity’s tax jurisdiction. The income tax benefit has been calculated using the separate return method, modified to apply the benefits for loss approach. Under the benefits for loss approach, net operating losses or other tax attributes are characterized as realized or as realizable by the Company when those attributes are utilized or expected to be utilized by other members of the Dell consolidated group. Stock-Based Compensation. The Company’s compensation programs include grants under the SecureWorks Corp. 2016 Long-Term Incentive Plan and, prior to the IPO date, grants under share-based payment plans of Dell Technologies. Under the plans, the Company, and prior to the IPO, Dell Technologies, have granted stock options, restricted stock awards and restricted stock units. Compensation expense related to stock-based transactions is measured and recognized in the financial statements based on grant date fair value. Fair value for restricted stock awards and restricted stock units under the Company’s plan is based on the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the day of the grant. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and a single option award approach. This model requires that at the date of grant the Company must determine the fair value of the underlying Class A common stock, the expected term of the award, the expected volatility, risk-free interest rates and expected dividend yield. The Company's annual grant of restricted stock and restricted stock units issued during the fiscal year ended January 29, 2021 vest over an average service period of three years and approximately 15% of such awards are subject to performance conditions. Stock-based compensation expense with respect to service-based awards is adjusted for forfeitures, and recognized using a straight-line basis over the requisite service periods of the awards, which is generally three Loss Contingencies. Secureworks is subject to the possibility of various losses arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted and whether new accruals are required. See “Note 8–Commitments and Contingencies” for more information about loss contingencies. Recently Adopted Accounting Pronouncements Debt — The Company adopted Accounting Standard Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions, subject to meeting certain criteria, that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was effective for the Company beginning on March 12, 2020 and the Company will apply the amendments prospectively through December 31, 2022. There was no impact to the Company's consolidated financial statements as a result of adopting this standard update. Intangibles - Goodwill and Other - Internal-Use Software —The C |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Jan. 29, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On September 21, 2020, the Company acquired all of the outstanding shares (representing 100% of the voting interest) of Delve Laboratories Inc. ("Delve") for approximately $15.4 million. Delve provides comprehensive vulnerability assessment solutions through its automated vulnerability platform. Delve's software-as-a-service solution is powered by artificial intelligence and machine-learning to provide customers with more accurate and actionable data about the highest risk vulnerabilities across their network, endpoints and cloud. Secureworks is integrating the vulnerability discovery and prioritization technology into new offerings within its cloud-based portfolio, including its Taegis software platform and XDR application, expanding visibility and insights for users. The financial results of Delve have been included in the Company's consolidated financial statements prospectively from the date of acquisition within the Company's single reporting unit. The goodwill recognized below in connection with the transaction is primarily attributable to the software intellectual property acquired and the anticipated synergies from future growth of the product and the Company’s Taegis software platform. The acquisition was treated as an asset transaction for tax purposes and $9.1 million of goodwill acquired is expected to be deductible for tax purposes. Transaction costs were approximately $0.6 million and were expensed as incurred by the Company. The acquired business did not have a material impact to the consolidated financial statements, and therefore historical and pro forma disclosures have not been presented. The following table summarizes the allocation of the aggregate purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands), which has now been completed as of January 29, 2021: Total Purchase Price Allocation for Acquisitions Assets acquired: Cash and cash equivalents $ 343 Accounts and notes receivable 101 Other current assets 608 Intangibles 6,200 Total identifiable assets 7,252 Goodwill 9,108 Total assets acquired 16,360 Liabilities assumed: Accounts payable 28 Accrued and other liabilities 688 Non-current liabilities 220 Total liabilities assumed 936 Purchase consideration $ 15,424 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Jan. 29, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Loss per share is calculated by dividing net loss for the periods presented by the respective weighted-average number of common shares outstanding, and excludes any dilutive effects of share-based awards that may be anti-dilutive. Diluted net loss per common share is computed by giving effect to all potentially dilutive common shares, including common stock issuable upon the exercise of stock options and unvested restricted common stock and restricted stock units. The Company applies the two-class method to calculate earnings per share. Because the Class A common stock and the Class B common stock share the same rights in dividends and earnings, earnings per share (basic and diluted) are the same for both classes. Since losses were incurred in all periods presented, all potential common shares were determined to be anti-dilutive. The following table sets forth the computation of loss per common share (in thousands, except per share amounts): Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 Numerator: Net loss $ (21,902) $ (31,666) $ (39,101) Denominator: Weighted-average number of shares outstanding: Basic and Diluted 81,358 80,563 80,710 Loss per common share: Basic and Diluted $ (0.27) $ (0.39) $ (0.48) Weighted-average anti-dilutive stock options, non-vested restricted stock and restricted stock units 6,347 5,826 5,966 |
CONTRACT BALANCES AND CONTRACT
CONTRACT BALANCES AND CONTRACT COSTS | 12 Months Ended |
Jan. 29, 2021 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT BALANCES AND CONTRACT COSTS | CONTRACT BALANCES AND CONTRACT COSTS Promises to provide the Company's subscription-based solutions related to managed security services are accounted for as a single performance obligation and SaaS applications that are accounted for as separate performance obligations, both over an average period of two years. Performance obligations related to the Company's security and risk consulting professional service contracts are separate obligations associated with each service. Although the Company has many multi-year customer relationships for its various professional service solutions, the arrangement is typically structured as a separate performance obligation over the contract period and recognized over a duration of less than one year. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. The Company invoices its customers based on a variety of billing schedules. During the fiscal year ended January 29, 2021, on average, 57% of the Company's recurring revenue was billed in advance and approximately 43% was billed on either a monthly or quarterly basis in advance. In addition, many of the Company's professional services engagements are billed in advance of service commencement. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration and invoice timing. Changes to the Company's deferred revenue during the fiscal years ended January 29, 2021 and January 31, 2020 are as follows (in thousands): As of January 31, 2020 Upfront payments received and billings during the fiscal year ended January 29, 2021 Revenue recognized during the fiscal year ended January 29, 2021 As of January 29, 2021 Deferred revenue $ 188,537 $ 250,257 $ (260,767) $ 178,027 As of February 1, 2019 Upfront payments received and billings during the fiscal year ended January 31, 2020 Revenue recognized during the fiscal year ended January 31, 2020 As of January 31, 2020 Deferred revenue $ 173,929 $ 249,215 $ (234,607) $ 188,537 Remaining Performance Obligation The remaining performance obligation represents the transaction price allocated to contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancellable contracts that will be invoiced and recognized as revenue in future periods. The remaining performance obligation consists of two elements: (i) the value of remaining services to be provided through the contract term for customers whose services have been activated ("active"); and (ii) the value of subscription-based solutions contracted with customers that have not yet been installed ("backlog"). Backlog is not recorded in revenue, deferred revenue or elsewhere in the consolidated financial statements until the Company establishes a contractual right to invoice, at which point backlog is recorded as revenue or deferred revenue, as appropriate. The Company applies the practical expedient in ASC paragraph 606-10-50-14(a) and does not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less. The Company expects that the amount of backlog relative to the total value of its contracts will change from year to year due to several factors, including the amount invoiced at the beginning of the contract term, the timing and duration of the Company's customer agreements, varying invoicing cycles of agreements and changes in customer financial circumstances. Accordingly, fluctuations in backlog are not always a reliable indicator of future revenues. As of January 29, 2021, the Company expects to recognize remaining performance obligations as follows (in thousands): Total Expected to be recognized in the next 12 months Expected to be recognized in 12-24 months Expected to be recognized in 24-36 months Expected to be recognized thereafter Performance obligation - active $ 287,606 $ 163,883 $ 83,947 $ 30,771 $ 9,005 Performance obligation - backlog 21,773 6,865 6,859 5,898 2,151 Total $ 309,379 $ 170,748 $ 90,806 $ 36,669 $ 11,156 Deferred Commissions and Fulfillment Costs The Company capitalizes a significant portion of its commission expense and related fringe benefits earned by its sales personnel. Additionally, the Company capitalizes certain costs to install and activate hardware and software used in its managed security services, primarily related to a portion of the compensation for the personnel who perform the installation activities. These deferred costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the assets relate. Changes in the balance of total deferred commission and total deferred fulfillment costs during the fiscal years ended January 29, 2021 and January 31, 2020 are as follows (in thousands): As of January 31, 2020 Amount capitalized Amount expensed As of January 29, 2021 Deferred commissions $ 62,785 $ 16,376 $ (21,273) $ 57,888 Deferred fulfillment costs 11,366 5,342 (5,699) 11,009 As of February 1, 2019 Amount capitalized Amount expensed As of January 31, 2020 Deferred commissions $ 62,895 $ 19,053 $ (19,163) $ 62,785 Deferred fulfillment costs 10,973 5,921 (5,528) 11,366 As referenced in “Note 2 — Significant Accounting Policies,” deferred commissions are recognized on a straight-line basis over the life of the customer relationship, which historically had been estimated to be seven years. During the third quarter of fiscal 2020, the Company determined a change in the estimated life of the customer relationship to six years. The Company did not record any impairment losses on the deferred commissions or deferred fulfillment costs during the fiscal year ended January 29, 2021. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Jan. 29, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill relates to the acquisition of Dell by Dell Technologies and represents the excess of the purchase price attributable to Secureworks over the fair value of the assets acquired and liabilities assumed, as well as subsequent business combinations completed by the Company. Goodwill increased $9.4 million (of which $0.3 million is due to foreign currency translation) for the fiscal year ended January 29, 2021, as compared to the fiscal year ended January 31, 2020, as a result of the acquisition of Delve as described in Note 3 — "Business Combinations". Accordingly, goodwill totaled $425.9 million as of January 29, 2021 and $416.5 million as of January 31, 2020. Goodwill and indefinite-lived intangible assets are evaluated for impairment on an annual basis during the third fiscal quarter of each fiscal year, or earlier if an indicator of impairment occurs. The Company completed the most recent annual impairment test in the third quarter of fiscal 2021 by performing a quantitative assessment of goodwill at the reporting unit level, as well as related to the Company's indefinite-lived intangible asset. In performing this quantitative assessment of goodwill, the Company used the market approach to determine the fair value of the reporting unit and compared the fair value to its carrying value. The market approach used indicates fair value of a business or asset based on a comparison of the business or asset to comparable publicly traded companies or comparable public or private transactions in a specific industry. The assumptions used in the valuation are consistent with those which the Company believes hypothetical market participants would use. In performing the quantitative assessment of the indefinite-lived intangible asset, the Company determined the fair value using the relief from royalty method, which is a risk-adjusted discounted cash flow approach. The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset. The relief from royalty method requires identifying the future revenue that would be generated by the indefinite-lived intangible asset, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the impairment assessment date. The royalty rate used in the valuation was based on a consideration of market rates for similar categories of assets. The discount rate used in the valuation was based on the Company’s weighted average cost of capital and the growth of the earnings associated with the indefinite-lived intangible asset. Based on the results of the annual impairment test, the Company determined that the derived fair values of the Secureworks' reporting unit and indefinite-lived intangible asset exceeded their respective carrying values, which indicates no impairment as of January 29, 2021. Further, no triggering events have subsequently transpired that would indicate a potential impairment subsequent to the test date through January 29, 2021. Intangible Assets The Company's intangible assets at January 29, 2021 and January 31, 2020 were as follows: January 29, 2021 January 31, 2020 Gross Accumulated Net Gross Accumulated Net (in thousands) Customer relationships $ 189,518 $ (105,341) $ 84,177 $ 189,518 $ (91,246) $ 98,272 Technology 143,821 (100,296) 43,525 137,371 (85,709) 51,662 Finite-lived intangible assets 333,339 (205,637) 127,702 326,889 (176,955) 149,934 Trade name 30,118 — 30,118 30,118 — 30,118 Total intangible assets $ 363,457 $ (205,637) $ 157,820 $ 357,007 $ (176,955) $ 180,052 Amortization expense related to finite-lived intangible assets was approximately $28.7 million, $28.2 million and $27.7 million for the fiscal year ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Amortization expense is included within cost of revenue and general and administrative expenses in the Consolidated Statement of Operations. There were no impairment charges related to intangible assets during the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019. Estimated future pre-tax amortization expense of finite-lived intangible assets as of January 29, 2021 over the next five years and thereafter is as follow (in thousands): Fiscal Years Ending January 29, 2021 2022 $ 29,372 2023 29,170 2024 24,524 2025 15,128 2026 15,128 Thereafter 14,380 Total $ 127,702 |
DEBT
DEBT | 12 Months Ended |
