(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended February 2, 2018
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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27-0463349
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01 per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
¨
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
þ
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TABLE OF CONTENTS
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prevent security breaches by fortifying their cyber defenses,
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detect malicious activity,
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respond rapidly to security breaches, and
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predict emerging threats.
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maintain and extend our technology leadership,
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expand and diversify our client base,
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deepen our existing client relationships, and
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attract and retain top talent.
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▪
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Managed security
, through which we provide our clients global visibility and insight into malicious activity enabling them to detect and effectively remediate threats quickly
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Threat intelligence
, through which we deliver early warnings of vulnerabilities and threats, along with actionable information to help prevent any adverse impact
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Security and risk consulting
, through which we advise our clients on a variety of security and risk-related matters, such as how to design and build strategic security programs, assess and test security capabilities and meet regulatory requirements
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Incident response
, through which we help our clients minimize the impact and duration of security breaches through proactive client preparation, rapid containment and thorough event analysis followed by effective remediation
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•
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Counter Threat Appliance.
Our Counter Threat Appliance performs several of the important functions of the Counter Threat Platform. The Counter Threat Appliance is a physical or virtual appliance deployed in a client’s data center, branch office or cloud environment, or our own data center. This technology supports a wide range of security and network devices, applications and endpoints to collect information on the client environment, perform analytics and report to our counter threat operations centers. The Counter Threat Appliance establishes secure non-intrusive communications to transmit data back to our data centers, where the Counter Threat Platform enriches data with our intelligence based on our intimate knowledge of threats and client specific intelligence to detect security incidents.
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Foresee.
Foresee, our behavioral and self-learning technology, identifies malicious events through the use of machine learning algorithms to determine the probability and confidence that a particular event or a collection of events is malicious. Foresee learns which events are malicious or non-malicious based on ongoing feedback from our certified security analysts and applies machine-learning analysis techniques for the discovery of previously unknown threats.
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Multi-Purpose Logic Engine.
Our Multi-Purpose Logic Engine is an analytics engine that leverages our broad visibility into the global threat environment and applied intelligence from the Counter Threat Unit to identify security incidents of interest. The engine intelligently analyzes billions of events into actionable information, providing valuable context to our security analysts to help inform their analysis of the security incidents and shorten the client’s response time.
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Very Large Database.
Our Very Large Database efficiently and cost-effectively collects, correlates, analyzes and stores billions of structured and unstructured data elements, which help us to identify new security threats, provide valuable context to our security analysts and clients and enable Counter Threat Unit researchers to perform historical threat analysis.
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Threat Intelligence Management System, or TIMS.
We manage structured and unstructured data in TIMS. TIMS collects, correlates and analyzes billions of data points to catalogue threat actors and generate threat indicators applied to the Counter Threat Platform and across our solutions. The data points are sourced from our managed security solutions, malware, social media, honeypots (or traps set to detect or counteract attempts at unauthorized use of information systems), open source intelligence, hunting and incident response engagements, strategic relationships and priority research.
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Catalog for Artifact and Signal Extraction, or CASE.
CASE is a repository and a set of tools for the dynamic analysis of malware to catalogue its behaviors and generate threat indicators. CASE feeds into TIMS threat indicators identified from the analysis of malware.
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Attacker Database.
Our Counter Threat Unit research team maintains a patented process for generating a proprietary Attacker Database that contains machine readable threat intelligence we apply to the Counter Threat Platform, iSensor, Red Cloak and third-party security controls.
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Portal.
Powered by integrated intelligence and analytics tools, the portal delivers near real time information to client executives, managers and security professionals and provides insights that help clients make better security decisions. It also facilitates near real time communication between clients and our security analysts, measures the effectiveness of a client’s security profile using asset-based and risk-weighted analyses, supports regulatory compliance requirements, links threat intelligence from our Counter Threat Unit and enables a visualization of point-in-time, comparative and historical security trends across multiple security metrics. Our portal is accessible via web and mobile applications as well as via client applications that leverage our application programming interfaces.
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Threat Analysis Platform
. We present threat information to our certified security analysts in a graphical user interface. This interface supports the delivery of high-quality security analysis of threats targeting or occurring within a client’s environment. Visualization enables our security analysts to detect patterns and to determine in near real time relationships of security incidents within a client environment and across our entire client base. Our security analysts have access to all data collected from client environments and human readable threat intelligence from our Counter Threat Unit to provide them with the context necessary to inform their analysis and to help them determine whether they should communicate information about a security incident to a client.
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Ticket Management.
Our ticket management system is based on Information Technology Infrastructure Library principles and delivers security monitoring and device management solutions to clients. A sophisticated and configurable workflow provides incident, change and problem management in a leveraged-service delivery model to enable our counter threat operations centers to handle a higher volume of work with consistent quality.
