Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 29, 2016 | Sep. 02, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | SECUREWORKS CORP. | |
Entity Central Index Key | 1,468,666 | |
Current Fiscal Year End Date | --02-03 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jul. 29, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock, Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 10,671,149 | |
Common Stock, Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 70,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Thousands | Jul. 29, 2016 | Jan. 29, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 113,284 | $ 33,422 |
Accounts receivable, net | 100,758 | 116,357 |
Inventories, net | 3,524 | 3,549 |
Other current assets | 25,508 | 26,211 |
Total current assets | 243,074 | 179,539 |
Property and equipment, net | 25,142 | 22,766 |
Goodwill | 416,487 | 416,487 |
Purchased intangible assets, net | 275,789 | 289,657 |
Other non-current assets | 26,991 | 9,336 |
Total assets | 987,483 | 917,785 |
Current liabilities: | ||
Accounts payable | 26,846 | 22,126 |
Accrued and other | 31,975 | 60,407 |
Short-term deferred revenue | 114,000 | 109,467 |
Short-term debt | 0 | 27,993 |
Total current liabilities | 172,821 | 219,993 |
Long-term deferred revenue | 16,470 | 18,352 |
Other non-current liabilities | 97,089 | 90,984 |
Total liabilities | 286,380 | 329,329 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Preferred stock - $0.01 par value: 200,000 shares authorized; 0 shares issued | 0 | 0 |
Additional paid in capital | 849,400 | 711,923 |
Accumulated deficit | (146,324) | (122,646) |
Accumulated other comprehensive loss | (2,780) | (1,521) |
Total stockholders' equity | 701,103 | 588,456 |
Total liabilities and stockholders' equity | 987,483 | 917,785 |
Common Stock, Class A | ||
Stockholders' equity: | ||
Common stock, shares outstanding | 107 | 0 |
Common Stock, Class B | ||
Stockholders' equity: | ||
Common stock, shares outstanding | $ 700 | $ 700 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Position (Unaudited) (Parenthetical) - $ / shares | Jul. 29, 2016 | Jan. 29, 2016 |
Preferred stock, par value (usd per share) | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 200,000,000 | |
Preferred Stock, shares issued (in shares) | 0 | |
Common Stock, Class A | ||
Common stock, par value (usd per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 2,500,000,000 | |
Common stock, shares issued (in shares) | 10,671,000 | |
Common stock, shares outstanding (in shares) | 10,671,000 | |
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 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Income Statement [Abstract] | ||||
Net revenue | $ 103,653 | $ 79,855 | $ 203,446 | $ 157,254 |
Cost of revenue | 52,907 | 44,717 | 102,756 | 88,713 |
Gross margin | 50,746 | 35,138 | 100,690 | 68,541 |
Research and development | 12,848 | 12,643 | 26,444 | 24,473 |
Sales and marketing | 28,639 | 26,696 | 56,135 | 48,815 |
General and administrative | 29,306 | 28,148 | 57,158 | 53,932 |
Total operating expenses | 70,793 | 67,487 | 139,737 | 127,220 |
Operating loss | (20,047) | (32,349) | (39,047) | (58,679) |
Interest and other, net | 851 | 303 | 1,216 | (515) |
Loss before income taxes | (19,196) | (32,046) | (37,831) | (59,194) |
Income tax benefit | (7,145) | (10,922) | (14,153) | (20,240) |
Net loss | $ (12,051) | $ (21,124) | $ (23,678) | $ (38,954) |
Loss per common share, basic and diluted (usd per share) | $ (0.15) | $ (0.30) | $ (0.31) | $ (0.56) |
Weighted average number of shares outstanding, basic and diluted (in shares) | 80,009 | 70,000 | 75,169 | 70,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (12,051) | $ (21,124) | $ (23,678) | $ (38,954) |
Foreign currency translation adjustments, net of zero tax | (1,753) | 140 | (1,259) | 267 |
Comprehensive loss | $ (13,804) | $ (20,984) | $ (24,937) | $ (38,687) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 29, 2016 | Jul. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (23,678) | $ (38,954) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,422 | 20,722 |
Change in fair value of convertible notes | 132 | 0 |
Stock-based compensation expense | 3,365 | 414 |
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies | (1,129) | 534 |
Income tax benefit | (14,153) | (20,240) |
Other non cash impacts | 0 | 5,539 |
Provision for doubtful accounts | 1,340 | 1,714 |
Excess tax benefit from share-based payment | (221) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 15,388 | (11,823) |
Net transactions with parent | (21,032) | 0 |
Inventories | 25 | 322 |
Other assets | 109 | (6,910) |
Accounts payable | 4,720 | (9,593) |
Deferred revenue | 2,651 | 13,195 |
Accrued and other liabilities | (8,519) | 41,669 |
Net cash used in operating activities | (21,580) | (3,411) |
Cash flows from investing activities: | ||
Capital expenditures | (7,930) | (6,207) |
Net cash used in investing activities | (7,930) | (6,207) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net | 99,604 | 0 |
Capital contribution from parent, net | 9,547 | 0 |
Excess tax benefit from share-based payment | 221 | 0 |
Transfers from parent, net | 0 | 23,206 |
Net cash provided by financing activities | 109,372 | 23,206 |
Net increase in cash and cash equivalents | 79,862 | 13,588 |
Cash and cash equivalents at beginning of the period | 33,422 | 6,669 |
Cash and cash equivalents at end of the period | 113,284 | 20,257 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Conversion of convertible notes to common stock | $ 28,125 | $ 0 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 6 months ended Jul. 29, 2016 - 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 |
Beginning balance, shares at Jan. 29, 2016 | 0 | 70,000 | ||||
Beginning balance, amount at Jan. 29, 2016 | $ 588,456 | $ 0 | $ 700 | $ 711,923 | $ (122,646) | $ (1,521) |
Statement of Shareholders' Equity | ||||||
Net loss | (23,678) | (23,678) | ||||
Other comprehensive loss | (1,259) | (1,259) | ||||
Common stock, shares issued (in shares) | 8,000 | |||||
Common stock, shares issued, value | 96,326 | $ 80 | 96,246 | |||
Common stock, shares issued, conversion of notes (in shares) | 2,009 | |||||
Common stock, shares issued, conversion of notes, value | 28,125 | $ 20 | 28,105 | |||
Restricted stock awards (in shares) | 662 | |||||
Restricted stock awards | 0 | $ 7 | (7) | |||
Capital contribution from parent, net | 9,547 | 9,547 | ||||
Stock-based compensation | 3,365 | 3,365 | ||||
Excess tax benefit from share-based payment | 221 | 221 | ||||
Ending balance, shares at Jul. 29, 2016 | 10,671 | 70,000 | ||||
Ending balance, amount at Jul. 29, 2016 | $ 701,103 | $ 107 | $ 700 | $ 849,400 | $ (146,324) | $ (2,780) |
Description of the Business and
Description of the Business and Basis of Presentation | 6 Months Ended |
Jul. 29, 2016 | |
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 provider of intelligence-driven information security solutions exclusively focused on protecting the Company's clients from cyber attacks. The Company's solutions enable organizations of varying size and complexity to fortify their cyber defenses to prevent security breaches, detect malicious activity in real time, prioritize and respond rapidly to security incidents and predict emerging threats. The Company has one primary business activity, which is to provide clients with intelligence-driven information security solutions. The Company’s chief operating decision maker, who is the President and Chief Executive Officer, makes operating decisions, assesses performance, and allocates resources on a consolidated basis. Accordingly, SecureWorks operates its business as a single reportable segment. On February 8, 2011, the Company was acquired by Dell Inc. (individually and collectively with its consolidated subsidiaries, “Dell” or “Parent”). On October 29, 2013, Dell was acquired by Dell Technologies Inc., formerly known as Denali Holding Inc. (“Dell Technologies”), a parent holding corporation. For the purposes of the accompanying financial statements, the Company elected to utilize pushdown accounting for this transaction. On April 27, 2016, the Company completed its initial public offering ("IPO"), as further described below. Upon the closing of the Company's IPO, Dell Technologies owned, indirectly through Dell Inc. and Dell Inc.’s subsidiaries, no shares of the Company's outstanding Class A common stock and all shares of the Company's outstanding Class B common stock, which as of July 29, 2016 represented approximately 86.8% of the Company's total outstanding shares of common stock and approximately 98.5% of the combined voting power of both classes of the Company's outstanding common stock. As of July 29, 2016 , the beneficial owners of the outstanding voting securities of Dell Technologies were Michael S. Dell, the Chairman, Chief Executive Officer and founder of Dell, the Susan Lieberman Dell Separate Property Trust, a separate property trust for the benefit of Mr. Dell’s wife, investment funds affiliated with Silver Lake Partners, a global private equity firm, MSDC Denali Investors, L.P. and MSDC Denali EIV, LLC, which are managed by MSD Partners, L.P., an investment firm that was formed by the principals of MSD Capital, L.P., the investment firm that exclusively manages the capital of Mr. Dell and his family, and members of Dell’s management and other investors. The predecessor company of SecureWorks was originally formed as a limited liability company in Georgia in March 1999, and SecureWorks was incorporated in Georgia in May 2009. On November 24, 2015, the Company reincorporated from Georgia to Delaware and, in connection with the reincorporation, changed its name from SecureWorks Holding Corporation to SecureWorks Corp. and its authorized capital from 1,000 shares of common stock, par value $0.01 per share, to 1,000 shares of Class A common stock and 1,000 shares of Class B common stock, each with a par value of $0.01 per share. There are no differences in dividend and liquidation rights between the Class A common stock and the Class B common stock. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Upon the reincorporation, the 1,000 issued and outstanding shares of common stock of the Georgia corporation were reclassified into and became 1,000 issued and outstanding shares of Class B common stock of SecureWorks Corp., the Delaware corporation. In January 2016, the Company’s board of directors and stockholder approved a 70,000 -for- 1 stock split of the Company’s Class B common stock. The Company filed an amendment to its certificate of incorporation effecting the stock split on April 8, 2016. The amendment to the certificate of incorporation also increased the number of shares of Class A common stock authorized for issuance from 1,000 to 2,500,000,000 shares and increased the number of shares of Class B common stock authorized for issuance from 1,000 to 500,000,000 shares. All share and per share amounts presented in these financial statements have been retroactively adjusted to reflect the impact of the stock split. In April 2016, the Company’s board of directors and stockholder approved a restated certificate of incorporation further amending and restating the provisions of the certificate of incorporation. The restated certificate of incorporation, which was filed on April 22, 2016, authorized for issuance 200,000,000 shares of preferred stock, par value $0.01 per share. In connection with the Company’s IPO, during the six months ended January 29, 2016, the Company created certain new foreign legal entities that became consolidated subsidiaries of SecureWorks Corp. After their formation, the new subsidiaries of SecureWorks Corp. received transfers of net assets from other Dell legal entities of businesses that have been included in the historical combined financial statements of the Company. The net assets were transferred by Dell for no consideration, at their carrying values, which represented Dell’s historical costs and which constitute the basis reflected in these historical combined financial statements. Because these businesses already have been included in the historical combined financial statements for all periods, the sole impact of the transfers was the completion of the legal reorganization of entities under common control and the presentation of the resulting change in the reporting entity under Accounting Standards Codification (“ASC”) 805 – Business Combinations. Because SecureWorks Corp. legally owned all of the businesses reflected in the previously presented combined financial statements as of January 29, 2016, the presentation as of such date is of a consolidated business, with the only effect being the reclassification of the previously reported balances in net parent investment as common stock, additional paid in capital and accumulated deficit of SecureWorks Corp. Initial Public Offering On April 27, 2016, the Company completed its IPO in which it issued and sold 8,000,000 shares of Class A common stock at a price to the public of $14.00 per share. The Company received net proceeds of $99.6 million from the sale of shares of Class A common stock, net of underwriting discounts and commissions and unpaid offering expenses payable by the Company of $12.4 million . Upon the closing of the IPO, all of the Company's convertible notes automatically converted into 2,008,924 shares of the Class A common stock. For more information regarding the convertible notes see "Note 4—Debt." Basis of Presentation The Company’s historical financial statements have been prepared on a stand-alone basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, for periods prior to the third quarter of fiscal 2016, were derived from the accounting records of Dell and the Company, whereby certain transactions are outside SecureWorks Corp. Beginning in the third quarter of fiscal 2016, the costs of these services were charged in accordance with a shared services agreement between the Company and Dell that went into effect on August 1, 2015. The Company’s results of operations are not necessarily indicative of its future performance and do not reflect what the Company’s financial performance would have been had it been a stand-alone public company during the periods presented. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements. Assets and liabilities that are specifically identifiable or otherwise attributable to the Company, such as intangible assets, are included in the Condensed Consolidated Statements of Financial Position, presented above. Debt, and related interest expense, held by Dell, has not been allocated to SecureWorks for any of the periods presented as these borrowings were not directly attributable to the Company’s operations. Cash transfers between the Company and Dell prior to August 1, 2015 have been included in these financial statements as a component of permanent equity, as such amounts do not require repayment. The total net effect of these transfers is reflected in the Condensed Consolidated Statements of Financial Position and the Condensed Consolidated Statements of Stockholders' Equity as transfers from Parent and in the Condensed Consolidated Statements of Cash Flows as a financing activity. 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. Dell also has provided the Company with the services of a number of its executives and employees. Through the first two quarters of fiscal 2016, the costs of such services were allocated to the Company based on the most relevant allocation method to the service provided, primarily based on relative percentage of total net sales, relative percentage of headcount, or specific identification. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented. As discussed above, beginning in the third quarter of fiscal 2016, the costs of these services were charged in accordance with a shared services agreement that went into effect on August 1, 2015. For more information regarding the allocated costs and related party transactions, see “ Note 8 -Related Party Transactions.” During the periods presented in the financial statements, SecureWorks 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 SecureWorks when those attributes are utilized or expect to be utilized by other members of the Dell consolidated group. See “ Note 7 —Income and Other Taxes” for more information. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the requirements of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statement presentation. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments consisting of normal recurring accruals and disclosures considered necessary for a fair interim presentation have been included. All significant inter-company accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended January 29, 2016 included in the Company's Prospectus constituting part of the Company's Registration Statement on Form S-1 (Registration No. 333-208596) and filed with the SEC on April 22, 2016. Certain prior period amounts have been reclassified to conform to the current period presentation with no effect on the Company's consolidated financial position or results of operations. The Condensed Consolidated Statements of Operations previously combined sales, general and administrative expenses. These statements now present sales and marketing separate from general and administrative expenses. These reclassifications did not affect total operating expenses. 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 year ending February 3, 2017 and the fiscal year ended January 29, 2016 as fiscal 2017 and fiscal 2016, respectively. The fourth quarter of fiscal 2017 will have 14 weeks, as fiscal 2017 includes 53 weeks and fiscal 2016 included 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 Condensed Consolidated Statements of Operations, estimates are used when accounting for revenue arrangements, determining cost of revenue, allocating cost in the form of depreciation and amortization and estimating the impact of contingencies. In the 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 estimates are used in determining the reported amounts of liabilities, such as taxes payable and the impact of contingencies, all of which also impact the Condensed Consolidated Statements of Operations. Actual results could differ from these estimates. Out-of-Period Adjustments The financial statements presented for the three and six months ended July 31, 2015 include adjustments to correct errors related to the period ended January 30, 2015. For the three months ended July 31, 2015, the out-of-period adjustments increased loss before taxes and net loss by approximately $1.4 million and $0.9 million , respectively. For the six months ended July 31, 2015, the out-of-period adjustments increased loss before taxes and net loss by approximately $3.2 million and $2.1 million , respectively. The out-of-period adjustments primarily relate to the timing of services revenue recognition, cost of sales of hardware equipment sold but not expensed, and compensation expense from the previous year not recorded. Because these errors, both individually and in the aggregate, were not material to any of the prior periods’ financial statements, and because the impact of correcting these errors in the fiscal 2016 period is not material to the financial statements presented, the Company recorded the correction of these errors in its fiscal 2016 financial statements. Management has concluded that the impact of the misstatement was not material to the previously issued financial statements. Stock-Based Compensation Policy In connection with the