Jan. 29, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility On November 2, 2015, SecureWorks, Inc., a wholly-owned subsidiary of SecureWorks Corp., entered into a revolving credit agreement with a wholly-owned subsidiary of Dell Inc. under which the Company obtained a $30 million senior, unsecured revolving credit facility. This facility was initially available for a one-year term beginning on April 21, 2016 and was extended on the same terms for additional one-year terms. During fiscal 2022, the facility was amended and restated to extend the maturity date from March 26, 2021 to March 25, 2022 and to increase the annual rate at which interest accrues to the applicable LIBOR plus 1.54%. Under the amended terms, if LIBOR is no longer published on a current basis and such circumstances are unlikely to be temporary, the facility will be amended to replace LIBOR with an alternate benchmark rate. All other terms remained substantially the same. Under the facility, up to $30 million principal amount of borrowings may be outstanding at any time. Amounts under the facility may be borrowed, repaid, and reborrowed from time to time during the term of the facility. The proceeds from loans made under the facility may be used for general corporate purposes. The credit agreement contains customary representations, warranties, covenants and events of default. The unused portion of the facility is subject to a commitment fee of 0.35%, which is due upon expiration of the facility. There was no outstanding balance under the credit facility as of January 29, 2021 or January 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 29, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Purchase Obligations —The Company had various purchase obligations at January 29, 2021 over a period of approximately four years with vendors or contractors, subject to the Company’s operational needs. As of January 29, 2021, the purchase obligations (in thousands) are as follows: Payments Due For Purchase Fiscal Years Ending Obligations Total 2022 $ 4,923 $ 4,923 2023 3,508 3,508 2024 1,230 1,230 2025 — — 2026 — — 2027 and beyond — — Total $ 9,661 $ 9,661 (1) Reflects purchase obligations of annual maintenance services for hardware systems for internal use from a related party. See also “Note 14—Related Party Transactions.” Legal Contingencies — From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. The Company accrues a liability when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews the status of such matters at least quarterly and adjusts its liabilities as necessary to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. Whether the outcome of any claim, suit, assessment, investigation or legal proceeding, individually or collectively, could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows will depend on a number of factors, including the nature, timing and amount of any associated expenses, amounts paid in settlement, damages or other remedies or consequences. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in accrued liabilities would be recorded in the period in which such a determination is made. As of January 29, 2021, the Company does not believe that there were any such matters that, individually or in the aggregate, would have a material adverse effect on its business, financial condition, results of operations or cash flows. Customer-based Taxation Contingencie s — Various government entities (“taxing authorities”) require the Company to bill its customers for the taxes they owe based on the services they purchase from the Company. The application of the rules of each taxing authority concerning which services are subject to each tax and how those services should be taxed involves the application of judgment. Taxing authorities periodically perform audits to verify compliance and include all periods that remain open under applicable statutes, which generally range from three to four years. These audits could result in significant assessments of past taxes, fines and interest if the Company were found to be non-compliant. During the course of an audit, a taxing authority may question the Company's application of its rules in a manner that, if the Company were not successful in substantiating its position, could result in a significant financial impact to the Company. In the course of preparing its financial statements and disclosures, the Company considers whether information exists that would warrant disclosure or an accrual with respect to such a contingency. As of January 29, 2021, the Company is under audit with various state taxing authorities in which rulings related to the taxability of certain of our services are in appeals. The Company will continue to appeal these rulings, but should the Company not prevail, there could be obligations to pay additional taxes together with associated penalties and interest for the audited tax period, as well as additional taxes for periods subsequent to the tax audit period, including penalties and interest. An estimated liability in the amount of $6.3 million was accrued for the fiscal year ended January 29, 2021. While Dell does provide an indemnification for certain state tax issues for tax periods prior to August 1, 2015, it does not cover a material portion of the current estimated liability. Indemnifications — In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to indemnify its customers from certain losses incurred by the customer as to third-party claims relating to the services performed on behalf of the Company or for certain losses incurred by the customer as to third-party claims arising from certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses. Historically, payments related to these indemnifications have been immaterial. Concentrations — |
LEASES
LEASES | 12 Months Ended |
Jan. 29, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company recorded operating lease cost for facilities of approximately $6.1 million and $7.9 million for the fiscal years ended January 29, 2021 and January 31, 2020, respectively. For the fiscal years ended January 29, 2021 and January 31, 2020, operating lease cost include expenses in connection with variable lease costs of $0.7 million and $1.2 million, respectively, which primarily consisted of utilities and common area charges. For the fiscal years ended January 29, 2021 and January 31, 2020, the Company recorded operating lease costs of equipment leases of approximately $1.6 million and $2.3 million, respectively. For the fiscal years ended January 29, 2021 and January 31, 2020, equipment leases included short-term lease costs of $1.3 million and $1.2 million, respectively. Lease expense for equipment was included in cost of revenues. Cash paid for amounts included in the measurement of operating lease liabilities was $5.2 million and $6.8 million during the fiscal years ended January 29, 2021 and January 31, 2020, respectively. Weighted-average information associated with the measurement of the Company’s remaining operating lease obligations is as follows: January 29, 2021 Weighted-average remaining lease term 5.1 years Weighted-average discount rate 5.33 % The following table summarizes the maturity of the Company's operating lease liabilities as of January 29, 2021 (in thousands): Fiscal Years Ending January 29, 2021 2022 $ 6,973 2023 6,440 2024 6,093 2025 5,263 2026 4,616 Thereafter 4,148 Total operating lease payments $ 33,533 Less imputed interest (4,223) Total operating lease liabilities $ 29,310 The Company's leases have remaining lease terms of 5 months to 6 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jan. 29, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITYOn September 26, 2018, the Company's board of directors authorized a stock repurchase program, under which the Company was authorized to repurchase up to $15 million of the Company's Class A common stock through September 30, 2019. On March 26, 2019, the board of directors expanded the repurchase program to authorize the repurchase up to an additional $15 million of the Company's Class A common stock through May 1, 2020, on which date the program terminated. During the fiscal year ended January 29, 2021, no shares of Class A common stock were repurchased. |
STOCK-BASED COMPENSATION AND EM
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Jan. 29, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANIn connection with the IPO, the Company's board of directors adopted the SecureWorks Corp. 2016 Long-Term Incentive Plan (the “2016 Plan”). The 2016 Plan became effective on April 18, 2016, and will expire on the tenth anniversary of the effective date unless the 2016 Plan is terminated earlier by the board of directors or in connection with a change in control of SecureWorks Corp. The Company has reserved 12,500,000 shares of Class A common stock for issuance pursuant to awards under the 2016 Plan. The 2016 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards. Awards may be granted under the 2016 Plan to individuals who are employees, officers or non-employee directors of the Company or any of its affiliates, consultants and advisors who perform services for the Company or any of its affiliates, and any other individual whose participation in the 2016 Plan is determined to be in the best interests of the Company by the compensation committee of the board of directors. The Company utilizes both authorized and unissued shares to satisfy all shares issued under the 2016 Plan. During the fiscal year ended February 1, 2019, the 2016 Plan was amended to increase the total shares of Class A common stock available for issuance by an additional 4,000,000 shares. As of January 29, 2021, there were approximately 1,974,275 shares of Class A common stock available for future grants under the 2016 Plan. Stock Options Under the 2016 Plan, the exercise price of each option will be determined by the compensation committee, except that the exercise price may not be less than 100% (or, for incentive stock options to any 10% stockholder, 110%) of the fair market value of a share of Class A common stock on the date on which the option is granted. The term of an option may not exceed ten years (or, for incentive stock options to any 10% stockholder, five years) from the date of grant. The compensation committee will determine the time or times at which each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments, and the exercisability of options may be accelerated by the compensation committee. During the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, no stock options were granted to employees or directors. The Company recognized $1.4 million, $2.7 million and $3.7 million in compensation expense for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively, for previously granted options. The fair value of stock options is estimated as of the date of the grant using the Black-Scholes option pricing model. This model requires the input of subjective assumptions that will usually have a significant impact on the fair value estimate. The expected term was estimated using the SEC simplified method. The risk-free interest rate is the continuously compounded, term-matching, zero-coupon rate from the valuation date. The volatility is the leverage-adjusted, term-matching, historical volatility of peer firms. The dividend yield assumption is consistent with management expectations of dividend distributions based upon the Company’s business plan at the date of grant. The following table summarizes stock option activity and options outstanding and exercisable for the fiscal years ended, and as of, January 29, 2021, January 31, 2020 and February 1, 2019. Number Weighted- Weighted- Weighted-Average Grant date Fair Value Per Share Aggregate Intrinsic Value 1 (in thousands) Balance, February 2, 2018 2,525,102 $ 14.00 Granted — — Exercised (9,826) 14.00 Canceled, expired or forfeited (27,514) 14.00 Balance, February 1, 2019 2,487,762 $ 14.00 Granted — — Exercised (94,826) 14.00 Canceled, expired or forfeited (144,939) 14.00 Balance, January 31, 2020 2,247,997 $ 14.00 Granted — — Exercised (104,921) 14.00 Canceled, expired or forfeited (367,511) 14.00 Balance, January 29, 2021 1,775,565 $ 14.00 5.2 $ 6.01 $ — Options vested and expected to vest, January 29, 2021 1,775,565 $ 14.00 5.2 $ 6.01 $ — Options exercisable, January 29, 2021 1,597,728 $ 14.00 5.2 $ 6.02 $ — (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the Company's closing share price of $13.84 as reported on the Nasdaq Global Select Market on January 29, 2021, that would have been received by the option holders had all in-the-money options been exercised as of that date. The total fair value of options vested was $2.6 million, $3.6 million and $3.7 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. At January 29, 2021, unrecognized stock-based compensation expense related to stock options was $0.2 million, net of estimated forfeitures, which is expected to be recognized over the weighted-average remaining requisite period of less than one year. In connection with the acquisition of Dell by Dell Technologies in 2013, the Company’s compensation programs included grants under the Dell Technologies Inc. 2013 Stock Incentive Plan (the "2013 Plan"). Under the 2013 Plan, time-based and performance-based options to purchase shares of the Series C common stock of Dell Technologies were awarded to two of the Company's executive officers. Upon the closing of the Company’s IPO, all unvested time-based awards were forfeited and 32,000 vested time-based stock options remained outstanding and 400,001 performance-based options remained unvested and outstanding subject to award terms. During the fiscal year ended February 1, 2019, the 400,001 performance-based options vested with a total fair value of $2.4 million. During the fiscal year ended January 31, 2020, 90,000 options were exercised with a pre-tax intrinsic value of $3.8 million. Cash proceeds received by Dell Technologies from the exercise of these stock options were $1.3 million and the tax benefit realized was $0.9 million for the fiscal year ended January 31, 2020. During the fiscal year ended January 29, 2021, 332,001 options were exercised with a pre-tax intrinsic value of $16.1 million. Cash proceeds received by Dell Technologies from the exercise of these stock options were $4.6 million and the tax benefit realized was $3.9 million for the fiscal year ended January 29, 2021. As of January 29, 2021, 10,000 time-based stock options remained outstanding. Given that all outstanding options vested in fiscal 2019, the Company recognized no related compensation expense for the fiscal year ended January 29, 2021 and January 31, 2020 and recognized compensation expense of $0.5 million for the fiscal year ended February 1, 2019. Restricted Stock and Restricted Stock Units Under the 2016 Plan, a restricted stock award ("RSA") is an award of shares of Class A common stock that may be subject to restrictions on transferability and other restrictions as the compensation committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise as the Company's compensation committee may determine. Unless otherwise provided in an award agreement, a grantee who receives restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares of Class A common stock, except that the compensation committee may require any dividends to be withheld and accumulated contingent on vesting of the underlying shares or reinvested in shares of restricted stock. Under the 2016 Plan, a restricted stock unit ("RSU") represents the grantee’s right to receive a compensation amount, based on the value of the shares of Class A common stock, if vesting criteria or other terms and conditions established by the compensation committee are met. If the vesting criteria or other terms and conditions are met, the Company may settle, subject to the terms and conditions of the applicable award agreement, restricted stock units in cash, shares of Class A common stock or a combination of the two. All award agreements currently outstanding require settlement in shares of Class A common stock. In connection with the IPO, the Company granted RSAs and RSUs to employees and directors. The fair value of the RSAs and RSUs was $14.00 per share and all will vest over an average service period of four years. During the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 the Company issued additional restricted stock and restricted stock units to employees at weighted-average fair values per share of $11.60, $16.93 and $9.78, respectively. The Company's annual grants of RSAs and RSUs issued during the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 vest ratably over three years. Approximately 15% of such awards are subject to performance conditions for the fiscal year ended January 29, 2021 and 50% were subject to performance conditions for the fiscal years ended January 31, 2020 and February 1, 2019. Of the 4.5 million RSAs and RSUs outstanding on January 29, 2021, approximately 0.9 million were performance-based awards and 3.6 million were service-based awards. For the fiscal year ended January 29, 2021, approximately 38,000 shares were additionally granted for the performance-based awards that were tied to results for that fiscal year. The Company recognized compensation expense related to RSAs and RSUs of $23.0 million, $16.8 million and $15.2 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. At January 29, 2021, unrecognized stock-based compensation expense related to restricted stock awards and restricted stock units was $33.7 million, which is expected to be recognized over the weighted-average remaining requisite period of 2.1 years. The following table summarizes activity for restricted stock and restricted stock units for the fiscal years ended, and as of, January 29, 2021, January 31, 2020 and February 1, 2019. Number Weighted- Weighted- Aggregate Intrinsic Value 1 (in thousands) Balance, February 2, 2018 2,319,559 $ 12.16 Granted 2,274,508 9.78 Vested (793,723) 11.99 Forfeited (453,866) 10.69 Balance, February 1, 2019 3,346,478 $ 10.84 Granted 2,087,872 16.93 Vested (1,282,743) 11.10 Forfeited (1,088,990) 12.44 Balance, January 31, 2020 3,062,617 $ 14.32 Granted 3,334,932 11.60 Vested (1,441,689) 13.51 Forfeited (442,767) 13.11 Balance, January 29, 2021 4,513,093 $ 12.68 1.1 $ 62,461 Restricted stock and restricted stock units expected to vest, January 29, 2021 3,958,235 $ 12.68 1.3 $ 54,782 (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the Company's closing share price of $13.84 as reported on the Nasdaq Global Select Market on January 29, 2021, that would have been received by the restricted stock and