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Management and Monitoring Tools.
To effectively manage and monitor our infrastructure at client sites and our data centers, we rely on a suite of purpose-built software applications to facilitate the full lifecycle management of all software and configuration deployments and updates, efficient management and troubleshooting, and monitoring of the health and availability of devices.
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iSensor
. Many of our clients use our proprietary network intrusion detection and prevention appliance, the iSensor. The iSensor eliminates malicious inbound and outbound traffic in near real time by performing in-line deep packet inspection (which is an examination of packet data as the data pass through the device for signs of malware, intrusions or other threats) and by applying countermeasures from the Counter Threat Unit.
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Red Cloak
. Red Cloak, our endpoint threat detection software, allows us to apply our threat intelligence and advanced analytics to the endpoint to reduce the amount of time required to detect a compromise of security and reduce the effort required to respond. Red Cloak also allows us to develop strategic countermeasures that interdict tactics used by threat actors.
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Third-Party Technologies
. Our intelligence-driven information security solutions are designed to monitor alerts, logs and other messages across multiple stages of the threat lifecycle. In addition to security monitoring, we offer device management for many leading security platforms. In deploying these solutions, we integrate a wide array of proprietary and third-party security products. Our technology supports firewalls from market-leading vendors, including, but not limited to, Cisco Systems, Inc., Palo Alto Networks, Inc., Check Point Software Technologies Ltd., Juniper Networks, Inc., Fortinet, Inc. and SonicWall. In addition, we also support intrusion prevention systems from vendors such as Intel Corp. (McAfee), and web application firewalls from vendors such as Imperva, Inc., F5 Networks, Inc. and Citrix Systems, Inc.
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Qualys – vulnerability management
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Kenna Security – vulnerability management
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Cisco (Sourcefire) – network security
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Lastline – malware detection and protection
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TIBCO (LogLogic) – log management
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Carbon Black – endpoint security
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Managed Vulnerability Scanning
. A vulnerability scan is designed to alert an organization to potential exposures and vulnerabilities in its network. As part of our solution, we perform internal and external scan audits across network devices, servers, databases and other assets in on-premises and cloud environments.
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Managed Web Application Scanning.
Applications that deliver services via the web are the lifeblood of business-to-business and business-to-consumer e-commerce. A vulnerability scan can alert an organization to potential exposures
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global telecommunications and network services providers such as AT&T Inc., BT Group PLC, Verizon Communications Inc. and NTT Communications Corp.;
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providers of specialized or niche IT security products and services such as FireEye, Inc., Palo Alto Networks, Inc. and Symantec Corporation;
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diversified technology companies such as Cisco Systems, Inc., Hewlett Packard Enterprise Company, International Business Machines Corporation and Intel Corporation; and
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regional information security services providers that compete in the small and medium-sized businesses market with some of the features present in our information security solutions.
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global visibility into the threat landscape;
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ability to generate actionable intelligence based on historical data and emerging threats;
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ability to apply threat intelligence from our Counter Threat Unit to our Counter Threat Platform and security controls;
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scalability and overall performance of platform technologies;
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ability to integrate with, monitor and manage a variety of third-party products;
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ability to provide a flexible deployment option to cater to specific client needs;
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ability to attract and retain high-quality professional staff with information security expertise;
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brand awareness and reputation;
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strength of sales and marketing efforts;
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cost effectiveness;
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client service and support; and
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breadth and richness of threat intelligence, including history of data collection and diversity and geographic scope of clients.
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Name
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Age
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Position
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Michael R. Cote
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57
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President and Chief Executive Officer
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R. Wayne Jackson
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60
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Chief Financial Officer
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the establishment by organizations of increasingly complex IT networks that often include a combination of on-premise, cloud and hybrid environments;
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the rapid growth of smart phones, tablets and other mobile devices and the “bring your own device” trend in enterprises;
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action by hackers and other threat actors seeking to compromise secure systems;
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evolving computer hardware and software standards and capabilities;
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changing client requirements for information technology; and
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introductions of new products and services or enhancements to existing products and services by our competitors.
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delays in introducing new, enhanced or modified solutions that address and respond to innovations in computer technology and client requirements;
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defects, errors or failures in any of our solutions;
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any inability by us to integrate our solutions with the security and network technologies used by our current and prospective clients;
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any failure by us to anticipate, address and respond to new and increasingly sophisticated security threats or techniques used by hackers and other threat actors;
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negative publicity about the performance or effectiveness of our solutions; and
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disruptions or delays in the availability and delivery of our solutions.