Company's IPO, its board of directors adopted the SecureWorks Corp. 2016 Long-Term Incentive Plan (the "2016 Plan"). The 2016 Plan became effective on April 18, 2016. The Company’s compensation programs also include grants under Dell’s share-based payment plans for two of the Company's named executive officers. Compensation expense related to these stock-based transactions was measured and recognized in the financial statements based on fair value. In general, the fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model. This model requires that at the date of grant the Company determine the fair value of the underlying common stock, the expected term of the award, the expected volatility of the stock price, risk-free interest rates, and the expected dividend yield. For more information regarding the Company's stock-based compensation programs see "Note 6—Stock-based Compensation." Recently Issued Accounting Pronouncements Statement of Cash Flows - In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - A consensus of the FASB Emerging Issues Task Force.” The update was issued with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 and other topics. The update is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Financial Instruments - Credit Losses - In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” 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 update is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Revenue from Contracts with Customers — In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers.” The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” The update clarifies aspects of ASU 2014-09 pertaining to the identification of performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross versus Net).” The update clarifies the principal-versus-agent implementation guidance in ASU 2014-09, which will impact whether an entity reports revenue on a gross or net basis. In May 2016, the FASB issued ASU 2016-11, “Revenue recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting." and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients.” These standards were issued to address implementation issues raised by the FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG). These updates are effective for the Company beginning in the first quarter of the fiscal year ending February 1, 2019. The Company is currently evaluating the impact of these updates on its consolidated financial statements. Compensation - Stock Compensation —In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting.” The update simplifies the income tax accounting and cash flow presentation related to share-based compensation by requiring the recognition of all excess tax benefits and deficiencies directly on the income statement and classification as cash flows from operating activities on the statement of cash flows. This update also makes several changes to the accounting for forfeitures and employee tax withholding on share-based compensation. The update is effective for the Company for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Leases — In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize most lease liabilities on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The update states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The update is effective for the Company for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Balance Sheet Classifications of Deferred Taxes — In November 2015, the FASB issued an amendment to its accounting guidance related to balance sheet classification of deferred taxes in ASU 2015-17, “Income Taxes (Topic 740).” The amendment requires that deferred tax assets and liabilities be classified as noncurrent in the statement of financial position. The Company elected to early adopt this standard in the fourth quarter of fiscal 2016 on a prospective basis. Other than the reclassification of deferred tax amounts in the Condensed Consolidated Statements of Financial Position as of January 29, 2016, the amendment had no impact on the Company’s Condensed Consolidated Statements of Financial Position. Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern — In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements — Going concern (Subtopic 205-40).” The update requires companies to evaluate at each reporting period whether there are conditions or events that raise substantial doubt about the company’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures will be required if management concludes that substantial doubt exists. This guidance is effective for the Company beginning in the first quarter of the fiscal year ending February 2, 2018. The Company does not expect this new guidance to impact its consolidated financial statements. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jul. 29, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE Net 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 as they would 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 both classes 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 net loss per common share (in thousands, except per share amounts): Three Months Ended Six Months Ended July 29, 2016 July 31, 2015 July 29, 2016 July 31, 2015 Numerator: Net loss $ (12,051 ) $ (21,124 ) $ (23,678 ) $ (38,954 ) Denominator: Weighted-average number of shares outstanding: Basic and Diluted 80,009 70,000 75,169 70,000 Loss per common share: Basic and Diluted $ (0.15 ) $ (0.30 ) $ (0.31 ) $ (0.56 ) Weighted-average anti-dilutive stock options, non-vested restricted stock and restricted stock units 4,925 — 2,699 — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 29, 2016 | |
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. There were no additions, adjustments, or impairments to goodwill during the periods presented. Accordingly, goodwill totaled $416.5 million as of July 29, 2016 and January 29, 2016 . Goodwill and indefinite lived intangible assets are tested for impairment on an annual basis during the third fiscal quarter, or sooner if an indicator of impairment occurs. Based on the results of the annual impairment test performed in the prior year, the fair value of the SecureWorks reporting unit exceeded its carrying value and no impairment of goodwill or indefinite-lived intangible assets existed at the testing date. Further, no triggering events have subsequently transpired that would indicate a potential impairment as of July 29, 2016 . Intangible Assets The Company's intangible assets at July 29, 2016 and January 29, 2016 , were as follows: July 29, 2016 January 29, 2016 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Customer relationships $ 189,518 $ (41,916 ) $ 147,602 $ 189,518 $ (34,869 ) $ 154,649 Technology 135,584 (37,515 ) 98,069 135,584 (30,694 ) 104,890 Finite-lived intangible assets 325,102 (79,431 ) 245,671 325,102 (65,563 ) 259,539 Trade name 30,118 — 30,118 30,118 — 30,118 Total intangible assets $ 355,220 $ (79,431 ) $ 275,789 $ 355,220 $ (65,563 ) $ 289,657 Amortization expense related to finite-lived intangible assets was approximately $6.9 million and $13.9 million for the three and six months ended July 29, 2016 , respectively, and $6.9 million and $14.4 million for the three and six months ended July 31, 2015 , respectively. There were no impairment charges related to intangible assets during the three and six months ended July 29, 2016 . |
Debt
Debt | 6 Months Ended |
Jul. 29, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Convertible Debt On June 30, 2015, the Company entered into an agreement with investors to sell up to $25.0 million in aggregate principal amount of its convertible notes. These investors included members of the Company’s Board of Directors who were director nominees prior to the date of the IPO. The initial sale of convertible notes was completed on August 3, 2015 in the aggregate principal amount of $22.0 million . On September 14, 2015, the Company sold an additional convertible note in the principal amount of $0.5 million , resulting in an aggregate principal amount of convertible notes outstanding of $22.5 million . These notes remained outstanding until the completion of the Company's IPO, on which date, according to their terms, the convertible notes automatically converted into 2,008,924 shares of the Class A common stock. The converted shares equaled the $22.5 million face value of the convertible notes divided by the conversion price of $11.20 per share, which was equal to 80% of the IPO price of $14.00 per share. 