restricted stock unit holders had all restricted stock and restricted stock units been issued as of that date. As of January 29, 2021, restricted stock and restricted stock units representing 4.5 million shares of Class A common stock were outstanding, with an aggregate intrinsic value of $62.5 million based on the Company’s closing stock price as reported on the Nasdaq Global Select Market on January 29, 2021. The total fair value of Secureworks' restricted stock and restricted stock units that vested during the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 was $19.5 million, $14.2 million and $9.4 million, respectively, and the pre-tax intrinsic value was $17.6 million, $25.3 million and $8.5 million respectively. Stock-based Compensation Expense The following table summarizes the classification of stock-based compensation expense related to stock options, restricted stock and restricted stock units for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019. Fiscal Year Ended January 29, January 31, February 1, (in thousands) Cost of revenue $ 1,346 $ 1,206 $ 780 Research and development 4,410 4,280 4,133 Sales and marketing 3,676 1,694 2,652 General and administrative 14,982 12,368 11,805 Total stock-based compensation expense $ 24,414 $ 19,548 $ 19,370 The tax benefit related to stock-based compensation expense was $4.1 million, $4.6 million and $4.7 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 respectively. Long-term Incentive Cash Awards In March 2017, the Company began granting long-term cash awards to certain employees. The employees who receive the cash awards do not receive equity awards as part of the long-term incentive program. The majority of the cash awards issued prior to the fiscal year ended January 29, 2021 are subject to various performance conditions and vest in equal annual installments over a three-year period. The cash awards issued during the fiscal year ended January 29, 2021 are not subject to any performance conditions and vest in equal installments over a three-year period. For the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, the Company granted awards of approximately $8.7 million, $7.2 million and $16.5 million, respectively, and recognized $7.0 million, $8.1 million and $7.4 million of related compensation expense, respectively. Employee Benefit Plan Substantially all employees are eligible to participate in a defined contribution plan that complies with Section 401(k) of the Internal Revenue Code (“401(k) Plan”). Historically, and through May 31, 2020, the Company matched 100% of each participant’s voluntary contributions ("401(k) employer match"), subject to a maximum contribution of 6% of the participant’s compensation, up to an annual limit of $7,500, and participants vest immediately in all contributions to the 401(k) Plan. Effective June 1, 2020, the Company suspended the 401(k) employer match as a precautionary measure to preserve financial flexibility in light of COVID-19. Effective January 1, 2021, the 401(k) employer match was reinstated, with no changes to the employer match policy or participant eligibility requirements. For the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, total expense under this plan was $6.7 million, $10.8 million and $10.2 million, respectively. The Company’s expense decreased during the fiscal year ended January 29, 2021 due to the suspension of the 401(k) employer match contribution between June 1, 2020 and December 31, 2020. |
INCOME AND OTHER TAXES
INCOME AND OTHER TAXES | 12 Months Ended |
Jan. 29, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME AND OTHER TAXES | INCOME AND OTHER TAXES The Company’s loss before income taxes and income tax benefit (in thousands) and effective income tax rate for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 were as follows: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 Loss before income taxes $ (31,801) $ (51,324) $ (45,954) Income tax benefit $ (9,899) $ (19,658) $ (6,853) Effective tax rate 31.1 % 38.3 % 14.9 % During the periods presented in the accompanying Consolidated Financial Statements, the Company did not file separate federal tax returns, as the Company generally was included in the tax grouping of other Dell entities within the respective entity’s tax jurisdiction. The income tax benefit has been calculated using the separate return method modified to apply the benefits-for-loss approach. Under the benefits-for-loss approach, net operating losses or other tax attributes are characterized as realized by the Company when those attributes are utilized by other members of the Dell consolidated group. The change in the Company's effective income tax rate for the fiscal years ended January 29, 2021 and January 31, 2020 was primarily attributable to the improvement in loss before income taxes, the impact of certain discrete and nondeductible items related to the vesting of stock-based compensation units, and the recognition of additional benefits from the utilization of state net operating losses. The change in the Company's effective income tax rate for the fiscal years ended January 31, 2020 and February 1, 2019 was primarily attributable to the impact of certain discrete adjustments related to stock-based compensation expense and the recognition of additional benefits relating to the research and development credits. Throughout the fiscal year ended January 29, 2021, the U.S. Department of the Treasury and Internal Revenue Service issued preliminary and final regulatory guidance clarifying certain provisions of the Tax Cuts and Jobs Act of 2017, and the Company anticipates additional regulatory guidance and technical clarifications to be issued. When additional guidance and technical clarifications are issued, the Company will recognize the related tax impact in the quarter in which such guidance is issued. The GILTI provisions of the Act signed into law on December 22, 2017 require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company has elected to account for GILTI as a current period cost included in the year incurred. A reconciliation of the Company's benefit from income taxes to the statutory U.S. federal tax rate is as follows: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Impact of foreign operations (2.3) 0.5 0.2 State income taxes, net of federal tax benefit 8.9 3.2 3.2 Research and development credits 7.2 6.5 4.4 Nondeductible/nontaxable items (3.0) (0.6) (4.0) U.S. Tax Reform — 2.3 (9.4) Stock-based compensation (0.7) 5.4 (0.5) Total 31.1 % 38.3 % 14.9 % The benefit for income taxes consists of the following: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in thousands) Current: Federal $ 1,543 $ (8,135) $ (527) State/Local (3,755) (895) (421) Foreign 1,906 1,918 1,274 Current (306) (7,112) 326 Deferred: Federal (9,345) (10,367) (5,930) State/Local 137 (931) (1,132) Foreign (385) (1,248) (117) Deferred (9,593) (12,546) (7,179) Income tax benefit $ (9,899) $ (19,658) $ (6,853) Loss before provision for income taxes consists of the following: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in thousands) Domestic $ (35,064) $ (55,800) $ (47,523) Foreign 3,263 4,476 1,569 Loss before income taxes $ (31,801) $ (51,324) $ (45,954) The components of the Company's net deferred tax balances are as follows: January 29, 2021 January 31, 2020 (in thousands) Deferred tax assets: Deferred revenue $ 1,925 $ 2,743 Provision for credit losses 856 1,056 Credit carryforwards 3,278 5,796 Loss carryforwards 5,459 6,673 Stock-based and deferred compensation 8,163 9,249 Lease right-of-use asset 5,357 5,829 CARES Act payroll deferral 1,617 — Other 3,464 2,135 Deferred tax assets 30,119 33,481 Valuation allowance (5,285) (4,613) Deferred tax assets, net of valuation allowance 24,834 28,868 Deferred tax liabilities: Property and equipment (1,519) (3,733) Purchased intangible assets (38,318) (44,444) Operating and compensation related accruals (14,572) (16,723) Lease liability (3,862) (4,589) Other (1,727) (1,067) Deferred tax liabilities (59,998) (70,556) Net deferred tax liabilities $ (35,164) $ (41,688) Net deferred tax balances are included in other non-current assets and other non-current liabilities in the Consolidated Statements of Financial Position. As of January 29, 2021 and January 31, 2020, the Company had $5.3 million and $4.6 million, respectively, of deferred tax assets related to net operating loss carryforwards for state tax returns that are not included with those of other Dell entities. The change in the valuation allowance is $0.7 million and $(0.1) million for the fiscal years ended January 29, 2021 and January 31, 2020, respectively. These net operating loss carryforwards began expiring in the fiscal year ended January 29, 2021. Due to the uncertainty surrounding the realization of these net operating loss carryforwards, the Company has provided valuation allowances for the full amount as of January 29, 2021 and January 31, 2020. Because the Company is included in the tax filings of certain other Dell entities, management has determined that it will be able to realize the remainder of its deferred tax assets. If the Company’s tax provision had been prepared using the separate return method, the unaudited pro forma pre-tax loss, tax benefit and net loss for the fiscal year ended January 29, 2021 would have been $31.8 million, $5.2 million and $26.6 million, respectively, as a result of the recognition of a valuation allowance that would have been recorded on certain deferred tax assets, as well as certain attributes from the Tax Cuts and Jobs Act of 2017 that would be lost if not utilized by the Dell consolidated group. As of January 29, 2021, the Company has cumulative undistributed foreign earnings that would incur some amount of local withholding and state taxes if the earnings are distributed to SecureWorks Corp., which is domiciled in the United States. The Tax Cuts and Jobs Act of 2017 fundamentally changes the U.S. approach to taxation of foreign earnings. The Company has analyzed its global working capital and cash requirements and the potential tax liabilities attributable to repatriation, and has determined that it may be repatriating certain unremitted foreign earnings that were previously deemed indefinitely reinvested. As of January 29, 2021 and January 31, 2020, the Company has recorded withholding taxes of $0.6 million and $0.3 million, respectively, related to certain unremitted foreign earnings that may be repatriated. A reconciliation of the Company's beginning and ending amount of unrecognized tax benefits is as follows: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in thousands) Beginning unrecognized tax benefits $ 6,134 $ 7,285 $ 763 Increases related to tax positions of the current year 21 27 1,204 Increases related to tax position of prior years — 13 5,589 Reductions for tax positions of prior years (7) (1,191) (271) Ending unrecognized tax benefits $ 6,148 $ 6,134 $ 7,285 The Company's net unrecognized tax benefits of $3.8 million, $6.6 million and $7.5 million include amounts reflected in the table above, plus accrued interest and penalties of $0.2 million, $0.5 million and $0.3 million as of January 29, 2021, January 31, 2020 and February 1, 2019, respectively, and a tax benefit associated with other indirect jurisdictional effects of uncertain tax positions of $2.6 million as of January 29, 2021 are included in other non-current liabilities in the Consolidated Statements of Financial Position. The net unrecognized tax benefits, if recognized, would increase the Company's income tax benefit and effective income tax benefit rate. Interest and penalties related to income tax liabilities are included in income tax expense. The Company recorded interest and penalties of $(0.3) million, $0.2 million and $0.2 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Judgment is required in evaluating the Company's uncertain tax positions and determining the Company's provision for income taxes. The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months. The Company is currently under income tax audit in both domestic and foreign jurisdictions. The Company is undergoing negotiations, and in some cases contested proceedings, relating to tax matters with the taxing authorities in these jurisdictions. The Company believes that it has provided adequate reserves related to all matters contained in the tax periods open to examination. Although the Company believes it has made adequate provisions for the uncertainties relating to these audits, if the Company should experience unfavorable outcomes, such outcomes could have a material impact on its results of operations, financial position and cash flows. The Company takes certain non-income tax positions in the jurisdictions in which it operates and has received certain non-income tax assessments from various jurisdictions. The Company believes that a material loss in these matters is not probable and that it is not reasonably possible that a material loss exceeding amounts already accrued has been incurred. The Company believes its positions in these non-income tax litigation matters are supportable and that it ultimately will prevail. In the normal course of business, the Company's positions and conclusions related to its non-income taxes could be challenged and assessments may be made. To the extent new information is obtained and the Company's views on its positions, probable outcomes of assessments, or litigation change, changes in estimates to the Company's accrued liabilities would be recorded in the period in which such a determination is made. In the resolution process for income tax and non-income tax audits, the Company may be required to provide collateral guarantees or indemnification to regulators and tax authorities until the matter is resolved. As of January 29, 2021, the Company is under audit with various state taxing authorities in which rulings related to the taxability of certain of our services are in appeals. See "Note 8 — Commitments and Contingencies, Customer-based Taxation Contingencies" for more information about loss contingencies. |
SELECTED FINANCIAL INFORMATION
SELECTED FINANCIAL INFORMATION | 12 Months Ended |
Jan. 29, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SELECTED FINANCIAL INFORMATION | SELECTED FINANCIAL INFORMATION The following table provides information on amounts included in accounts receivable, net, other current assets, property and equipment, net, accrued and other current liabilities, and other non-current liabilities as of January 29, 2021 and January 31, 2020. Consolidated January 29, 2021 January 31, 2020 (in thousands) Accounts receivable, net: Gross accounts receivable $ 112,835 $ 116,919 Allowance for credit losses (4,830) (5,121) Total $ 108,005 $ 111,798 Other current assets: Income tax receivable — 10,040 Prepaid maintenance and support agreements 7,898 8,425 Prepaid other 9,451 8,984 Total $ 17,349 $ 27,449 Property and equipment, net Computer equipment $ 53,321 $ 53,012 Leasehold improvements 25,449 25,087 Other equipment 2,957 2,956 Total property and equipment 81,727 81,055 Accumulated depreciation and amortization $ (64,584) $ (53,449) Total $ 17,143 $ 27,606 Other noncurrent assets Prepaid maintenance agreements 3,391 1,260 Deferred tax asset 2,168 1,633 Deferred commission and fulfillment costs 68,897 74,151 Other 1,537 1,548 Total $ 75,993 $ 78,592 Accrued and other current liabilities Compensation $ 63,181 $ 52,450 Related party payable, net 13,807 3,209 Other 32,146 43,196 Total $ 109,134 $ 98,855 Other non-current liabilities Deferred tax liabilities $ 37,403 $ 43,321 Other 13,786 7,079 Total $ 51,189 $ 50,400 The allocation between domestic and foreign net revenue is based on the location of the Company’s customers. Net revenue from any single foreign country did not constitute 10% or more of the Company’s net revenue during any of the periods presented. As of January 29, 2021 and January 31, 2020, net property and equipment in Romania represented 18% and 14%, respectively, of the Company's consolidated net property and equipment. The following tables present net revenue and property, plant and equipment allocated between the United States and international locations. The Company defines international revenue as revenue contracted through non-U.S. entities. Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 Net revenue United States $ 392,515 $ 412,511 $ 403,614 International 168,519 140,254 115,095 Total $ 561,034 $ 552,765 $ 518,709 January 29, 2021 January 31, 2020 Property and equipment, net United States $ 13,476 $ 22,772 International 3,667 4,834 Total $ 17,143 $ 27,606 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 29, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Allocated Expenses For the periods presented, Dell has provided various corporate services to Secureworks in the ordinary course of business. The costs of services provided to Secureworks by Dell are governed by a shared services agreement between Secureworks and Dell Inc. The total amounts of the charges under the shared services agreement with Dell were $4.0 million, $9.1 million and $3.7 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Management believes that the basis on which the expenses have been allocated is a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented. Related Party Arrangements For the periods presented, related party transactions and activities involving Dell Inc. and its wholly-owned subsidiaries were not always consummated on terms equivalent to those that would prevail in an arm’s-length transaction where conditions of competitive, free-market dealing may exist. The Company purchases computer equipment for internal use from Dell Inc. and its subsidiaries that is capitalized within property and equipment in the Consolidated Statements of Financial Position. These purchases were made at pricing that is intended to approximate arm's-length pricing. Purchases of computer equipment from Dell and EMC Corporation, a wholly-owned subsidiary of Dell that provides enterprise software and storage ("EMC"), totaled $0.8 million, $3.1 million and $2.7 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. EMC maintains a majority ownership interest in a subsidiary, VMware, Inc. (“VMware”), that provides cloud and virtualization software and services. The Company's purchases of annual maintenance services, software licenses and hardware systems for internal use from Dell, EMC and VMware totaled $2.8 million, $3.4 million and $1.2 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. The Company recognized revenue related to solutions provided to VMware that totaled $0.4 million as of January 29, 2021. In October 2019, VMware acquired Carbon Black Inc., a security business with which the Company had an existing commercial relationship. Purchases by the Company of solutions from Carbon Black totaled $5.5 million and $2.2 million for the fiscal years ended January 29, 2021 and January 31, 2020, respectively. The Company recognized no revenue related to security solutions provided to other subsidiaries of Dell Technologies, consisting of RSA Security LLC, Pivotal Software, Inc. and Boomi, Inc for the fiscal year ended January 29, 2021. The revenue recognized by the Company for security solutions provided to these entities totaled $0.1 million and $0.3 million for the fiscal years ended January 31, 2020 and February 1, 2019, respectively. Purchases by the Company from these other subsidiaries totaled $0.1 million, $0.1 million and $0.7 million during the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. The Company also recognized revenue related to solutions provided to significant beneficial owners of Secureworks common stock, which include Michael S. Dell, Chairman and Chief Executive Officer of Dell Technologies, and affiliates of Mr. Dell. The revenues recognized by the Company from solutions provided to Mr. Dell, MSD Capital, L.P. (a firm founded for the purposes of managing investments of Mr. Dell and his family), DFI Resources LLC, an entity affiliated with Mr. Dell, and the Michael and Susan Dell Foundation totaled $0.2 million, $0.4 million and $0.5 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. The Company provides solutions to certain customers whose legal contractual relationship has historically been with Dell rather than Secureworks, although the Company has the primary responsibility to provide the services. Effective on August 1, 2015, upon the creation of new subsidiaries to segregate some of the Company’s operations from Dell’s operations, as described in “Note 1—Description of the Business and Basis of Presentation,” many of such customer contracts were transferred from Dell to the Company, forming a direct legal contractual relationship between the Company and the end customer. For customers whose contracts have not yet been transferred or whose contracts were subsequently originated through Dell under a reseller agreement, the Company recognized revenues of approximately $59.1 million, $57.8 million and $59.0 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. In addition, as of January 29, 2021, the Company had approximately $1.8 million of contingent obligations to Dell related to outstanding performance bonds for certain customer contracts, which Dell issued on behalf of the Company. As the Company’s customer and on behalf of certain of its own customers, Dell also purchases solutions from the Company. Beginning in the third quarter of the fiscal year ended January 29, 2016, in connection with the effective date of the Company’s commercial agreements with Dell, the Company began charging Dell for these services at pricing that is intended to approximate arm’s-length pricing, in lieu of the prior cost recovery arrangement. Such revenues totaled approximately $18.6 million, $27.2 million and $16.6 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. As a result of the foregoing related party arrangements beginning in the third quarter of the fiscal year ended January 29, 2016, the Company has recorded the following related party balances in the Consolidated Statement of Financial Position as of January 29, 2021 and January 31, 2020: January 29, 2021 January 31, 2020 (in thousands) Related party payable (in accrued and other current liabilities) $ 13,807 $ 3,209 Accounts receivable from customers under reseller agreements with Dell (in accounts receivable, net) $ 15,625 $ 13,674 Net operating loss tax sharing (payable)/receivable under agreement with Dell (payable in accrued and other and receivable in other current assets) $ (667) $ 10,040 |
UNAUDITED QUARTERLY RESULTS OF
UNAUDITED QUARTERLY RESULTS OF OPERATIONS | 12 Months Ended |
Jan. 29, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED QUARTERLY RESULTS OF OPERATIONS | UNAUDITED QUARTERLY RESULTS OF OPERATIONS The following ta ble presents selected unaudited Statements of Operations for each quarter of fiscal 2021 and fiscal 2020. The statement has been prepared on a basis consistent with the accompanying Consolidated Financial Statements included in this Annual Report on Form 10-K and include, in the Company's opinion, all normal recurring adjustments necessary for the fair presentation of the financial information contained in those statements. The following quarterly financial data should be read in conjunction with the audited financial statements and the related notes included in this Annual Report on Form 10-K. Fiscal Year 2021 First Second Third Fourth Quarter Quarter Quarter Quarter Net revenue $ 141,181 $ 138,476 $ 141,641 $ 139,736 Gross margin $ 78,272 $ 78,576 $ 82,028 $ 79,991 Net loss $ (7,536) $ (1,227) $ (3,608) $ (9,531) Net loss per common share (basic and diluted) (1) $ (0.09) $ (0.02) $ (0.04) $ (0.12) Weighted-average common shares outstanding (basic and diluted) 80,938 81,417 81,474 81,602 (1) Basic and diluted net loss per common share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted net loss per common share amounts may not equal the annual basic and diluted net loss per common share amounts. Fiscal Year 2020 First Second Third Fourth Quarter Quarter Quarter Quarter Net revenue $ 132,842 $ 136,605 $ 141,332 $ 141,986 Gross margin $ 70,001 $ 73,010 $ 79,764 $ 77,194 Net loss $ (8,270) $ (10,260) $ (7,908) $ (5,228) Net loss income per common share (basic and diluted) (1) $ (0.10) $ (0.13) $ (0.10) $ (0.06) Weighted-average common shares outstanding (basic and diluted) 80,467 80,674 80,518 80,591 (1) Basic and diluted net loss per common share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted net loss per common share amounts may not equal the annual basic and diluted net loss per common share amounts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 29, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Effective as of March 26, 2020, SecureWorks, Inc., the Company's wholly-owned subsidiary, extended a revolving credit agreement with a wholly-owned subsidiary of Dell Inc. under which the Company has a $30 million senior unsecured revolving credit facility. This facility was scheduled to expire on March 26, 2021. Subsequent to the end of fiscal 2021, the revolving credit agreement was further amended and restated, effective as of March 25, 2021, to extend the maturity date to March 25, 2022 and to increase the annual rate at which interest accrues from the applicable LIBOR rate plus 1.30% to such rate plus 1.54%. Under the amended terms, if LIBOR is no longer published on a current basis and such circumstances are unlikely to be temporary, the facility will be amended to replace LIBOR with an alternate benchmark rate. The amended and restated revolving credit agreement otherwise has terms substantially similar to those of the facility before the amendment and restatement. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jan. 29, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Valuation and Qualifying Accounts Balance at Charged to Balance at Beginning Income Charged to End of Fiscal Year Description of Period Statement Allowance Period Trade Receivables: 2021 Allowance for credit losses $ 5,121 $ 1,810 $ (2,101) $ 4,830 2020 Allowance for credit losses $ 6,160 $ 3,099 $ (4,138) $ 5,121 2019 Allowance for credit losses $ 8,246 $ 2,356 $ (4,442) $ 6,160 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 29, 2021 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal YearThe Company’s fiscal year is the 52- or 53-week period ending on the Friday closest to January 31. The Company refers to the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, as fiscal 2021, fiscal 2020 and fiscal 2019, respectively. Fiscal 2021, fiscal 2020 and fiscal 2019 each consisted of 52 weeks. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Estimates are revised as additional information becomes available. In the Consolidated Statements of Operations, estimates are used when accounting for revenue arrangements, determining the cost of revenue, allocating cost and estimating the impact of contingencies. In the Consolidated Statements of Financial Position, estimates are used in determining the valuation and recoverability of assets, such as accounts receivables, inventories, fixed assets, goodwill and other identifiable intangible assets, and purchase price allocation for business combinations. Estimates are also used in determining the reported amounts of liabilities, such as taxes payable and the impact of contingencies. All estimates also impact the Consolidated Statements of Operations. Actual results could differ from these estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the COVID-19 pandemic. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and determined there was not a material impact to the Company's consolidated financial statements as of and for the twelve months ended January 29, 2021. As the COVID-19 pandemic continues to develop, many of the Company's estimates could require |
Cash and Cash Equivalents | Cash and Cash Equivalents. As of January 29, 2021 and January 31, 2020, cash and cash equivalents are comprised of cash held in bank accounts and money market funds. The cash and cash equivalents are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments. The money market funds are valued using quoted market prices and are included as Level 1 inputs. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable. Trade accounts receivable are recorded at the invoiced amount, net of allowances for credit losses. Accounts receivable are charged against the allowance for credit losses when deemed uncollectible. Management regularly reviews the adequacy of the allowance for credit losses by considering the age of each outstanding invoice, each customer’s expected ability to pay, and the collection history with each customer, when applicable, to determine whether a specific allowance is appropriate. As of January 29, 2021 and January 31, 2020, the allowance for credit losses was $4.8 million and $5.1 million, respectively. Unbilled accounts receivable included in accounts receivable, totaling $8.9 million and $11.2 million as of January 29, 2021 and January 31, 2020, respectively, relate to work that has been performed, though invoicing has not yet occurred. All of the unbilled receivables are expected to be billed and collected within the upcoming fiscal year. |
Fair Value Measurements | Fair Value Measurements. The Company measures fair value within the guidance of the three-level valuation hierarchy. This hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The categorization of a measurement within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their respective fair values due to their short-term nature. |
Inventories | Inventories. Inventories consist of finished goods, which include hardware devices such as servers, log retention devices and appliances that are sold in connection with the Company’s solutions offerings. Inventories are stated at lower of cost or net realizable value, with cost being determined on a first-in, first-out (FIFO) basis. |
Prepaid Maintenance and Support Agreements | Prepaid Maintenance and Support Agreements. Prepaid maintenance and support agreements represent amounts paid to third-party service providers for maintenance, support and software license agreements in connection with the Company’s obligations to provide maintenance and support services. The prepaid maintenance and support agreement balance is amortized on a straight-line basis over the contract term and is primarily recognized as a component of cost of revenue. Amounts that are expected to be amortized within one year are recorded in other current assets and the remaining balance is recorded in other non-current assets. |
Property and Equipment | Property and Equipment. Property and equipment are carried at depreciated cost. Depreciation is calculated using the straight-line method over the estimated economic lives of the assets, which range from two |
Leases | eases. The Company determines if any arrangement is, or contains, a lease at inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. Secureworks is the lessee in a lease contract when the Company obtains the right to control the asset. Operating leases are included in the line items operating lease right-of-use assets, net; accrued and other current liabilities; and operating lease liabilities, non-current in the consolidated statements of financial position. Leases with a lease term of 12 months or less at inception are not recorded in the consolidated statements of financial position and are expensed on a straight-line basis over the lease term in the consolidated statements of operations. The Company determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the Company's leases do not provide an implicit interest rate, Secureworks uses the Company's incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. When the Company's contracts contain lease and non-lease components, the Company accounts for both components as a single lease component. |
Intangible Assets Including Goodwill | Intangible Assets Including Goodwill. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are reviewed for impairment on a quarterly basis, or as potential triggering events are identified. Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis in the third fiscal quarter, or sooner if an indicator of impairment exists. The Company may elect to first assess qualitative factors to determine whether it is more likely than not (greater than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes the Company's consideration of relevant events and circumstances that would affect the Company's single reporting unit, including macroeconomic, industry, and market conditions, the Company's overall financial performance, and trends in the market price of the Company's Class A common stock. The Company will perform a quantitative impairment test by comparing the reporting unit’s carrying amount, including goodwill, to its fair value if any of the aforementioned qualitative factors indicate that it is more likely than not to be impaired. The Company may choose to perform the quantitative assessment periodically even if the qualitative assessment does not require the Company to do so. For the Company's goodwill and indefinite-lived intangible assets, if the carrying amount determined through the quantitative analysis exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The company performed a quantitative assessment during fiscal 2021 largely due to the unique macroeconomic factors caused by the COVID-19 pandemic and concluded based on the Company's quantitative assessment that the reporting unit's fair value was in excess of its carrying amount. The assumptions used in the quantitative model to test impairment are consistent with those which the Company believes hypothetical marketplace participants (market approach) would use. The Company has determined that it has a single goodwill reporting unit, and, accordingly, for the quantitative analysis, the Company compared the fair value of this goodwill reporting unit to its carrying value. The Company also performed a quantitative assessment for its trade name intangible asset during fiscal 2021 using the royalty savings method. The assumptions used in the model value the intangible asset by estimating the cost of royalties saved through its ownership rather than paying a rent or royalty to another party for the use of the asset. Upon performing each of the aforementioned quantitative assessments for goodwill and the trade name intangible asset, it was determined that no impairment existed at the Company's test date of November 1, 2020. Subsequently, no events occurred through January 29, 2021 year end that would indicate an impairment exists. |
Revenue Recognition | Deferred Commissions and Deferred Fulfillment Costs. The Company accounts for both costs to obtain a contract for a customer, which are defined as costs that the Company would not have incurred if the contract had not been obtained, and costs to fulfill a contract by capitalizing and systematically amortizing the assets on a basis that is consistent with the transfer to the customer of the goods or services to which the assets relate. These costs generate or enhance resources used in satisfying performance obligations that directly relate to contracts. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the incremental costs of obtaining contracts that the Company otherwise would have recognized is one year or less. The Company’s customer acquisition costs are primarily attributable to sales commissions and related fringe benefits earned by the Company's sales force and such costs are considered incremental costs to obtain a contract. Sales commissions for initial contracts are deferred and amortized taking into consideration the pattern of transfer to which assets relate and may include expected renewal periods where renewal commissions are not commensurate with the initial commission period. The Company recognizes the deferred commissions on a straight-line basis over the life of the customer relationship (estimated to be six years) in sales and marketing expenses. These assets are classified as non-current and included in other non-current assets in the Consolidated Statements of Financial Position. As of January 29, 2021 and January 31, 2020, the amount of deferred commissions included in other non-current assets was $57.9 million and $62.8 million, respectively. Additionally, the Company incurs certain costs to install and activate hardware and software used in its managed security services, primarily related to a portion of the compensation for the personnel who perform the installation activities. The Company makes judgments regarding the fulfillment costs to be capitalized. Specifically, the Company capitalizes direct labor Professional services consist primarily of fixed-fee and retainer-based contracts. Revenue from these engagements is recognized using an input method over the contract term. The Company reports revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on, and concurrently with, specific revenue-producing transactions. The Company recognizes revenue when all of the following criteria are met: • Identification of the contract, or contracts, with a customer— A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) payment terms can be identified and collection of substantially all consideration to which the Company will be entitled in exchange for goods or services that will be transferred is deemed probable based on the customer's intent and ability to pay. Contracts entered into for professional services and subscription-based solutions near or at the same time are generally not combined as a single contract for accounting purposes, since neither the pricing nor the services are interrelated. • Identification of the performance obligations in the contract— Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. When promised goods or services are incapable of being distinct, the Company accounts for them as a combined performance obligation. With regard to a typical contract for subscription-based managed security services, the performance obligation represents a series of distinct services that will be accounted for as a single performance obligation. For a typical contract that includes subscription-based SaaS applications, each is generally considered to be distinct and accounted for as separate performance obligations. In a typical professional services contract, Secureworks has a separate performance obligation associated with each service. The Company generally acts as a principal when delivering either the subscription-based solutions or the professional services arrangement and, thus, recognizes revenue on a gross basis. • Determination of the transaction price— The total transaction price is primarily fixed in nature as the consideration is tied to the specific services purchased by the customer, which constitutes a series for delivery of the solutions over the duration of the contract for the Company's subscription services. For professional services contracts, variable consideration exists in the form of rescheduling penalties and expense reimbursements; no estimation is required at contract inception, since variable consideration is allocated to the applicable period. • Allocation of the transaction price to the performance obligations in the contract— The Company allocates the transaction price to each performance obligation based on the performance obligation's standalone selling price. Standalone selling price is determined by considering all information available to the Company, such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations. • Recognition of revenue when, or as, the Company satisfies performance obligation— The Company recognizes revenue over time on a ratable recognition basis using a time-elapsed output method to measure progress for all subscription-based performance obligations, including managed security services and SaaS applications, over the contract term. For any upgraded installation services, which the Company has determined represent a performance obligation separate from its subscription-based arrangements, revenue is recognized over time using hours elapsed over the service term as an appropriate method to measure progress. For the performance obligation pertaining to professional services arrangements, the Company recognizes revenue over time using an input method based on time (hours or days) incurred to measure progress over the contract term. As indicated above, the Company has one primary business activity, which is to provide customers with technology-driven information security solutions. The Company's chief operating decision maker, who is the Chief Executive Officer, makes operating decisions, assesses performance, and allocates resources on a consolidated basis. There are no segment managers who are held accountable for operations and operating results below the consolidated unit level. Accordingly, the Company is considered to be in a single reportable segment and operating unit structure. The following table presents revenue by service type (in thousands): January 29, 2021 January 31, 2020 February 1, 2019 Managed Security Services revenue $ 395,788 $ 417,268 $ 396,130 Taegis SaaS revenue 32,149 2,221 — Security and Risk Consulting revenue 133,097 133,276 122,579 Total revenue $ 561,034 $ 552,765 $ 518,709 Deferred Revenue (Contract Liabilities). Deferred revenue represents amounts contractually billed to customers or payments received from customers for which revenue has not yet been recognized. Deferred revenue that is expected to be recognized as revenue within one year is recorded as short-term deferred revenue and the remaining portion is recorded as long-term deferred revenue. The Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing its solutions, not to receive financing from customers or to provide customers with financing. Examples of such terms include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Cost of Revenue. Cost of revenue consists primarily of compensation and related expenses, including salaries, benefits and performance-based compensation for employees who maintain the Counter Threat Platform and provide support services to customers, as well as perform other critical functions. Other expenses include depreciation of equipment and costs associated with maintenance agreements for hardware provided to customers as part of their subscription-based solutions. In addition, cost of revenue includes amortization of technology licensing fees, fees paid to contractors who supplement or support solutions offerings, maintenance fees and overhead allocations. |
Foreign Currency Translation | Foreign Currency Translation. During the periods presented, Secureworks primarily operated in the United States. For the majority of the Company’s international businesses, the Company has determined that the functional currency of those subsidiaries is the local currency. Accordingly, assets and liabilities for these entities are translated at current rates of exchange in effect at the balance sheet date. Revenue and expenses from these international subsidiaries are translated using the monthly average exchange rates in effect for the period in which the items occur. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss, while foreign currency transaction gains and losses are recognized in the Consolidated Statements of Operations within interest and other, net. |
Research and Development Costs | Research and Development Costs. Research and development costs are expensed as incurred. Research and development expenses include compensation and related expenses for the continued development of solutions offerings, including a portion of expenses related to the threat research team, which focuses on the identification of system vulnerabilities, data forensics and malware analysis and product management. In addition, expenses related to the development and prototype of new solutions offerings also are included in research and development costs, as well as allocated overhead. The Company’s solutions offerings have generally been developed internally. |
Sales and Marketing, General and Administrative | Sales and Marketing. Sales and marketing expense consists of compensation and related expenses, that include salaries, benefits, and performance-based compensation (including sales commissions and related expenses for sales and marketing personnel), marketing and advertising programs, such as lead generation, customer advocacy events, other brand-building expenses and allocated overhead. Advertising costs are expensed as incurred and were $19.2 million, $13.3 million and $12.6 million for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. General, and Administrative. General and administrative expense primarily includes the costs of human resources and recruiting, finance and accounting, legal support, management information systems and information security systems, facilities management and other administrative functions, offset by allocations of information technology and facilities costs to other functions. |
Software Development Costs | Software Development Costs. Qualifying software costs developed for internal use are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. In order to expedite delivery of the Company’s security solutions, the application stage typically commences before the preliminary development stage is completed. Accordingly, no significant software development costs have been capitalized during any period presented. The Company capitalizes development costs incurred for software and applications to be sold, leased or otherwise marketed after technological feasibility of the software or application is established. Under the Company’s current practice of developing new software, the technological feasibility of the underlying software or application is not established until substantially all product development and testing is complete, which generally includes the development of a working model. Software development costs that have been capitalized to date have been insignificant. |
Income Taxes | Income Taxes. Current income tax expense is the amount of income taxes expected to be payable for the current year. Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statement of Operations in the period that includes the enactment date. The Company calculates a provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized by identifying the temporary differences arising from the different treatment of items for tax and accounting purposes. The Company accounts for the tax impact of including Global Intangible Low Tax Income (“GILTI”) in U.S. taxable income as a period cost. The Company provides valuation allowances for deferred tax assets, where appropriate. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction, including past operating results, estimates of future taxable income, and the feasibility of ongoing tax planning strategies. In the event the Company determines all or part of the net deferred tax assets are not realizable in the future, it will make an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made. The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s administrative practices and precedents. During the periods presented in the financial statements, the Company did not file separate federal tax returns, as the Company was generally included in the tax grouping of other Dell entities within the respective entity’s tax jurisdiction. The income tax benefit has been calculated using the separate return method, modified to apply the benefits for loss approach. Under the benefits for loss approach, net operating losses or other tax attributes are characterized as realized or as realizable by the Company when those attributes are utilized or expected to be utilized by other members of the Dell consolidated group. |
Stock-Based Compensation | Stock-Based Compensation. The Company’s compensation programs include grants under the SecureWorks Corp. 2016 Long-Term Incentive Plan and, prior to the IPO date, grants under share-based payment plans of Dell Technologies. Under the plans, the Company, and prior to the IPO, Dell Technologies, have granted stock options, restricted stock awards and restricted stock units. Compensation expense related to stock-based transactions is measured and recognized in the financial statements based on grant date fair value. Fair value for restricted stock awards and restricted stock units under the Company’s plan is based on the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the day of the grant. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and a single option award approach. This model requires that at the date of grant the Company must determine the fair value of the underlying Class A common stock, the expected term of the award, the expected volatility, risk-free interest rates and expected dividend yield. The Company's annual grant of restricted stock and restricted stock units issued during the fiscal year ended January 29, 2021 vest over an average service period of three years and approximately 15% of such awards are subject to performance conditions. Stock-based compensation expense with respect to service-based awards is adjusted for forfeitures, and recognized using a straight-line basis over the requisite service periods of the awards, which is generally three |
Loss Contingencies | Loss Contingencies. Secureworks is subject to the possibility of various losses arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted and whether new accruals are required. See “Note 8–Commitments and Contingencies” for more information about loss contingencies. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Debt — The Company adopted Accounting Standard Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions, subject to meeting certain criteria, that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was effective for the Company beginning on March 12, 2020 and the Company will apply the amendments prospectively through December 31, 2022. There was no impact to the Company's consolidated financial statements as a result of adopting this standard update. Intangibles - Goodwill and Other - Internal-Use Software —The Company adopted ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," effective February 1, 2020. ASU 2018-15 aligns the requirements for capitalizing implementation costs in such cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The adoption of the standard had no material impact on the consolidated financial statements. Intangibles - Goodwill and Other —The Company adopted ASU No. 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," effective February 1, 2020. ASU 2017-04 eliminates Step 2 of the goodwill impairment test, which required the Company to determine the implied fair value of goodwill by allocating the reporting unit's fair value to each of its assets and liabilities as if the reporting unit was acquired in a business acquisition. The updated guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting unit's fair value, with the loss not exceeding the total amount of goodwill allocated to that reporting unit. The adoption of the standard had no impact on the consolidated financial statements. Financial Instruments - Credit Losses —The Company adopted ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," effective February 1, 2020. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of the standard had no material impact on the consolidated financial statements. Under the new standard, the Company assesses its allowance for credit losses on trade receivables by taking into consideration forecasts of future economic conditions, information about past events, such as its historical trend of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. The allowance for credit losses on trade receivables is recorded in operating expenses in the Company's Consolidated Statement of Operations. Recently Issued Accounting Pronouncements |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by service type (in thousands): January 29, 2021 January 31, 2020 February 1, 2019 Managed Security Services revenue $ 395,788 $ 417,268 $ 396,130 Taegis SaaS revenue 32,149 2,221 — Security and Risk Consulting revenue 133,097 133,276 122,579 Total revenue $ 561,034 $ 552,765 $ 518,709 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following table summarizes the allocation of the aggregate purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands), which has now been completed as of January 29, 2021: Total Purchase Price Allocation for Acquisitions Assets acquired: Cash and cash equivalents $ 343 Accounts and notes receivable 101 Other current assets 608 Intangibles 6,200 Total identifiable assets 7,252 Goodwill 9,108 Total assets acquired 16,360 Liabilities assumed: Accounts payable 28 Accrued and other liabilities 688 Non-current liabilities 220 Total liabilities assumed 936 Purchase consideration $ 15,424 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Common Share | The following table sets forth the computation of loss per common share (in thousands, except per share amounts): Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 Numerator: Net loss $ (21,902) $ (31,666) $ (39,101) Denominator: Weighted-average number of shares outstanding: Basic and Diluted 81,358 80,563 80,710 Loss per common share: Basic and Diluted $ (0.27) $ (0.39) $ (0.48) Weighted-average anti-dilutive stock options, non-vested restricted stock and restricted stock units 6,347 5,826 5,966 |