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 is available for one year beginning on April 21, 2016. Under the facility, up to $30 million principal amount of borrowings may be outstanding at any time. The maximum amount of borrowings may be increased by up to an additional $30 million by mutual agreement of the lender and borrower. The proceeds from loans made under the facility may be used for general corporate purposes. The facility is not guaranteed by SecureWorks Corp. or its subsidiaries. There was no outstanding balance under the revolving credit facility as of July 29, 2016. Each loan made under the revolving credit facility will accrue interest at an annual rate equal to the applicable London interbank offered rate plus 1.60% . Amounts under the facility may be borrowed, repaid and reborrowed from time to time during the term of the facility. The borrower will be required to repay in full all of the loans outstanding, including all accrued interest, and the facility will terminate, upon a change of control of SecureWorks Corp. or following a transaction in which SecureWorks, Inc. ceases to be a direct or indirect wholly-owned subsidiary of SecureWorks Corp. The credit agreement contains customary representations, warranties 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Contingencies — From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. SecureWorks 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 legal cases at least quarterly and adjusts its liability 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 determination is made. As of July 29, 2016, the Company does not believe there are any matters, individually or in the aggregate, that could have a material adverse effect on its results of operations, financial condition or liquidity. During the fiscal year ended January 29, 2016, there was one legal matter settled, which is summarized below: SRI International v. Dell Inc. and SecureWorks, Inc. — On April 26, 2013, SRI International filed a complaint in the United States District Court for the District of Delaware against the Company and Dell Inc. captioned “SRI International, Inc. v. Dell Inc. and SecureWorks, Inc., Civ. No. 13-737-SLR.” The complaint alleged that the Company and Dell Inc. were infringing and inducing the infringement of SRI International patent U.S. 6,711,615 covering network intrusion detection technology and SRI International patent U.S. 6,484,203 covering hierarchical event monitoring analysis. SRI International sought damages (including enhanced damages for alleged willful infringement), a recovery of costs and attorneys’ fees, and other relief as the court deemed appropriate, and demanded a jury trial. The Company filed an answer to SRI International’s complaint which asserted affirmative defenses and counterclaims, including that the Company does not infringe or induce the infringement of the asserted patents and that the asserted patents are invalid and unenforceable. In July 2015, the Company undertook settlement discussions with SRI International. In August 2015, SRI International and Dell Inc. entered into a settlement and license agreement under which SRI International granted to Dell Inc. and its affiliates a perpetual, fully paid-up, non-transferable, non-assignable or sublicensable worldwide license under the patents subject to the litigation. Dell Inc. paid to SRI International a one-time lump sum of $7.5 million and the parties agreed to stipulate to dismissal with prejudice of all claims asserted by SRI International and dismissal without prejudice of all claims asserted by Dell Inc. or the Company in the litigation. Under the settlement and license agreement, if any affiliate of Dell Inc. (including the Company) ceases to be an affiliate of Dell Inc., that entity will retain its license under the agreement with SRI International, subject to certain terms and conditions as set out in the agreement with SRI International. The United States District Court for the District of Delaware dismissed the action in September 2015. In connection with this matter, the Company expensed $3.0 million and $1.9 million in the first and second quarters, respectively, of fiscal 2016. In addition, the Company recognized a $2.6 million prepaid patent license agreement during the second quarter of fiscal 2016. Indemnifications — In the ordinary course of business, SecureWorks enters into contractual arrangements under which the Company agrees to indemnify its clients from certain losses incurred by the client as to third-party claims relating to the services performed on behalf of SecureWorks or for certain losses incurred by the client 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 — The Company sells solutions to clients of all sizes primarily through direct sales organization, supplemented by sales through channel partners. The Company had a single client that represented approximately 8% of its revenue for both the three and six months ended July 29, 2016 and 9% and 10% for the three and six months ended July 31, 2015 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 29, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION In connection with the Company's IPO, its board of directors adopted the SecureWorks Corp. 2016 Long-Term Incentive 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 8,500,000 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. 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. On April 21, 2016, in connection with the Company's IPO, 2,669,788 stock options were granted to employees and 240,715 stock options were granted to directors at an exercise price of $14.00 per share. The stock options will vest over an average service period of four years. No stock options were granted under the 2016 Plan during the three months ended July 29, 2016. The Company recognized $1.0 million and $1.1 million in compensation expense for the three and six months ended July 29, 2016 , respectively. The tax benefit related to stock-based compensation expense was $0.4 million for both the three and six months ended July 29, 2016. The fair value of stock options granted during the three months ended April 29, 2016 was 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 weighted assumptions utilized for valuation of options under this model as well as the weighted-average grant date fair value of stock options granted during the three months ended April 29, 2016 are summarized below. Three Months Ended April 29, 2016 Expected life 6.3 years Risk-free interest rate 1.69% Volatility 44.76% Dividend yield —% Expected forfeiture rate 6.12% Weighted-average grant-date fair value $6.15 The following table summarizes stock option activity and options outstanding and exercisable for the six months ended , and as of, July 29, 2016 : Number of Options Weighted- Weighted- Weighted-Average Grant date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balance, January 29, 2016 — $ — — $ — — Granted 2,910,503 $ 14.00 9.73 $ 6.15 $ — Exercised — $ — — — Canceled, expired or forfeited (98,267 ) $ 14.00 — $ 6.36 — Balance, July 29, 2016 2,812,236 $ 14.00 9.73 $ 6.14 $ 2,278 Options expected to vest, July 29, 2016 2,570,328 $ 14.00 9.73 $ 6.13 $ 2,082 Options exercisable, July 29, 2016 — $ — — $ — $ — At July 29, 2016 , unrecognized stock-based compensation expense related to stock options was $ 14.7 million , net of estimated forfeitures, which is expected to be recognized over the weighted-average remaining requisite period of 4.01 years . In connection with the acquisition of Dell by Dell Technologies in 2013, the Company’s compensation programs included grants under the Denali Holding 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 named executive officers. Upon the closing of the Company's IPO, 165,820 unvested time-based awards were forfeited. During the three months ended July 29, 2016, 78,544 stock options were exercised at a weighted average exercise price of $13.75 per share. The total intrinsic value of the options exercised was $1.1 million . As of July 29, 2016 , 432,001 awards remained outstanding. The Company recognized compensation expense related to these awards of $0.2 million and $0.4 million for the three and six months ended July 29, 2016 , respectively, and $0.2 million and $0.4 million for the three and six months ended July 31, 2015 , respectively. Restricted Stock and Restricted Stock Units Under the 2016 Plan, a restricted stock award 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 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 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 restricted stock units in cash, shares of Class A common stock or a combination of the two. In connection with the Company's IPO, 662,225 shares of restricted stock and 1,378,436 restricted stock units were granted to employees. In addition, 66,965 restricted stock units were granted to directors. The fair value of the restricted stock and restricted stock units was $14.00 per share. During the three months ended July 29, 2016, 8,929 restricted stock units were granted to employees. The fair value of the restricted stock units was $13.28 per share. The Company recognized compensation expense related to these awards of $1.8 million and $1.9 million for the three and six months ended July 29, 2016 , respectively. At July 29, 2016 , unrecognized stock-based compensation expense related to restricted stock awards and restricted stock units was $23.3 million , which is expected to be recognized over the weighted-average remaining requisite period of 3.87 years . The following table summarizes non-vested restricted stock and restricted stock units activity for the six months ended , and as of, July 29, 2016 . Number of Shares Weighted- Average Grant Date Fair Value Per Share Weighted- Aggregate Intrinsic Value (in thousands) Balance, January 29, 2016 — $ — — $ — Granted 2,116,555 $ 13.67 2.22 $ 31,346 Vested — — — — Forfeited (63,572 ) $ 14.00 — — Converted — — — — Balance, July 29, 2016 2,052,983 $ 13.66 2.28 $ 30,405 Restricted Stock and Restricted Stock Units expected to vest, July 29, 2016 1,846,363 $ 13.63 2.54 $ 27,345 Stock-based Compensation Expense The following table summarizes the classification of stock-based compensation expense related to stock options and non-vested restricted stock and restricted stock units for the three and six months ended July 29, 2016 and July 31, 2015. Stock-based compensation expense for the prior year periods related solely to grants under the Denali Holding Inc 2013 Stock Incentive Plan awarded to two of the Company's named executive officers. Three Months Ended Six Months Ended July 29, July 31, July 29, July 31, (in thousands) (in thousands) Cost of revenue $ 156 $ — $ 175 $ — Research and development 688 70 770 136 Sales and marketing 362 — 405 — General and administrative 1,799 144 2,015 278 Total stock-based compensation expense $ 3,005 $ 214 $ 3,365 $ 414 |
Income and Other Taxes
Income and Other Taxes | 6 Months Ended |
Jul. 29, 2016 | |
Income Tax Disclosure [Abstract] | |