CONTRACT BALANCES AND CONTRAC_2
CONTRACT BALANCES AND CONTRACT COSTS (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | Changes to the Company's deferred revenue during the fiscal years ended January 29, 2021 and January 31, 2020 are as follows (in thousands): As of January 31, 2020 Upfront payments received and billings during the fiscal year ended January 29, 2021 Revenue recognized during the fiscal year ended January 29, 2021 As of January 29, 2021 Deferred revenue $ 188,537 $ 250,257 $ (260,767) $ 178,027 As of February 1, 2019 Upfront payments received and billings during the fiscal year ended January 31, 2020 Revenue recognized during the fiscal year ended January 31, 2020 As of January 31, 2020 Deferred revenue $ 173,929 $ 249,215 $ (234,607) $ 188,537 |
Expected Timing to Recognize Remaining Performance Obligation | As of January 29, 2021, the Company expects to recognize remaining performance obligations as follows (in thousands): Total Expected to be recognized in the next 12 months Expected to be recognized in 12-24 months Expected to be recognized in 24-36 months Expected to be recognized thereafter Performance obligation - active $ 287,606 $ 163,883 $ 83,947 $ 30,771 $ 9,005 Performance obligation - backlog 21,773 6,865 6,859 5,898 2,151 Total $ 309,379 $ 170,748 $ 90,806 $ 36,669 $ 11,156 |
Schedule of Deferred Commissions and Fulfillment Costs | Changes in the balance of total deferred commission and total deferred fulfillment costs during the fiscal years ended January 29, 2021 and January 31, 2020 are as follows (in thousands): As of January 31, 2020 Amount capitalized Amount expensed As of January 29, 2021 Deferred commissions $ 62,785 $ 16,376 $ (21,273) $ 57,888 Deferred fulfillment costs 11,366 5,342 (5,699) 11,009 As of February 1, 2019 Amount capitalized Amount expensed As of January 31, 2020 Deferred commissions $ 62,895 $ 19,053 $ (19,163) $ 62,785 Deferred fulfillment costs 10,973 5,921 (5,528) 11,366 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The Company's intangible assets at January 29, 2021 and January 31, 2020 were as follows: January 29, 2021 January 31, 2020 Gross Accumulated Net Gross Accumulated Net (in thousands) Customer relationships $ 189,518 $ (105,341) $ 84,177 $ 189,518 $ (91,246) $ 98,272 Technology 143,821 (100,296) 43,525 137,371 (85,709) 51,662 Finite-lived intangible assets 333,339 (205,637) 127,702 326,889 (176,955) 149,934 Trade name 30,118 — 30,118 30,118 — 30,118 Total intangible assets $ 363,457 $ (205,637) $ 157,820 $ 357,007 $ (176,955) $ 180,052 |
Schedule of Finite-Lived Intangible Assets | The Company's intangible assets at January 29, 2021 and January 31, 2020 were as follows: January 29, 2021 January 31, 2020 Gross Accumulated Net Gross Accumulated Net (in thousands) Customer relationships $ 189,518 $ (105,341) $ 84,177 $ 189,518 $ (91,246) $ 98,272 Technology 143,821 (100,296) 43,525 137,371 (85,709) 51,662 Finite-lived intangible assets 333,339 (205,637) 127,702 326,889 (176,955) 149,934 Trade name 30,118 — 30,118 30,118 — 30,118 Total intangible assets $ 363,457 $ (205,637) $ 157,820 $ 357,007 $ (176,955) $ 180,052 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future pre-tax amortization expense of finite-lived intangible assets as of January 29, 2021 over the next five years and thereafter is as follow (in thousands): Fiscal Years Ending January 29, 2021 2022 $ 29,372 2023 29,170 2024 24,524 2025 15,128 2026 15,128 Thereafter 14,380 Total $ 127,702 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of January 29, 2021, the purchase obligations (in thousands) are as follows: Payments Due For Purchase Fiscal Years Ending Obligations Total 2022 $ 4,923 $ 4,923 2023 3,508 3,508 2024 1,230 1,230 2025 — — 2026 — — 2027 and beyond — — Total $ 9,661 $ 9,661 (1) Reflects purchase obligations of annual maintenance services for hardware systems for internal use from a related party. See also “Note 14—Related Party Transactions.” |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Leases [Abstract] | |
Weighted-Average Information Associated with Remaining Operating Lease Obligations | Weighted-average information associated with the measurement of the Company’s remaining operating lease obligations is as follows: January 29, 2021 Weighted-average remaining lease term 5.1 years Weighted-average discount rate 5.33 % |
Maturities of Operating Lease Liabilities | The following table summarizes the maturity of the Company's operating lease liabilities as of January 29, 2021 (in thousands): Fiscal Years Ending January 29, 2021 2022 $ 6,973 2023 6,440 2024 6,093 2025 5,263 2026 4,616 Thereafter 4,148 Total operating lease payments $ 33,533 Less imputed interest (4,223) Total operating lease liabilities $ 29,310 |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity and options outstanding and exercisable for the fiscal years ended, and as of, January 29, 2021, January 31, 2020 and February 1, 2019. Number Weighted- Weighted- Weighted-Average Grant date Fair Value Per Share Aggregate Intrinsic Value 1 (in thousands) Balance, February 2, 2018 2,525,102 $ 14.00 Granted — — Exercised (9,826) 14.00 Canceled, expired or forfeited (27,514) 14.00 Balance, February 1, 2019 2,487,762 $ 14.00 Granted — — Exercised (94,826) 14.00 Canceled, expired or forfeited (144,939) 14.00 Balance, January 31, 2020 2,247,997 $ 14.00 Granted — — Exercised (104,921) 14.00 Canceled, expired or forfeited (367,511) 14.00 Balance, January 29, 2021 1,775,565 $ 14.00 5.2 $ 6.01 $ — Options vested and expected to vest, January 29, 2021 1,775,565 $ 14.00 5.2 $ 6.01 $ — Options exercisable, January 29, 2021 1,597,728 $ 14.00 5.2 $ 6.02 $ — (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the Company's closing share price of $13.84 as reported on the Nasdaq Global Select Market on January 29, 2021, that would have been received by the option holders had all in-the-money options been exercised as of that date. |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes activity for restricted stock and restricted stock units for the fiscal years ended, and as of, January 29, 2021, January 31, 2020 and February 1, 2019. Number Weighted- Weighted- Aggregate Intrinsic Value 1 (in thousands) Balance, February 2, 2018 2,319,559 $ 12.16 Granted 2,274,508 9.78 Vested (793,723) 11.99 Forfeited (453,866) 10.69 Balance, February 1, 2019 3,346,478 $ 10.84 Granted 2,087,872 16.93 Vested (1,282,743) 11.10 Forfeited (1,088,990) 12.44 Balance, January 31, 2020 3,062,617 $ 14.32 Granted 3,334,932 11.60 Vested (1,441,689) 13.51 Forfeited (442,767) 13.11 Balance, January 29, 2021 4,513,093 $ 12.68 1.1 $ 62,461 Restricted stock and restricted stock units expected to vest, January 29, 2021 3,958,235 $ 12.68 1.3 $ 54,782 (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on the Company's closing share price of $13.84 as reported on the Nasdaq Global Select Market on January 29, 2021, that would have been received by the restricted stock and restricted stock unit holders had all restricted stock and restricted stock units been issued as of that date. |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the classification of stock-based compensation expense related to stock options, restricted stock and restricted stock units for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019. Fiscal Year Ended January 29, January 31, February 1, (in thousands) Cost of revenue $ 1,346 $ 1,206 $ 780 Research and development 4,410 4,280 4,133 Sales and marketing 3,676 1,694 2,652 General and administrative 14,982 12,368 11,805 Total stock-based compensation expense $ 24,414 $ 19,548 $ 19,370 |
INCOME AND OTHER TAXES (Tables)
INCOME AND OTHER TAXES (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation | The Company’s loss before income taxes and income tax benefit (in thousands) and effective income tax rate for the fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 were as follows: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 Loss before income taxes $ (31,801) $ (51,324) $ (45,954) Income tax benefit $ (9,899) $ (19,658) $ (6,853) Effective tax rate 31.1 % 38.3 % 14.9 % A reconciliation of the Company's benefit from income taxes to the statutory U.S. federal tax rate is as follows: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Impact of foreign operations (2.3) 0.5 0.2 State income taxes, net of federal tax benefit 8.9 3.2 3.2 Research and development credits 7.2 6.5 4.4 Nondeductible/nontaxable items (3.0) (0.6) (4.0) U.S. Tax Reform — 2.3 (9.4) Stock-based compensation (0.7) 5.4 (0.5) Total 31.1 % 38.3 % 14.9 % |
Components of Income Tax Benefits | The benefit for income taxes consists of the following: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in thousands) Current: Federal $ 1,543 $ (8,135) $ (527) State/Local (3,755) (895) (421) Foreign 1,906 1,918 1,274 Current (306) (7,112) 326 Deferred: Federal (9,345) (10,367) (5,930) State/Local 137 (931) (1,132) Foreign (385) (1,248) (117) Deferred (9,593) (12,546) (7,179) Income tax benefit $ (9,899) $ (19,658) $ (6,853) |
Loss Before Provision For Income Taxes | Loss before provision for income taxes consists of the following: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in thousands) Domestic $ (35,064) $ (55,800) $ (47,523) Foreign 3,263 4,476 1,569 Loss before income taxes $ (31,801) $ (51,324) $ (45,954) |
Components of Deferred Tax Assets | The components of the Company's net deferred tax balances are as follows: January 29, 2021 January 31, 2020 (in thousands) Deferred tax assets: Deferred revenue $ 1,925 $ 2,743 Provision for credit losses 856 1,056 Credit carryforwards 3,278 5,796 Loss carryforwards 5,459 6,673 Stock-based and deferred compensation 8,163 9,249 Lease right-of-use asset 5,357 5,829 CARES Act payroll deferral 1,617 — Other 3,464 2,135 Deferred tax assets 30,119 33,481 Valuation allowance (5,285) (4,613) Deferred tax assets, net of valuation allowance 24,834 28,868 Deferred tax liabilities: Property and equipment (1,519) (3,733) Purchased intangible assets (38,318) (44,444) Operating and compensation related accruals (14,572) (16,723) Lease liability (3,862) (4,589) Other (1,727) (1,067) Deferred tax liabilities (59,998) (70,556) Net deferred tax liabilities $ (35,164) $ (41,688) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the Company's beginning and ending amount of unrecognized tax benefits is as follows: Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 (in thousands) Beginning unrecognized tax benefits $ 6,134 $ 7,285 $ 763 Increases related to tax positions of the current year 21 27 1,204 Increases related to tax position of prior years — 13 5,589 Reductions for tax positions of prior years (7) (1,191) (271) Ending unrecognized tax benefits $ 6,148 $ 6,134 $ 7,285 |
SELECTED FINANCIAL INFORMATION
SELECTED FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Long-Lived Assets, Other Assets and Other Liabilities | The following table provides information on amounts included in accounts receivable, net, other current assets, property and equipment, net, accrued and other current liabilities, and other non-current liabilities as of January 29, 2021 and January 31, 2020. Consolidated January 29, 2021 January 31, 2020 (in thousands) Accounts receivable, net: Gross accounts receivable $ 112,835 $ 116,919 Allowance for credit losses (4,830) (5,121) Total $ 108,005 $ 111,798 Other current assets: Income tax receivable — 10,040 Prepaid maintenance and support agreements 7,898 8,425 Prepaid other 9,451 8,984 Total $ 17,349 $ 27,449 Property and equipment, net Computer equipment $ 53,321 $ 53,012 Leasehold improvements 25,449 25,087 Other equipment 2,957 2,956 Total property and equipment 81,727 81,055 Accumulated depreciation and amortization $ (64,584) $ (53,449) Total $ 17,143 $ 27,606 Other noncurrent assets Prepaid maintenance agreements 3,391 1,260 Deferred tax asset 2,168 1,633 Deferred commission and fulfillment costs 68,897 74,151 Other 1,537 1,548 Total $ 75,993 $ 78,592 Accrued and other current liabilities Compensation $ 63,181 $ 52,450 Related party payable, net 13,807 3,209 Other 32,146 43,196 Total $ 109,134 $ 98,855 Other non-current liabilities Deferred tax liabilities $ 37,403 $ 43,321 Other 13,786 7,079 Total $ 51,189 $ 50,400 |
Net Revenue And Property, Plant, And Equipment | The following tables present net revenue and property, plant and equipment allocated between the United States and international locations. The Company defines international revenue as revenue contracted through non-U.S. entities. Fiscal Year Ended January 29, 2021 January 31, 2020 February 1, 2019 Net revenue United States $ 392,515 $ 412,511 $ 403,614 International 168,519 140,254 115,095 Total $ 561,034 $ 552,765 $ 518,709 January 29, 2021 January 31, 2020 Property and equipment, net United States $ 13,476 $ 22,772 International 3,667 4,834 Total $ 17,143 $ 27,606 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | As a result of the foregoing related party arrangements beginning in the third quarter of the fiscal year ended January 29, 2016, the Company has recorded the following related party balances in the Consolidated Statement of Financial Position as of January 29, 2021 and January 31, 2020: January 29, 2021 January 31, 2020 (in thousands) Related party payable (in accrued and other current liabilities) $ 13,807 $ 3,209 Accounts receivable from customers under reseller agreements with Dell (in accounts receivable, net) $ 15,625 $ 13,674 Net operating loss tax sharing (payable)/receivable under agreement with Dell (payable in accrued and other and receivable in other current assets) $ (667) $ 10,040 |
UNAUDITED QUARTERLY RESULTS O_2
UNAUDITED QUARTERLY RESULTS OF OPERATIONS (Tables) | 12 Months Ended |
Jan. 29, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following ta ble presents selected unaudited Statements of Operations for each quarter of fiscal 2021 and fiscal 2020. The statement has been prepared on a basis consistent with the accompanying Consolidated Financial Statements included in this Annual Report on Form 10-K and include, in the Company's opinion, all normal recurring adjustments necessary for the fair presentation of the financial information contained in those statements. The following quarterly financial data should be read in conjunction with the audited financial statements and the related notes included in this Annual Report on Form 10-K. Fiscal Year 2021 First Second Third Fourth Quarter Quarter Quarter Quarter Net revenue $ 141,181 $ 138,476 $ 141,641 $ 139,736 Gross margin $ 78,272 $ 78,576 $ 82,028 $ 79,991 Net loss $ (7,536) $ (1,227) $ (3,608) $ (9,531) Net loss per common share (basic and diluted) (1) $ (0.09) $ (0.02) $ (0.04) $ (0.12) Weighted-average common shares outstanding (basic and diluted) 80,938 81,417 81,474 81,602 (1) Basic and diluted net loss per common share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted net loss per common share amounts may not equal the annual basic and diluted net loss per common share amounts. Fiscal Year 2020 First Second Third Fourth Quarter Quarter Quarter Quarter Net revenue $ 132,842 $ 136,605 $ 141,332 $ 141,986 Gross margin $ 70,001 $ 73,010 $ 79,764 $ 77,194 Net loss $ (8,270) $ (10,260) $ (7,908) $ (5,228) Net loss income per common share (basic and diluted) (1) $ (0.10) $ (0.13) $ (0.10) $ (0.06) Weighted-average common shares outstanding (basic and diluted) 80,467 80,674 80,518 80,591 (1) Basic and diluted net loss per common share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted net loss per common share amounts may not equal the annual basic and diluted net loss per common share amounts. |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Jan. 29, 2021segment | |
Class of Stock [Line Items] | |
Number of reportable segments | 1 |
IPO | Denali | |
Class of Stock [Line Items] | |
Percent of outstanding shares owned | 84.90% |
Percent of voting interests owned | 98.30% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | Apr. 27, 2016 | Jan. 29, 2021USD ($)segment | Jan. 31, 2020USD ($) | Feb. 01, 2019USD ($) | Nov. 01, 2019 | Aug. 02, 2019 | Feb. 02, 2019USD ($) |
Property and equipment, net | |||||||
Investment in money market funds | $ 85,800 | $ 100,500 | |||||
Allowance for doubtful accounts | 4,800 | 5,100 | |||||
Unbilled accounts receivable | 8,900 | 11,200 | |||||
Depreciation | 12,900 | 14,700 | $ 13,500 | ||||
Operating lease right-of-use assets, net | 22,330 | 23,463 | |||||
Total operating lease liabilities | 29,310 | ||||||
Foreign currency transaction gains (losses) | $ 1,485 | (270) | 1,818 | ||||
Number of reportable segments | segment | 1 | ||||||
Number of operating segments | segment | 1 | ||||||
Advertising expenses | $ 19,200 | $ 13,300 | $ 12,600 | ||||
ASU 2016-02 | |||||||
Property and equipment, net | |||||||
Operating lease right-of-use assets, net | $ 28,000 | ||||||
Total operating lease liabilities | $ 31,800 | ||||||
Restricted Stock and Restricted Stock Units | |||||||
Property and equipment, net | |||||||
Vesting period | 4 years | 3 years | 3 years | 3 years | |||
Awards subject to performance conditions | 15.00% | 50.00% | 50.00% | ||||
Weighted-average remaining requisite period | 2 years 1 month 6 days | ||||||
Deferred commissions | |||||||
Property and equipment, net | |||||||
Amortization period | 6 years | 6 years | 7 years | ||||
Contract contract costs | $ 57,888 | $ 62,785 | $ 62,895 | ||||
Deferred fulfillment costs | |||||||
Property and equipment, net | |||||||
Amortization period | 4 years | ||||||
Contract contract costs | $ 11,009 | $ 11,366 | $ 10,973 | ||||
Minimum | |||||||
Property and equipment, net | |||||||
Useful life | 2 years | ||||||
Weighted-average remaining requisite period | 3 years | ||||||
Maximum | |||||||
Property and equipment, net | |||||||
Useful life | 5 years | ||||||
Weighted-average remaining requisite period | 4 years | ||||||
Leasehold Improvements | Maximum | |||||||
Property and equipment, net | |||||||
Useful life | 5 years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2021 | Oct. 30, 2020 | Jul. 31, 2020 | May 01, 2020 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | May 03, 2019 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 139,736 | $ 141,641 | $ 138,476 | $ 141,181 | $ 141,986 | $ 141,332 | $ 136,605 | $ 132,842 | $ 561,034 | $ 552,765 | $ 518,709 |
Managed Security Services revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 395,788 | 417,268 | 396,130 | ||||||||
Taegis SaaS revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | 32,149 | 2,221 | 0 | ||||||||
Security and Risk Consulting revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenue | $ 133,097 | $ 133,276 | $ 122,579 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | Sep. 21, 2020 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 |
Business Acquisition [Line Items] | ||||
Acquisition of business, net of cash acquired | $ 15,081 | $ 0 | $ 0 | |
Delve Laboratories, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of business acquired | 100.00% | |||
Acquisition of business, net of cash acquired | $ 15,400 | |||
Goodwill, expected tax deductible amount | 9,100 | |||
Transaction costs | $ 600 | |||
Delve Laboratories, Inc. | Technology | ||||
Business Acquisition [Line Items] | ||||
technology-based intangible assets, useful life | 6 years |
BUSINESS COMBINATIONS - Allocat
BUSINESS COMBINATIONS - Allocation of the Aggregate Purchase Price of Acquisition (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Jan. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 425,861 | $ 416,487 |
Delve Laboratories, Inc. | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 343 | |
Accounts and notes receivable | 101 | |
Other current assets | 608 | |
Intangibles | 6,200 | |
Total identifiable assets | 7,252 | |
Goodwill | 9,108 | |
Total assets acquired | 16,360 | |
Accounts payable | 28 | |
Accrued and other liabilities | 688 | |
Non-current liabilities | 220 | |
Total liabilities assumed | 936 | |
Purchase consideration | $ 15,424 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2021 | Oct. 30, 2020 | Jul. 31, 2020 | May 01, 2020 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | May 03, 2019 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Numerator: | |||||||||||
Net loss | $ (9,531) | $ (3,608) | $ (1,227) | $ (7,536) | $ (5,228) | $ (7,908) | $ (10,260) | $ (8,270) | $ (21,902) | $ (31,666) | $ (39,101) |
Denominator: | |||||||||||
Weighted average number of shares outstanding, basic and diluted (in shares) | 81,602 | 81,474 | 81,417 | 80,938 | 80,591 | 80,518 | 80,674 | 80,467 | 81,358 | 80,563 | 80,710 |
Loss per common share: | |||||||||||
Loss per common share, basic and diluted (usd per share) | $ (0.12) | $ (40) | $ (20) | $ (90) | $ (0.06) | $ (0.10) | $ (0.13) | $ (0.10) | $ (0.27) | $ (0.39) | $ (0.48) |
Weighted-average anti-dilutive stock options, non-vested restricted stock and restricted stock units (in shares) | 6,347 | 5,826 | 5,966 |
CONTRACT BALANCES AND CONTRAC_3
CONTRACT BALANCES AND CONTRACT COSTS - Narrative (Details) | 12 Months Ended |
Jan. 29, 2021performance_obligation | |
Disaggregation of Revenue [Line Items] | |
Deferred revenue billed in advance, percent | 57.00% |
Deferred revenue billed monthly or quarterly, percent | 43.00% |
Number of elements performance obligation is comprised of | 2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | |
Disaggregation of Revenue [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | Managed Security Services revenue | |
Disaggregation of Revenue [Line Items] | |
Performance obligation period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | Security and Risk Consulting revenue | |
Disaggregation of Revenue [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | |
Disaggregation of Revenue [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | |
Disaggregation of Revenue [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | |
Disaggregation of Revenue [Line Items] | |
Performance obligation period |
CONTRACT BALANCES AND CONTRAC_4
CONTRACT BALANCES AND CONTRACT COSTS - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2021 | Jan. 31, 2020 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Deferred revenue, Beginning of period | $ 188,537 | $ 173,929 |
Deferred revenue, upfront payments received and billings | 250,257 | 249,215 |
Deferred revenue, revenue recognition | (260,767) | (234,607) |
Deferred revenue, End of period | $ 178,027 | $ 188,537 |
CONTRACT BALANCES AND CONTRAC_5
CONTRACT BALANCES AND CONTRACT COSTS - Remaining Performance Obligation Total (Details) $ in Thousands | Jan. 29, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 309,379 |
Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 287,606 |
Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 21,773 |
CONTRACT BALANCES AND CONTRAC_6
CONTRACT BALANCES AND CONTRACT COSTS - Remaining Performance Obligation (Details) $ in Thousands | Jan. 29, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 309,379 |
Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 287,606 |
Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 21,773 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 170,748 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 163,883 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 6,865 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 90,806 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 83,947 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 6,859 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 36,669 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 30,771 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 5,898 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 11,156 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 9,005 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 2,151 |
CONTRACT BALANCES AND CONTRAC_7
CONTRACT BALANCES AND CONTRACT COSTS - Remaining Performance Obligation Time Period (Details) | Jan. 29, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-29 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-28 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | Performance obligation - active | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-26 | Performance obligation - backlog | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation period |
CONTRACT BALANCES AND CONTRAC_8
CONTRACT BALANCES AND CONTRACT COSTS - Deferred Commissions and Fulfillment Costs (Details) - USD ($) | 12 Months Ended | |||
Jan. 29, 2021 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | |
Capitalized Contract Cost [Roll Forward] | ||||
Impairment losses on deferred commissions and deferred fulfillment costs | $ 0 | |||
Deferred commissions | ||||
Capitalized Contract Cost [Roll Forward] | ||||
Beginning Balance | 62,785,000 | $ 62,895,000 | ||
Amount capitalized | 16,376,000 | 19,053,000 | ||
Amount expensed | (21,273,000) | (19,163,000) | ||
Ending Balance | $ 57,888,000 | 62,785,000 | ||
Deferred commissions amortization period | 6 years | 6 years | 7 years | |
Deferred fulfillment costs | ||||
Capitalized Contract Cost [Roll Forward] | ||||
Beginning Balance | $ 11,366,000 | 10,973,000 | ||
Amount capitalized | 5,342,000 | 5,921,000 | ||
Amount expensed | (5,699,000) | (5,528,000) | ||
Ending Balance | $ 11,009,000 | $ 11,366,000 | ||
Deferred commissions amortization period | 4 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Goodwill [Line Items] | |||
Goodwill | $ 425,861,000 | $ 416,487,000 | |
Amortization expense | 28,700,000 | 28,200,000 | $ 27,700,000 |
Impairment charges | 0 | $ 0 | $ 0 |
Delve Laboratories, Inc. | |||
Goodwill [Line Items] | |||
Goodwill, period increase | 9,400,000 | ||
Goodwill, foreign currency translation gain | 300,000 | ||
Goodwill | $ 9,108,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 333,339,000 | $ 326,889,000 | |
Accumulated Amortization | (205,637,000) | (176,955,000) | |
Total | 127,702,000 | 149,934,000 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross | 363,457,000 | 357,007,000 | |
Accumulated Amortization | (205,637,000) | (176,955,000) | |
Net | 157,820,000 | 180,052,000 | |
Amortization expense | 28,700,000 | 28,200,000 | $ 27,700,000 |
Impairment charges | 0 | 0 | $ 0 |
Trade name | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 30,118,000 | 30,118,000 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 189,518,000 | 189,518,000 | |
Accumulated Amortization | (105,341,000) | (91,246,000) | |
Total | 84,177,000 | 98,272,000 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Accumulated Amortization | (105,341,000) | (91,246,000) | |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 143,821,000 | 137,371,000 | |
Accumulated Amortization | (100,296,000) | (85,709,000) | |
Total | 43,525,000 | 51,662,000 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Accumulated Amortization | $ (100,296,000) | $ (85,709,000) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Jan. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2021 | $ 29,372 | |
2022 | 29,170 | |
2023 | 24,524 | |
2024 | 15,128 | |
2025 | 15,128 | |
Thereafter | 14,380 | |
Total | $ 127,702 | $ 149,934 |
DEBT (Details)
DEBT (Details) - Line of Credit - Revolving Credit Facility - USD ($) | Mar. 26, 2020 | Nov. 02, 2015 | Mar. 25, 2021 | Jan. 29, 2021 | Jan. 31, 2020 |
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |||
Debt instrument, term | 1 year | ||||
Debt instrument, term, extension | 1 year | ||||
Maximum amount outstanding during period | $ 30,000,000 | ||||
Commitment fee percentage | 0.35% | ||||
Line of credit, outstanding balance | $ 0 | $ 0 | |||
Additional borrowing capacity | $ 30,000,000 | ||||
London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.30% | ||||
London Interbank Offered Rate (LIBOR) | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.54% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 12 Months Ended |
Jan. 29, 2021USD ($) | |
Other Commitments [Line Items] | |
Long-term purchase commitment period | 4 years |
State and Local Jurisdiction | |
Other Commitments [Line Items] | |
Income tax examination, tax liability accrued | $ 6.3 |
Minimum | |
Other Commitments [Line Items] | |
Income tax examination, period | three |
Maximum | |
Other Commitments [Line Items] | |
Income tax examination, period | four years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands | Jan. 29, 2021USD ($) |
Purchase Obligation, Fiscal Year Maturity | |
2022 | $ 4,923 |
2023 | 3,508 |
2024 | 1,230 |
2025 | 0 |
2026 | 0 |
2027 and beyond | 0 |
Total | 9,661 |
Total Obligations and Commitments, Fiscal Year Maturity | |
2022 | 4,923 |
2023 | 3,508 |
2024 | 1,230 |
2025 | 0 |
2026 | 0 |
2027 and beyond | 0 |
Total | $ 9,661 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 29, 2021 | Jan. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Variable lease cost | $ 0.7 | $ 1.2 |
Short-term lease cost | 1.3 | 1.2 |
Operating lease payments | $ 5.2 | 6.8 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 5 months | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 6 years | |
Leased Facilities | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 6.1 | 7.9 |
Leased Equipment | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 1.6 | $ 2.3 |
LEASES - Weighted Average (Deta
LEASES - Weighted Average (Details) | Jan. 29, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term | 5 years 1 month 6 days |
Weighted-average discount rate | 5.33% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jan. 29, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 6,973 |
2023 | 6,440 |
2024 | 6,093 |
2025 | 5,263 |
2026 | 4,616 |
Thereafter | 4,148 |
Total operating lease payments | 33,533 |
Less imputed interest | (4,223) |
Total operating lease liabilities | $ 29,310 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | Mar. 26, 2019 | Sep. 26, 2018 |
Equity [Abstract] | ||
Stock repurchase program, authorized amount | $ 15,000,000 | $ 15,000,000 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Stock Options Narrative (Details) - USD ($) | Apr. 18, 2016 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | Feb. 02, 2018 | Apr. 27, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 24,414,000 | $ 19,548,000 | $ 19,370,000 | |||
Options, vested in period, fair value | 2,600,000 | 3,600,000 | 3,700,000 | |||
Proceeds from stock option exercises | $ 1,469,000 | $ 1,327,000 | $ 0 | |||
2016 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, weighted-average contractual life (years) | 10 years | |||||
2016 Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares authorized (in shares) | 4,000,000 | |||||
Number of shares available for future grant (in shares) | 1,974,275 | |||||
Percentage of fair market value of Class A common stock | 100.00% | |||||
Stock Compensation Plan | 2016 Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 12,500,000 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, weighted-average contractual life (years) | 5 years 2 months 12 days | |||||
Granted (in shares) | 0 | 0 | 0 | |||
Total stock-based compensation expense | $ 1,400,000 | $ 2,700,000 | $ 3,700,000 | |||
Compensation cost not yet recognized | $ 200,000 | |||||
Weighted-average remaining requisite period, less than | 1 year | |||||
Options outstanding (in shares) | 1,775,565 | 2,247,997 | 2,487,762 | 2,525,102 | ||
Exercise of stock options (in shares) | 104,921 | 94,826 | 9,826 | |||
Employee Stock Option | Employee or Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | 0 | 0 | |||
Employee Stock Option | 2016 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, weighted-average contractual life (years) | 5 years | |||||
Employee Stock Option | 2016 Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of fair market value of Class A common stock | 110.00% | |||||
Stockholder, percent ownership | 10.00% | |||||
Employee Stock Option | 2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 500,000 | |||
Employee Stock Option, Time Based | 2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding (in shares) | 10,000 | 32,000 | ||||
Employee Stock Option, Performance Based | 2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, vested in period, fair value | $ 2,400,000 | |||||
Options outstanding (in shares) | 400,001 | |||||
Options vested (in shares) | 400,001 | |||||
Exercise of stock options (in shares) | 332,001 | 90,000 | ||||
Options exercised, intrinsic value | $ 16,100,000 | $ 3,800,000 | ||||
Proceeds from stock option exercises | 4,600,000 | 1,300,000 | ||||
Tax benefit realized from stock options exercised | $ 3,900,000 | $ 900,000 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Restricted Stock and Restricted Stock Units Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2016 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | Feb. 02, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares outstanding (in shares) | 4,500,000 | ||||
Total stock-based compensation expense | $ 24,414 | $ 19,548 | $ 19,370 | ||
Equity instruments other than options, outstanding, aggregate intrinsic value | 62,500 | ||||
Equity instruments other than options, vested in period, fair value | 19,500 | 14,200 | 9,400 | ||
Intrinsic value of shares that vested during period | $ 17,600 | $ 25,300 | $ 8,500 | ||
Restricted Stock and Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (usd per share) | $ 14 | $ 11.60 | $ 16.93 | $ 9.78 | |
Stock options vesting period | 4 years | 3 years | 3 years | 3 years | |
Awards subject to performance conditions | 15.00% | 50.00% | 50.00% | ||
Number of shares outstanding (in shares) | 4,513,093 | 3,062,617 | 3,346,478 | 2,319,559 | |
Granted (in shares) | 3,334,932 | 2,087,872 | 2,274,508 | ||
Compensation cost not yet recognized | $ 33,700 | ||||
Weighted-average remaining requisite period | 2 years 1 month 6 days | ||||
Equity instruments other than options, outstanding, aggregate intrinsic value | $ 62,461 | ||||
Performance based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares outstanding (in shares) | 900,000 | ||||
Granted (in shares) | 38,000 | ||||