Income and Other Taxes | INCOME AND OTHER TAXES The Company’s effective income tax rate for the three and six month ended July 29, 2016 and July 31, 2015, was as follows: Three Months Ended Six Months Ended July 29, 2016 July 31, 2015 July 29, 2016 July 31, 2015 Loss before income taxes $ (19,196 ) $ (32,046 ) $ (37,831 ) $ (59,194 ) Income tax benefit $ (7,145 ) $ (10,922 ) $ (14,153 ) $ (20,240 ) Effective tax rate 37.2 % 34.1 % 37.4 % 34.2 % The change in the Company's effective income tax rate for the three and six months ended July 29, 2016 and July 31, 2015 was primarily attributable to a change in the mix of geographic losses as well as an additional tax benefit from domestic tax credits. The income tax rate for future quarters of fiscal 2017 will be impacted by the actual mix of jurisdictions in which results are generated. During the periods presented in the financial statements, SecureWorks 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 SecureWorks when those attributes are utilized by other members of the Dell consolidated group. As of July 29, 2016 and January 29, 2016 , SecureWorks had $2.3 million and $2.4 million of deferred tax assets, respectively, related to net operating loss carryforwards for state tax returns that are not included with those of other Dell entities. These net operating loss carryforwards begin expiring in fiscal 2017. 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 July 29, 2016 and January 29, 2016 . 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 six months ended July 29, 2016 would have been $37.8 million , $5.2 million and $32.7 million , respectively, as a result of the recognition of a valuation allowance that would be recorded on certain deferred tax assets. The cumulative undistributed earnings in the Company’s non-U.S jurisdictions are currently negative. The Company, therefore, has no unrecognized deferred tax liability on these earnings. The Company had $0.2 million of unrecognized tax benefits as of July 29, 2016 and no unrecognized tax benefits as of January 29, 2016 . The Company is no longer subject to tax examinations for years prior to fiscal 2012. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 29, 2016 | |
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, including finance, tax, human resources, legal, insurance, IT, procurement and facilities-related services. Dell also has provided SecureWorks with the services of a number of its executives and employees. For the first two quarters of fiscal 2016, the costs of such services were allocated to the Company based on the allocation method most relevant to the service provided, primarily based on relative percentage of total net sales, relative percentage of headcount or specific identification. Beginning in the third quarter of fiscal 2016, the costs of services provided to SecureWorks by Dell were governed by a shared services agreement between SecureWorks and Dell Inc. or its wholly-owned subsidiaries. The total amount of the charges under the shared services agreement with Dell and allocations from Dell were $1.3 million and $2.7 million for the three and six months ended July 29, 2016 , respectively, and $2.6 million and $5.5 million for the three and six months ended July 31, 2015 , respectively. The amounts for the three and six months ended July 31, 2015 included $0.8 million and $2.0 million , respectively, of fees for professional services directly related to a legal proceeding discussed in "Note 5—Commitments and Contingencies" that was settled during fiscal year 2016. These cost allocations are reflected primarily within general and administrative expenses in the Condensed Consolidated Statements of Operations. Management believes that the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented. The Company’s historical financial statements do not purport to reflect what the Company's results of operations, financial position, equity, or cash flows would have been if the Company had operated as a stand-alone public company during the periods presented. Related Party Arrangements For the periods presented, related party transactions and activities involving Dell 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 certain enterprise hardware systems from Dell and Dell’s wholly-owned subsidiaries in order to provide security solutions to the Company’s clients. For the first two quarters of fiscal 2016, the expenses associated with these transactions reflect Dell’s costs and are included in cost of revenue in the Condensed Consolidated Statements of Operations. Beginning in the third quarter of fiscal 2016, expenses associated with these transactions are intended to approximate arm’s-length pricing pursuant to the Company’s amended and restated master commercial customer agreement with a subsidiary of Dell Inc. that went into effect on August 1, 2015. Purchases of systems from Dell totaled $0.2 million and $3.0 million for the three and six months ended July 29, 2016 , respectively, and $2.1 million and $5.3 million for the three and six months ended July 31, 2015 , respectively. The Company also purchases computer equipment for internal use from Dell that was capitalized within property and equipment in the Condensed Consolidated Statements of Financial Position. For the first two quarters of fiscal 2016, these purchases were made at Dell’s cost. Beginning in the third quarter of fiscal 2016, these purchases were made at pricing that is intended to approximate arm’s-length pricing. Purchases of computer equipment from Dell totaled $1.0 million and $1.5 million for the three and six months ended July 29, 2016 , respectively, and $2.0 million and $3.7 million for the three and six months ended July 31, 2015 , respectively. The Company recognized revenue related to solutions provided to Michael S. Dell, Chairman and Chief Executive Officer of Dell Inc., the Susan Lieberman Dell Separate Property Trust (a separate property trust for the benefit of Mr. Dell’s wife) and MSD Capital, L.P. (a firm founded for the purposes of managing investments of Mr. Dell and his family). The revenues recognized by the Company from solutions provided to Mr. Dell, the Susan Lieberman Dell Separate Property Trust and MSD Capital totaled $31 thousand and $54 thousand for the three and six months ended July 29, 2016 , respectively, and $108 thousand and $160 thousand for the three and six months ended July 31, 2015 , respectively. The Company provides solutions to certain clients whose legal contractual relationship has historically been with Dell rather than SecureWorks, although the Company is the primary obligor and carries credit and inventory risk in these arrangements. 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 client contracts were transferred from Dell to the Company, forming a direct legal contractual relationship between the Company and the end client. For clients whose contracts have not yet been transferred, the Company recognized revenues of approximately $9.3 million and $18.6 million for the three and six months ended July 29, 2016 , respectively. As the Company’s client and on behalf of certain of its own clients, Dell also purchases solutions from the Company. Beginning in the third quarter of fiscal 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 $5.0 million and $ 9.9 million for the three and six months ended July 29, 2016 , respectively. As a result of the foregoing related party arrangements beginning in the third quarter of fiscal 2016, the Company has recorded the following related party balances in the Condensed Consolidated Statement of Financial Position as of July 29, 2016 and January 29, 2016. July 29, 2016 January 29, 2016 (in thousands) Intercompany receivable $ 55,337 $ 19,496 Intercompany payable (55,996 ) (41,187 ) Net intercompany payable (in accrued and other) $ (659 ) $ (21,691 ) Accounts receivable from clients under reseller agreements with Dell (in accounts receivable, net) $ 13,838 $ 15,552 Net operating loss tax sharing receivable under agreement with Dell (in other non-current assets at July 29, 2016 and other non-current liabilities at January 29, 2016) $ 20,678 $ 18,509 Cash Management Dell utilizes a centralized approach to cash management and financing of its operations. For the period presented prior to August 1, 2015, Dell funded the Company’s operating and investing activities as needed and transferred the Company’s excess cash at its discretion. This arrangement is not reflective of the manner in which the Company would have been able to finance the Company’s operations had the Company been a stand-alone business separate from Dell during the three and six months ended July 31, 2015. Cash transfers to and from Dell’s cash management accounts for the three and six months ended July 31, 2015 are reflected within additional paid in capital in the Condensed Consolidated Statements of Financial Position and the Condensed Consolidated Statements of Cash Flows as a financing activity. Guarantees Upon the completion of the acquisition of Dell by Dell Technologies, the Company guaranteed repayment of certain indebtedness incurred by Dell to finance the transaction and pledged substantially all of the Company’s assets to secure repayment of the indebtedness. Effective on August 1, 2015, the Company’s guarantees of Dell’s indebtedness and the pledge of the Company’s assets were terminated and the Company ceased to be subject to the restrictions of the agreements governing the indebtedness. Following the Company’s IPO, all of the Company’s shares of common stock held by Dell Marketing L.P., an indirect wholly-owned subsidiary of Dell Inc. and Dell Technologies, or by any other subsidiary of Dell Technologies that is a party to the debt agreements, is pledged to secure repayment of the foregoing indebtedness. |
Description of the Business a17