Service based awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares outstanding (in shares) | 3,600,000 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 23,000 | $ 16,800 | $ 15,200 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Price per share (usd per share) | $ 13.84 | ||
Employee Stock Option | |||
Number of Options | |||
Number of options outstanding, beginning (in shares) | 2,247,997 | 2,487,762 | 2,525,102 |
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (104,921) | (94,826) | (9,826) |
Canceled, expired or forfeited (in shares) | (367,511) | (144,939) | (27,514) |
Number of options outstanding, ending (in shares) | 1,775,565 | 2,247,997 | 2,487,762 |
Number of options expected to vest (in shares) | 1,775,565 | ||
Number of options exercisable (in shares) | 1,597,728 | ||
Weighted- Average Exercise Price Per Share | |||
Weighted-average exercise price, beginning (usd per share) | $ 14 | $ 14 | $ 14 |
Granted (usd per share) | 0 | 0 | 0 |
Exercised (usd per share) | 14 | 14 | 14 |
Canceled, expired or forfeited (usd per share) | 14 | 14 | 14 |
Weighted-average exercise price, ending (usd per share) | 14 | $ 14 | $ 14 |
Weighted-average exercise price, options expected to vest (usd per share) | 14 | ||
Options exercisable, weighted-average exercise price (usd per share) | $ 14 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted-average contractual life (years) | 5 years 2 months 12 days | ||
Options expected to vest, weighted-average contractual life (years) | 5 years 2 months 12 days | ||
Options exercisable, weighted-average contractual life (years) | 5 years 2 months 12 days | ||
Options outstanding, weighted average grant date fair value (usd per share) | $ 6.01 | ||
Options expected to vest, weighted average grant date fair value (usd per share) | 6.01 | ||
Options exercisable, weighted average grant date fair value (usd per share) | $ 6.02 | ||
Options outstanding, aggregate intrinsic value | $ 0 | ||
Options expected to vest, aggregate intrinsic value | 0 | ||
Options exercisable, aggregate intrinsic value | $ 0 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2016 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 |
Number of Shares | ||||
Number of shares outstanding and unvested, ending (in shares) | 4,500,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Equity instruments other than options, outstanding, aggregate intrinsic value | $ 62,500 | |||
Price per share (usd per share) | $ 13.84 | |||
Restricted Stock and Restricted Stock Units | ||||
Number of Shares | ||||
Number of shares outstanding and unvested, beginning (in shares) | 3,062,617 | 3,346,478 | 2,319,559 | |
Granted (in shares) | 3,334,932 | 2,087,872 | 2,274,508 | |
Vested (in shares) | (1,441,689) | (1,282,743) | (793,723) | |
Forfeited (in shares) | (442,767) | (1,088,990) | (453,866) | |
Number of shares outstanding and unvested, ending (in shares) | 4,513,093 | 3,062,617 | 3,346,478 | |
Number of shares expected to vest (in shares) | 3,958,235 | |||
Weighted- Average Grant Date Fair Value Per Share | ||||
Weighted-average exercise price, beginning (usd per share) | $ 14.32 | $ 10.84 | $ 12.16 | |
Granted (usd per share) | $ 14 | 11.60 | 16.93 | 9.78 |
Vested (usd per share) | 13.51 | 11.10 | 11.99 | |
Forfeited (usd per share) | 13.11 | 12.44 | 10.69 | |
Weighted-average exercise price, ending (usd per share) | 12.68 | $ 14.32 | $ 10.84 | |
Number of shares expected to vest (usd per shares) | $ 12.68 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Equity instruments other than options, outstanding, weighted-average contractual life (years) | 1 year 1 month 6 days | |||
Equity instruments other than options, expected to vest, weighted-average contractual life (years) | 1 year 3 months 18 days | |||
Equity instruments other than options, outstanding, aggregate intrinsic value | $ 62,461 | |||
Equity instruments other than options, expected to vest, aggregate intrinsic value | $ 54,782 |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 24,414 | $ 19,548 | $ 19,370 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1,346 | 1,206 | 780 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 4,410 | 4,280 | 4,133 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 3,676 | 1,694 | 2,652 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 14,982 | $ 12,368 | $ 11,805 |
STOCK-BASED COMPENSATION AND _8
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Stock-based Compensation Expense Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Tax benefit related to stock-based compensation expense | $ 4.1 | $ 4.6 | $ 4.7 |
STOCK-BASED COMPENSATION AND _9
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Long-term Incentive Cash Awards Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | 35 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | Jan. 31, 2020 | |
Incentive Cash Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting period | 3 years | |||
Long-term performance cash awards granted in period (in shares) | $ 8.7 | $ 7.2 | $ 16.5 | |
Compensation expense | $ 7 | $ 8.1 | $ 7.4 | |
Performance Cash Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting period | 3 years |
STOCK-BASED COMPENSATION AND_10
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLAN - Employee Benefit Plan Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Employer matching contribution, percent of match | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Annual limit of employer matching contribution | $ 7,500 | ||
Contribution plan expense | $ 6,700,000 | $ 10,800,000 | $ 10,200,000 |
INCOME AND OTHER TAXES - Effect
INCOME AND OTHER TAXES - Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (31,801) | $ (51,324) | $ (45,954) |
Income tax benefit | $ (9,899) | $ (19,658) | $ (6,853) |
Effective tax rate | 31.10% | 38.30% | 14.90% |
INCOME AND OTHER TAXES - Effe_2
INCOME AND OTHER TAXES - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% |
Impact of foreign operations | (2.30%) | 0.50% | 0.20% |
State income taxes, net of federal tax benefit | 8.90% | 3.20% | 3.20% |
Research and development credits | 7.20% | 6.50% | 4.40% |
Nondeductible/nontaxable items | (3.00%) | (0.60%) | (4.00%) |
U.S. Tax Reform | 0.00% | 2.30% | (9.40%) |
Stock-based compensation | (0.70%) | 5.40% | (0.50%) |
Total | 31.10% | 38.30% | 14.90% |
INCOME AND OTHER TAXES - Benefi
INCOME AND OTHER TAXES - Benefit for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Current: | |||
Federal | $ 1,543 | $ (8,135) | $ (527) |
State/Local | (3,755) | (895) | (421) |
Foreign | 1,906 | 1,918 | 1,274 |
Current | (306) | (7,112) | 326 |
Deferred: | |||
Federal | (9,345) | (10,367) | (5,930) |
State/Local | 137 | (931) | (1,132) |
Foreign | (385) | (1,248) | (117) |
Deferred | (9,593) | (12,546) | (7,179) |
Income tax benefit | $ (9,899) | $ (19,658) | $ (6,853) |
INCOME AND OTHER TAXES - Loss B
INCOME AND OTHER TAXES - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (35,064) | $ (55,800) | $ (47,523) |
Foreign | 3,263 | 4,476 | 1,569 |
Loss before income taxes | $ (31,801) | $ (51,324) | $ (45,954) |
INCOME AND OTHER TAXES - Deferr
INCOME AND OTHER TAXES - Deferred Taxes (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Jan. 31, 2020 |
Deferred tax assets: | ||
Deferred revenue | $ 1,925 | $ 2,743 |
Provision for credit losses | 856 | 1,056 |
Credit carryforwards | 3,278 | 5,796 |
Loss carryforwards | 5,459 | 6,673 |
Stock-based and deferred compensation | 8,163 | 9,249 |
Lease right-of-use asset | 5,357 | 5,829 |
CARES Act payroll deferral | 1,617 | 0 |
Other | 3,464 | 2,135 |
Deferred tax assets | 30,119 | 33,481 |
Valuation allowance | (5,285) | (4,613) |
Deferred tax assets, net of valuation allowance | 24,834 | 28,868 |
Deferred tax liabilities: | ||
Property and equipment | (1,519) | (3,733) |
Purchased intangible assets | (38,318) | (44,444) |
Operating and compensation related accruals | (14,572) | (16,723) |
Lease liability | (3,862) | (4,589) |
Other | (1,727) | (1,067) |
Deferred tax liabilities | (59,998) | (70,556) |
Net deferred tax liabilities | $ (35,164) | $ (41,688) |
INCOME AND OTHER TAXES - Narrat
INCOME AND OTHER TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2021 | Oct. 30, 2020 | Jul. 31, 2020 | May 01, 2020 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | May 03, 2019 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||||||||
Loss carryforwards | $ 5,300 | $ 4,600 | $ 5,300 | $ 4,600 | |||||||
Change in the valuation allowance | 700 | (100) | |||||||||
Loss before income taxes | 31,801 | 51,324 | $ 45,954 | ||||||||
Income tax benefit | 9,899 | 19,658 | 6,853 | ||||||||
Net loss | 9,531 | $ 3,608 | $ 1,227 | $ 7,536 | 5,228 | $ 7,908 | $ 10,260 | $ 8,270 | 21,902 | 31,666 | 39,101 |
Withholding taxes due to unremitted foreign earnings | 600 | 300 | 600 | 300 | |||||||
Unrecognized tax benefits that would impact effective tax rate | 3,800 | 6,600 | 3,800 | 6,600 | 7,500 | ||||||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 200 | $ 500 | 200 | 500 | 300 | ||||||
Tax benefits, other indirect jurisdictional effects | 2,600 | ||||||||||
Unrecognized tax benefits, income tax penalties and interest | (300) | $ 200 | $ 200 | ||||||||
Pro Forma | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Loss before income taxes | 31,800 | ||||||||||
Income tax benefit | 5,200 | ||||||||||
Net loss | $ 26,600 |
INCOME AND OTHER TAXES - Unreco
INCOME AND OTHER TAXES - Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning unrecognized tax benefits | $ 6,134 | $ 7,285 | $ 763 |
Increases related to tax positions of the current year | 21 | 27 | 1,204 |
Increases related to tax position of prior years | 0 | 13 | 5,589 |
Reductions for tax positions of prior years | (7) | (1,191) | (271) |
Ending unrecognized tax benefits | $ 6,148 | $ 6,134 | $ 7,285 |
SELECTED FINANCIAL INFORMATIO_2
SELECTED FINANCIAL INFORMATION - Schedule of Selected Financial Information (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Jan. 31, 2020 |
Accounts receivable, net: | ||
Gross accounts receivable | $ 112,835 | $ 116,919 |
Allowance for credit losses | (4,830) | (5,121) |
Total | 108,005 | 111,798 |
Other current assets: | ||
Income tax receivable | 0 | 10,040 |
Prepaid maintenance and support agreements | 7,898 | 8,425 |
Prepaid other | 9,451 | 8,984 |
Total | 17,349 | 27,449 |
Property and equipment, net | ||
Property and equipment, net | 81,727 | 81,055 |
Accumulated depreciation and amortization | (64,584) | (53,449) |
Total | 17,143 | 27,606 |
Other noncurrent assets | ||
Prepaid maintenance agreements | 3,391 | 1,260 |
Deferred tax asset | 2,168 | 1,633 |
Deferred commission and fulfillment costs | 68,897 | 74,151 |
Other | 1,537 | 1,548 |
Total | 75,993 | 78,592 |
Accrued and other current liabilities | ||
Compensation | 63,181 | 52,450 |
Related party payable, net | 13,807 | 3,209 |
Other | 32,146 | 43,196 |
Total | 109,134 | 98,855 |
Other non-current liabilities | ||
Deferred tax liabilities | 37,403 | 43,321 |
Other | 13,786 | 7,079 |
Total | 51,189 | 50,400 |
Computer equipment | ||
Property and equipment, net | ||
Property and equipment, net | 53,321 | 53,012 |
Leasehold improvements | ||
Property and equipment, net | ||
Property and equipment, net | 25,449 | 25,087 |
Other equipment | ||
Property and equipment, net | ||
Property and equipment, net | $ 2,957 | $ 2,956 |
SELECTED FINANCIAL INFORMATIO_3
SELECTED FINANCIAL INFORMATION - Narrative (Details) | 12 Months Ended | |
Jan. 29, 2021 | Jan. 31, 2020 | |
ROMANIA | Property, Plant and Equipment | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 18.00% | 14.00% |
SELECTED FINANCIAL INFORMATIO_4
SELECTED FINANCIAL INFORMATION - Schedule of Net Revenue and Property, Plant and Equipment Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2021 | Oct. 30, 2020 | Jul. 31, 2020 | May 01, 2020 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | May 03, 2019 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | $ 139,736 | $ 141,641 | $ 138,476 | $ 141,181 | $ 141,986 | $ 141,332 | $ 136,605 | $ 132,842 | $ 561,034 | $ 552,765 | $ 518,709 |
Property and equipment, net | 17,143 | 27,606 | 17,143 | 27,606 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | 392,515 | 412,511 | 403,614 | ||||||||
Property and equipment, net | 13,476 | 22,772 | 13,476 | 22,772 | |||||||
International | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net revenue | 168,519 | 140,254 | $ 115,095 | ||||||||
Property and equipment, net | $ 3,667 | $ 4,834 | $ 3,667 | $ 4,834 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2021 | Oct. 30, 2020 | Jul. 31, 2020 | May 01, 2020 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | May 03, 2019 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Charged under shared services agreement | $ 101,760,000 | $ 99,505,000 | $ 91,898,000 | ||||||||
Purchases of computer equipment from Dell | 3,005,000 | 12,590,000 | 10,200,000 | ||||||||
Revenues | $ 139,736,000 | $ 141,641,000 | $ 138,476,000 | $ 141,181,000 | $ 141,986,000 | $ 141,332,000 | $ 136,605,000 | $ 132,842,000 | 561,034,000 | 552,765,000 | 518,709,000 |
Dell Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Performance bonds, outstanding | $ 1,800,000 | 1,800,000 | |||||||||
Dell Inc. | Principal Owner | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Charged under shared services agreement | 4,000,000 | 9,100,000 | 3,700,000 | ||||||||
Dell Inc. | Principal Owner | Solutions Purchases | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 18,600,000 | 27,200,000 | 16,600,000 | ||||||||
Dell Inc. | Principal Owner | Contracts Not Yet Transferred | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 59,100,000 | 57,800,000 | 59,000,000 | ||||||||
Dell Inc. | Chief Executive Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 200,000 | 400,000 | 500,000 | ||||||||
Dell And EMC | Principal Owner | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchases of computer equipment from Dell | 800,000 | 3,100,000 | 2,700,000 | ||||||||
EMC and VMware | Subsidiary of Common Parent | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase of annual maintenance services | 2,800,000 | 3,400,000 | 1,200,000 | ||||||||
VMware | Subsidiary of Common Parent | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 400,000 | ||||||||||
Carbon Black Inc. | Subsidiary of Common Parent | Solutions Purchases | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase of solutions from Carbon Black | 5,500,000 | 2,200,000 | |||||||||
RSA Security LLC And Pivotal Software, Inc. | Subsidiary of Common Parent | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase of annual maintenance services | 100,000 | 100,000 | 700,000 | ||||||||
Revenues | $ 0 | $ 100,000 | $ 300,000 |
RELATED PARTY TRANSACTIONS - Ba
RELATED PARTY TRANSACTIONS - Balances in Condensed Consolidated Statements of Financial Position (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Jan. 31, 2020 |
Related Party Transaction [Line Items] | ||
Related party payable (in accrued and other current liabilities) | $ 13,807 | $ 3,209 |
Net operating loss tax sharing (payable)/receivable under agreement with Dell (payable in accrued and other and receivable in other current assets) | 17,349 | 27,449 |
Net operating loss tax sharing (payable)/receivable under agreement with Dell (payable in accrued and other and receivable in other current assets) | (109,134) | (98,855) |
Dell Inc. | Principal Owner | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from customers under reseller agreements with Dell (in accounts receivable, net) | 15,625 | 13,674 |
Net operating loss tax sharing (payable)/receivable under agreement with Dell (payable in accrued and other and receivable in other current assets) | $ 10,040 | |
Net operating loss tax sharing (payable)/receivable under agreement with Dell (payable in accrued and other and receivable in other current assets) | $ (667) |
UNAUDITED QUARTERLY RESULTS O_3
UNAUDITED QUARTERLY RESULTS OF OPERATIONS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2021 | Oct. 30, 2020 | Jul. 31, 2020 | May 01, 2020 | Jan. 31, 2020 | Nov. 01, 2019 | Aug. 02, 2019 | May 03, 2019 | Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 139,736 | $ 141,641 | $ 138,476 | $ 141,181 | $ 141,986 | $ 141,332 | $ 136,605 | $ 132,842 | $ 561,034 | $ 552,765 | $ 518,709 |
Gross margin | 79,991 | 82,028 | 78,576 | 78,272 | 77,194 | 79,764 | 73,010 | 70,001 | 318,867 | 299,969 | 272,592 |
Net loss | $ (9,531) | $ (3,608) | $ (1,227) | $ (7,536) | $ (5,228) | $ (7,908) | $ (10,260) | $ (8,270) | $ (21,902) | $ (31,666) | $ (39,101) |
Net (loss) income per common share, basic and diluted (usd per share) | $ (0.12) | $ (40) | $ (20) | $ (90) | $ (0.06) | $ (0.10) | $ (0.13) | $ (0.10) | $ (0.27) | $ (0.39) | $ (0.48) |
Weighted average common shares outstanding, basic and diluted (in shares) | 81,602 | 81,474 | 81,417 | 80,938 | 80,591 | 80,518 | 80,674 | 80,467 | 81,358 | 80,563 | 80,710 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Line of Credit - Revolving Credit Facility - USD ($) | Mar. 26, 2020 | Mar. 25, 2021 | Nov. 02, 2015 |
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |
London Interbank Offered Rate (LIBOR) | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.30% | ||
London Interbank Offered Rate (LIBOR) | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.54% |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for credit losses - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Jan. 31, 2020 | Feb. 01, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 5,121 | $ 6,160 | $ 8,246 |
Charged to income statement | 1,810 | 3,099 | 2,356 |
Charged to allowance | (2,101) | (4,138) | (4,442) |
Balance at end of period | $ 4,830 | $ 5,121 | $ 6,160 |