Description of the Business and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the requirements of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statement presentation. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments consisting of normal recurring accruals and disclosures considered necessary for a fair interim presentation have been included. All significant inter-company accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended January 29, 2016 included in the Company's Prospectus constituting part of the Company's Registration Statement on Form S-1 (Registration No. 333-208596) and filed with the SEC on April 22, 2016. |
Reclassifications | Certain prior period amounts have been reclassified to conform to the current period presentation with no effect on the Company's consolidated financial position or results of operations. The Condensed Consolidated Statements of Operations previously combined sales, general and administrative expenses. These statements now present sales and marketing separate from general and administrative expenses. These reclassifications did not affect total operating expenses. |
Fiscal Year | 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 year ending February 3, 2017 and the fiscal year ended January 29, 2016 as fiscal 2017 and fiscal 2016, respectively. The fourth quarter of fiscal 2017 will have 14 weeks, as fiscal 2017 includes 53 weeks and fiscal 2016 included 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 Condensed Consolidated Statements of Operations, estimates are used when accounting for revenue arrangements, determining cost of revenue, allocating cost in the form of depreciation and amortization and estimating the impact of contingencies. In the 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 estimates are used in determining the reported amounts of liabilities, such as taxes payable and the impact of contingencies, all of which also impact the Condensed Consolidated Statements of Operations. Actual results could differ from these estimates. |
Stock-Based Compensation Policy | Stock-Based Compensation Policy In connection with the Company's IPO, its board of directors adopted the SecureWorks Corp. 2016 Long-Term Incentive Plan (the "2016 Plan"). The 2016 Plan became effective on April 18, 2016. The Company’s compensation programs also include grants under Dell’s share-based payment plans for two of the Company's named executive officers. Compensation expense related to these stock-based transactions was measured and recognized in the financial statements based on fair value. In general, the fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model. This model requires that at the date of grant the Company determine the fair value of the underlying common stock, the expected term of the award, the expected volatility of the stock price, risk-free interest rates, and the expected dividend yield. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Statement of Cash Flows - In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - A consensus of the FASB Emerging Issues Task Force.” The update was issued with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 and other topics. The update is effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Financial Instruments - Credit Losses - In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” 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 update is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Revenue from Contracts with Customers — In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers.” The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” The update clarifies aspects of ASU 2014-09 pertaining to the identification of performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations (Reporting Revenue Gross versus Net).” The update clarifies the principal-versus-agent implementation guidance in ASU 2014-09, which will impact whether an entity reports revenue on a gross or net basis. In May 2016, the FASB issued ASU 2016-11, “Revenue recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting." and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients.” These standards were issued to address implementation issues raised by the FASB-IASB Joint Transition Resource Group for Revenue Recognition (TRG). These updates are effective for the Company beginning in the first quarter of the fiscal year ending February 1, 2019. The Company is currently evaluating the impact of these updates on its consolidated financial statements. Compensation - Stock Compensation —In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting.” The update simplifies the income tax accounting and cash flow presentation related to share-based compensation by requiring the recognition of all excess tax benefits and deficiencies directly on the income statement and classification as cash flows from operating activities on the statement of cash flows. This update also makes several changes to the accounting for forfeitures and employee tax withholding on share-based compensation. The update is effective for the Company for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Leases — In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize most lease liabilities on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The update states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The update is effective for the Company for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Balance Sheet Classifications of Deferred Taxes — In November 2015, the FASB issued an amendment to its accounting guidance related to balance sheet classification of deferred taxes in ASU 2015-17, “Income Taxes (Topic 740).” The amendment requires that deferred tax assets and liabilities be classified as noncurrent in the statement of financial position. The Company elected to early adopt this standard in the fourth quarter of fiscal 2016 on a prospective basis. Other than the reclassification of deferred tax amounts in the Condensed Consolidated Statements of Financial Position as of January 29, 2016, the amendment had no impact on the Company’s Condensed Consolidated Statements of Financial Position. Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern — In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements — Going concern (Subtopic 205-40).” The update requires companies to evaluate at each reporting period whether there are conditions or events that raise substantial doubt about the company’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures will be required if management concludes that substantial doubt exists. This guidance is effective for the Company beginning in the first quarter of the fiscal year ending February 2, 2018. The Company does not expect this new guidance to impact its consolidated financial statements. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jul. 29, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net loss per common share (in thousands, except per share amounts): Three Months Ended Six Months Ended July 29, 2016 July 31, 2015 July 29, 2016 July 31, 2015 Numerator: Net loss $ (12,051 ) $ (21,124 ) $ (23,678 ) $ (38,954 ) Denominator: Weighted-average number of shares outstanding: Basic and Diluted 80,009 70,000 75,169 70,000 Loss per common share: Basic and Diluted $ (0.15 ) $ (0.30 ) $ (0.31 ) $ (0.56 ) Weighted-average anti-dilutive stock options, non-vested restricted stock and restricted stock units 4,925 — 2,699 — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 29, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The Company's intangible assets at July 29, 2016 and January 29, 2016 , were as follows: July 29, 2016 January 29, 2016 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Customer relationships $ 189,518 $ (41,916 ) $ 147,602 $ 189,518 $ (34,869 ) $ 154,649 Technology 135,584 (37,515 ) 98,069 135,584 (30,694 ) 104,890 Finite-lived intangible assets 325,102 (79,431 ) 245,671 325,102 (65,563 ) 259,539 Trade name 30,118 — 30,118 30,118 — 30,118 Total intangible assets $ 355,220 $ (79,431 ) $ 275,789 $ 355,220 $ (65,563 ) $ 289,657 |
Schedule of Finite-Lived Intangible Assets | The Company's intangible assets at July 29, 2016 and January 29, 2016 , were as follows: July 29, 2016 January 29, 2016 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Customer relationships $ 189,518 $ (41,916 ) $ 147,602 $ 189,518 $ (34,869 ) $ 154,649 Technology 135,584 (37,515 ) 98,069 135,584 (30,694 ) 104,890 Finite-lived intangible assets 325,102 (79,431 ) 245,671 325,102 (65,563 ) 259,539 Trade name 30,118 — 30,118 30,118 — 30,118 Total intangible assets $ 355,220 $ (79,431 ) $ 275,789 $ 355,220 $ (65,563 ) $ 289,657 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 29, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted assumptions utilized for valuation of options under this model as well as the weighted-average grant date fair value of stock options granted during the three months ended April 29, 2016 are summarized below. Three Months Ended April 29, 2016 Expected life 6.3 years Risk-free interest rate 1.69% Volatility 44.76% Dividend yield —% Expected forfeiture rate 6.12% Weighted-average grant-date fair value $6.15 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity and options outstanding and exercisable for the six months ended , and as of, July 29, 2016 : Number of Options Weighted- Weighted- Weighted-Average Grant date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balance, January 29, 2016 — $ — — $ — — Granted 2,910,503 $ 14.00 9.73 $ 6.15 $ — Exercised — $ — — — Canceled, expired or forfeited (98,267 ) $ 14.00 — $ 6.36 — Balance, July 29, 2016 2,812,236 $ 14.00 9.73 $ 6.14 $ 2,278 Options expected to vest, July 29, 2016 2,570,328 $ 14.00 9.73 $ 6.13 $ 2,082 Options exercisable, July 29, 2016 — $ — — $ — $ — |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes non-vested restricted stock and restricted stock units activity for the six months ended , and as of, July 29, 2016 . Number of Shares Weighted- Average Grant Date Fair Value Per Share Weighted- Aggregate Intrinsic Value (in thousands) Balance, January 29, 2016 — $ — — $ — Granted 2,116,555 $ 13.67 2.22 $ 31,346 Vested — — — — Forfeited (63,572 ) $ 14.00 — — Converted — — — — Balance, July 29, 2016 2,052,983 $ 13.66 2.28 $ 30,405 Restricted Stock and Restricted Stock Units expected to vest, July 29, 2016 1,846,363 $ 13.63 2.54 $ 27,345 |
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 and non-vested restricted stock and restricted stock units for the three and six months ended July 29, 2016 and July 31, 2015. Stock-based compensation expense for the prior year periods related solely to grants under the Denali Holding Inc 2013 Stock Incentive Plan awarded to two of the Company's named executive officers. Three Months Ended Six Months Ended July 29, July 31, July 29, July 31, (in thousands) (in thousands) Cost of revenue $ 156 $ — $ 175 $ — Research and development 688 70 770 136 Sales and marketing 362 — 405 — General and administrative 1,799 144 2,015 278 Total stock-based compensation expense $ 3,005 $ 214 $ 3,365 $ 414 |
Income and Other Taxes (Tables)
Income and Other Taxes (Tables) | 6 Months Ended |
Jul. 29, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective income tax rate for the three and six month ended July 29, 2016 and July 31, 2015, was as follows: Three Months Ended Six Months Ended July 29, 2016 July 31, 2015 July 29, 2016 July 31, 2015 Loss before income taxes $ (19,196 ) $ (32,046 ) $ (37,831 ) $ (59,194 ) Income tax benefit $ (7,145 ) $ (10,922 ) $ (14,153 ) $ (20,240 ) Effective tax rate 37.2 % 34.1 % 37.4 % 34.2 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jul. 29, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | As a result of the foregoing related party arrangements beginning in the third quarter of fiscal 2016, the Company has recorded the following related party balances in the Condensed Consolidated Statement of Financial Position as of July 29, 2016 and January 29, 2016. July 29, 2016 January 29, 2016 (in thousands) Intercompany receivable $ 55,337 $ 19,496 Intercompany payable (55,996 ) (41,187 ) Net intercompany payable (in accrued and other) $ (659 ) $ (21,691 ) Accounts receivable from clients under reseller agreements with Dell (in accounts receivable, net) $ 13,838 $ 15,552 Net operating loss tax sharing receivable under agreement with Dell (in other non-current assets at July 29, 2016 and other non-current liabilities at January 29, 2016) $ 20,678 $ 18,509 |
Description of the Business a23
Description of the Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Apr. 27, 2016USD ($)$ / sharesshares | Nov. 24, 2015$ / sharesshares | Jan. 31, 2016shares | Jul. 29, 2016USD ($)segment$ / sharesshares | Jul. 31, 2015USD ($) | Apr. 22, 2016$ / sharesshares | Apr. 08, 2016shares | Jan. 29, 2016$ / sharesshares |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Proceeds from initial public offering, net | $ | $ 99,604 | $ 0 | ||||||
Discounts, commissions and offering expenses | $ | $ 12,400 | |||||||
Number of reportable segments | segment | 1,000,000 | |||||||
Common Stock, Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 1,000 | 2,500,000,000 | 2,500,000,000 | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||
Common stock, shares issued (in shares) | 8,000,000 | |||||||
Common stock, shares outstanding (in shares) | 10,671,000 | |||||||
Price per share (usd per share) | $ / shares | $ 14 | |||||||
Proceeds from initial public offering, net | $ | $ 99,600 | |||||||
Common Stock, Class A | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued (in shares) | 8,000,000 | |||||||
Common stock, shares issued, conversion of notes (in shares) | 2,008,924 | 2,009,000 | ||||||
Common Stock, Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 1,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Common stock, shares outstanding (in shares) | 70,000,000 | 70,000,000 | ||||||
Stock split | 70,000 | |||||||
Predecessor | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 1,000 | |||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||
Common stock, shares issued (in shares) | 1,000 | |||||||
Common stock, shares outstanding (in shares) | 1,000 | |||||||
Successor | Common Stock, Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 1,000 | |||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||
Successor | Common Stock, Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 1,000 | |||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||
Common stock, shares issued (in shares) | 1,000 | |||||||
Common stock, shares outstanding (in shares) | 1,000 | |||||||
IPO | Denali | ||||||||
Class of Stock [Line Items] | ||||||||
Percent of outstanding shares owned | 86.80% | |||||||
Percent of voting interests owned | 98.50% |
Description of the Business a24
Description of the Business and Basis of Presentation - Out of Period Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Loss before income taxes | $ 19,196 | $ 32,046 | $ 37,831 | $ 59,194 |
Net loss | $ 12,051 | 21,124 | $ 23,678 | 38,954 |
Restatement Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Loss before income taxes | 1,400 | 3,200 | ||
Net loss | $ 900 | $ 2,100 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (12,051) | $ (21,124) | $ (23,678) | $ (38,954) |
Weighted average number of shares outstanding, basic and diluted (in shares) | 80,009 | 70,000 | 75,169 | 70,000 |
Loss per common share, basic and diluted (usd per share) | $ (0.15) | $ (0.30) | $ (0.31) | $ (0.56) |
Stock options, anti-dilutive (in shares) | 4,925 | 0 | 2,699 | 0 |
Goodwill and Intangible Asset26
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Jul. 29, 2016 | Jan. 29, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 416,487 | $ 416,487 |
Goodwill and Intangible Asset27
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | Jan. 29, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | $ 325,102,000 | $ 325,102,000 | $ 325,102,000 | ||
Accumulated Amortization | (79,431,000) | (79,431,000) | (65,563,000) | ||
Net | 245,671,000 | 245,671,000 | 259,539,000 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Gross | 355,220,000 | 355,220,000 | 355,220,000 | ||
Accumulated Amortization | (79,431,000) | (79,431,000) | (65,563,000) | ||
Net | 275,789,000 | 275,789,000 | 289,657,000 | ||
Amortization expense | 6,900,000 | $ 6,900,000 | 13,900,000 | $ 14,400,000 | |
Impairment charges | 0 | 0 | |||
Trade name | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-Lived Intangible Assets | 30,118,000 | 30,118,000 | 30,118,000 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 189,518,000 | 189,518,000 | 189,518,000 | ||
Accumulated Amortization | (41,916,000) | (41,916,000) | (34,869,000) | ||
Net | 147,602,000 | 147,602,000 | 154,649,000 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Accumulated Amortization | (41,916,000) | (41,916,000) | (34,869,000) | ||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 135,584,000 | 135,584,000 | 135,584,000 | ||
Accumulated Amortization | (37,515,000) | (37,515,000) | (30,694,000) | ||
Net | 98,069,000 | 98,069,000 | 104,890,000 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Accumulated Amortization | $ (37,515,000) | $ (37,515,000) | $ (30,694,000) |
Debt (Details)
Debt (Details) - USD ($) | Apr. 27, 2016 | Nov. 02, 2015 | Jul. 29, 2016 | Sep. 14, 2015 | Aug. 03, 2015 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||||||
Convertible notes outstanding | $ 22,500,000 | |||||
Common Stock, Class A | ||||||
Debt Instrument [Line Items] | ||||||
Shares issued in conversion (in shares) | 2,008,924 | |||||
Convertible notes | $ 22,500,000 | |||||
Conversion price | $ 11.20 | |||||
Conversion price, percent of IPO price | 80.00% | |||||
Price per share (usd per share) | $ 14 | |||||
Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Maximum principal amount of convertible notes to be sold | $ 500,000 | $ 22,000,000 | $ 25,000,000 | |||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 30,000,000 | |||||
Maximum amount outstanding during period | 30,000,000 | |||||
Additional borrowing capacity | $ 30,000,000 | |||||
Line of credit, outstanding balance | $ 0 | |||||
Unused capacity, commitment fee percentage | 0.35% | |||||
Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.60% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | May 01, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Customer Concentration Risk | Sales Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 8.00% | 9.00% | 8.00% | 10.00% | ||
Settled Litigation | SRI International | ||||||
Concentration Risk [Line Items] | ||||||
Litigation settlement amount | $ 7.5 | |||||
Expense recognized related to litigation | $ 1.9 | $ 3 | ||||
Prepaid patent license agreement | $ 2.6 | $ 2.6 | $ 2.6 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2016 | Apr. 21, 2016 | Apr. 18, 2016 | Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | Jan. 29, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ 3,005 | $ 214 | $ 3,365 | $ 414 | ||||
Equity instruments other than options, outstanding (in shares) | 2,116,555 | |||||||
Equity instruments other than options, granted, fair value (usd per share) | $ 13.67 | |||||||
Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding, weighted-average contractual life (years) | 9 years 8 months 24 days | |||||||
Price per share (usd per share) | $ 14 | $ 13.75 | $ 14 | |||||
Total stock-based compensation expense | $ 1,000 | $ 1,100 | ||||||
Tax benefit related to stock-based compensation expense | $ 400 | $ 400 | ||||||
Exercises in period (in shares) | 78,544 | 0 | ||||||
Exercises in period, intrinsic value | $ 1,100 | |||||||
Options outstanding (in shares) | 2,812,236 | 2,812,236 | 0 | |||||
Compensation cost not yet recognized | $ 14,700 | $ 14,700 | ||||||
Weighted-average remaining requisite period | 4 years 3 days | |||||||
Employee Stock Option | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options, outstanding (in shares) | 2,669,788 | 0 | ||||||
Employee Stock Option | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options, outstanding (in shares) | 240,715 | |||||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options, outstanding (in shares) | 662,225 | |||||||
Equity instruments other than options, granted, fair value (usd per share) | $ 14 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options, outstanding (in shares) | 1,378,436 | |||||||
Equity instruments other than options, granted, fair value (usd per share) | $ 14,000,000 | $ 13.28 | ||||||
Restricted Stock Units (RSUs) | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options, outstanding (in shares) | 8,929 | |||||||
Restricted Stock Units (RSUs) | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options, outstanding (in shares) | 66,965 | |||||||
Restricted Stock And RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ 1,800 | $ 1,900 | ||||||
Non-Option Equity Instruments | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation cost not yet recognized | 23,300 | $ 23,300 | ||||||
Weighted-average remaining requisite period | 3 years 10 months 12 days | |||||||
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 Stock, Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of fair market value of Class A common stock | 100.00% | |||||||
2016 Plan | Stock Compensation Plan | Common Stock, Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 8,500,000 | |||||||
2016 Plan | Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding, weighted-average contractual life (years) | 5 years | |||||||
2016 Plan | Employee Stock Option | Common Stock, 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% | |||||||
2013 Plan | Employee Stock Option, Time Based | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unvested time-based awards forfeited | 165,820 | |||||||
2013 Plan | Employee Stock Option, Performance Based | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total stock-based compensation expense | $ 200 | $ 200 | $ 400 | $ 400 | ||||
Options outstanding (in shares) | 432,001 | 432,001 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Assumptions (Details) - Employee Stock Option - $ / shares | 3 Months Ended | 6 Months Ended |
Apr. 29, 2016 | Jul. 29, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 years 3 months 22 days | |
Risk-free interest rate | 1.69% | |
Volatility | 44.76% | |
Dividend yield | 0.00% | |
Expected forfeiture rate | 6.12% | |
Weighted-average grant-date fair value (usd per share) | $ 6.15 | $ 6.15 |
Stock-Based Compensation - St32
Stock-Based Compensation - Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2016 | Jul. 29, 2016 | Apr. 29, 2016 | Jul. 29, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Number of options outstanding, beginning (in shares) | 0 | 0 | ||
Granted (in shares) | 2,910,503 | |||
Exercised (in shares) | (78,544) | 0 | ||
Canceled, expired or forfeited (in shares) | (98,267) | |||
Number of options outstanding, ending (in shares) | 2,812,236 | 2,812,236 | ||
Number of options expected to vest (in shares) | 2,570,328 | 2,570,328 | ||
Number of options exercisable (in shares) | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Weighted-average exercise price, beginning (usd per share) | $ 0 | $ 0 | ||
Granted (usd per share) | $ 14 | $ 13.75 | 14 | |
Exercised (usd per share) | 0 | |||
Canceled, expired or forfeited (usd per share) | 14 | |||
Weighted-average exercise price, ending (usd per share) | 14 | 14 | ||
Weighted-average exercise price, options expected to vest (usd per share) | 14 | 14 | ||
Options exercisable, weighted-average exercise price (usd per share) | $ 0 | $ 0 | ||
Options granted, weighted average contractual life (years) | 9 years 8 months 24 days | |||
Options outstanding, weighted-average contractual life (years) | 9 years 8 months 24 days | |||
Options expected to vest, weighted-average exercise price (years) | 9 years 8 months 24 days | |||
Options granted, weighted average grant date fair value (usd per share) | $ 6.15 | $ 6.15 | ||
Options canceled, expired or forfeited, weighted average grant date fair value (usd per share) | 6.36 | |||
Options outstanding, weighted average grant date fair value (usd per share) | 6.14 | |||
Options expected to vest, weighted average grant date fair value (usd per share) | 6.13 | |||
Options exercisable, weighted average grant date fair value (usd per share) | $ 0 | |||
Options outstanding, aggregate intrinsic value | $ 2,278 | $ 2,278 | ||
Options expected to vest, aggregate intrinsic value | 2,082 | 2,082 | ||
Options exercisable, aggregate intrinsic value | $ 0 | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2016 | Jul. 29, 2016 | Jul. 29, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares outstanding and unvested, beginning (in shares) | 0 | ||
Granted (in shares) | 2,116,555 | ||
Vested (in shares) | 0 | ||
Forfeited (in shares) | (63,572) | ||
Converted (in shares) | 0 | ||
Number of shares outstanding and unvested, ending (in shares) | 2,052,983 | 2,052,983 | |
Number of shares expected to vest (in shares) | 1,846,363 | 1,846,363 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted-average exercise price, beginning (usd per share) | $ 0 | ||
Granted (usd per share) | 13.67 | ||
Vested (usd per share) | 0 | ||
Forfeited (usd per share) | 14 | ||
Converted (usd per share) | 0 | ||
Weighted-average exercise price, ending (usd per share) | $ 13.66 | 13.66 | |
Number of shares expected to vest (in shares) | $ 13.63 | ||
Equity instruments other than options, granted, weighted-average contractual life (years) | 2 years 2 months 18 days | ||
Equity instruments other than options, outstanding, weighted-average contractual life (years) | 2 years 3 months 10 days | ||
Equity instruments other than options, expected to vest, aggregate intrinsic value | $ 27,345 | $ 27,345 | |
Equity instruments other than options, granted, aggregate intrinsic value | 31,346 | $ 31,346 | |
Equity instruments other than options, expected to vest, weighted-average contractual life (years) | 2 years 6 months 15 days | ||
Equity instruments other than options, outstanding, aggregate intrinsic value | $ 30,405 | $ 30,405 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in shares) | 1,378,436 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Granted (usd per share) | $ 14,000,000 | $ 13.28 |
Stock-Based Compensation - St34
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 3,005 | $ 214 | $ 3,365 | $ 414 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 156 | 0 | 175 | 0 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 688 | 70 | 770 | 136 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 362 | 0 | 405 | 0 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 1,799 | $ 144 | $ 2,015 | $ 278 |
Income and Other Taxes (Details
Income and Other Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | Jan. 29, 2016 | |
Valuation Allowance [Line Items] | |||||
Loss before income taxes | $ (19,196,000) | $ (32,046,000) | $ (37,831,000) | $ (59,194,000) | |
Income tax benefit | $ (7,145,000) | $ (10,922,000) | $ (14,153,000) | $ (20,240,000) | |
Effective tax rate | 37.20% | 34.10% | 37.40% | 34.20% | |
Loss carryforwards | $ 2,300,000 | $ 2,300,000 | $ 2,400,000 | ||
Net loss | 12,051,000 | $ 21,124,000 | 23,678,000 | $ 38,954,000 | |
Unrecognized tax benefits | 200,000 | 200,000 | 0 | ||
Unrecognized deferred tax liability | $ 0 | 0 | $ 0 | ||
Prepared Using Separate Return Method | |||||
Valuation Allowance [Line Items] | |||||
Loss before income taxes | (37,800,000) | ||||
Income tax benefit | (5,200,000) | ||||
Net loss | $ (32,700,000) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2016 | Jul. 31, 2015 | Jul. 29, 2016 | Jul. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Charged under shared services agreement | $ 29,306 | $ 28,148 | $ 57,158 | $ 53,932 |
Purchases of systems from Dell | 52,907 | 44,717 | 102,756 | 88,713 |
Purchases of computer equipment from Dell | 7,930 | 6,207 | ||
Revenues | 103,653 | 79,855 | 203,446 | 157,254 |
Dell Inc. | Principal Owner | ||||
Related Party Transaction [Line Items] | ||||
Charged under shared services agreement | 1,300 | 2,600 | 2,700 | 5,500 |
Fees for professional services | 800 | 2,000 | ||
Purchases of systems from Dell | 200 | 2,100 | 3,000 | 5,300 |
Purchases of computer equipment from Dell | 1,000 | 2,000 | 1,500 | 3,700 |
Dell Inc. | Principal Owner | Contracts Not Yet Transferred | ||||
Related Party Transaction [Line Items] | ||||
Revenues | 9,300 | 18,600 | ||
Dell Inc. | Principal Owner | Solutions Purchases | ||||
Related Party Transaction [Line Items] | ||||
Revenues | 5,000 | 9,900 | ||
Dell Inc. | Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Revenues | $ 31 | $ 108 | $ 54 | $ 160 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions Rollforward (Details) - USD ($) $ in Thousands | Jul. 29, 2016 | Jan. 29, 2016 |
Related Party Transaction [Line Items] | ||
Intercompany receivable | $ 55,337 | $ 19,496 |
Intercompany payable | (55,996) | (41,187) |
Net intercompany payable (in accrued and other) | (659) | (21,691) |
Other non-current assets | 26,991 | 9,336 |
Other non-current liabilities | 97,089 | 90,984 |
Dell Inc. | Principal Owner | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from clients under reseller agreements with Dell (in accounts receivable, net) | 13,838 | 15,552 |
Other non-current assets | $ 20,678 | |
Other non-current liabilities | $ 18,509 |