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our ability to increase sales to existing clients and to renew contracts with our clients;
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delays in deployment of solutions under our client contracts;
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our ability to attract new clients;
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interruptions or service outages in our data centers and other technical infrastructure, other technical difficulties or security breaches;
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client budgeting cycles, seasonal buying patterns and purchasing practices;
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changes in our pricing policies or those of our competitors;
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fluctuations in the demand for our information security solutions and in the growth rate of the information security market generally;
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the level of awareness of IT security threats and the market adoption of information security solutions;
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the timing of the recognition of revenue and related expenses;
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our ability to expand our direct sales force and our strategic and distribution relationships;
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our ability to develop in a timely manner new and enhanced information security solutions and technologies that meet client needs;
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our ability to retain, hire and train key personnel, including sales personnel, security analysts and members of our security research team;
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fluctuations in available cash flow from prepayments for our solutions;
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changes in the competitive dynamics of our market, including the launch of new products and services by our competitors;
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the effectiveness and efficiency of in-house information security solutions;
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our ability to control costs, including our operating and capital expenses;
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our ability to keep our proprietary technologies current;
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any failure of or technical issues affecting a significant number of our appliances or software;
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adverse litigation judgments, settlements or other litigation-related costs;
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costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization costs and possible write-downs;
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stock-based compensation expense associated with attracting and retaining personnel; and
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general economic conditions, geopolitical events and natural catastrophes.
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the time, resources and expense required for localization of our solutions, including translation of our Internet-based portal interface into other languages, provision of client support in other languages and creation of localized agreements;
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the burdens of complying with a wide variety of international laws, regulations and legal standards, including local data privacy laws, local consumer protection laws that could regulate permitted pricing and promotion practices, and restrictions on the use, import or export of encryption technologies;
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longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
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fluctuations in currency exchange rates;
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tariffs and trade barriers and other regulatory or contractual limitations on our ability to sell or develop our solutions in some international markets;
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difficulties in managing and staffing international operations;
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compliance with U.S. laws that apply to operations outside of the United States, including the Foreign Corrupt Practices Act, or FCPA, the Trading with the Enemy Act and regulations of the Office of Foreign Assets Control;
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potentially adverse tax consequences and compliance costs resulting from the complexities of international tax systems and overlap of different tax regimes;
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reduced or varied protection of intellectual property rights in some countries that could expose us to increased risk of infringement of our patents and other intellectual property; and
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political, social and economic instability, terrorist attacks and security concerns in general.
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expenditure of significant financial and development resources in efforts to analyze, correct, eliminate or work around the cause of any related vulnerabilities;
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loss of existing or potential clients or channel partners;
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delayed or lost revenue;
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extension of service credits to affected clients, which would reduce our revenue;
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failure to attain or retain market acceptance of our solutions; and
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litigation, regulatory inquiries or investigations that may be costly and harm our reputation.
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involve our entry into geographic or business markets in which we have little or no experience;
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create difficulties in retaining the clients of any acquired business;
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result in a delay or reduction of client sales for both us and the company we acquire because of client uncertainty about the continuity and effectiveness of solutions offered by either company; and
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disrupt our existing business by diverting resources and significant management attention that otherwise would be focused on developing our existing business.
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expose us to unexpected liabilities;
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require us to incur charges and substantial indebtedness or liabilities;
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have adverse tax consequences;
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result in acquired in-process research and development expenses, or in the future require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets; or
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fail to generate a financial return sufficient to offset acquisition costs.
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the election and removal of our directors;
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amendments to our certificate of incorporation;
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determinations with respect to mergers, business combinations, dispositions of assets or other extraordinary corporate transactions; and
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agreements that may adversely affect us.
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actual or anticipated variations in our quarterly or annual results of operations;
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tax, employee benefit, indemnification and other matters arising from our relationship with Dell;
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employee retention and recruiting;
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business combinations involving us;
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our ability to engage in activities with certain channel, technology or other marketing partners;
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sales or dispositions by Dell Technologies of all or any portion of its beneficial ownership interest in us;
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the nature, quality and pricing of services Dell has agreed to provide us;
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business opportunities that may be attractive to both Dell and us;
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Dell’s ability to use and sublicense patents that we have licensed to Dell under a patent license agreement; and
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product or technology development or marketing activities that may require consent of Dell or Dell Technologies.
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engaging in the same or similar activities or lines of business as those in which we are engaged;
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doing business with any of our clients, customers or vendors; or
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employing, or otherwise engaging or soliciting for such purpose, any of our officers, directors or employees.
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announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
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changes in how customers perceive the effectiveness of our solutions in protecting against advanced cyber attacks;
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actual or anticipated variations in our quarterly or annual results of operations;
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changes in our financial guidance or estimates by securities analysts;
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price and volume fluctuations in the overall stock market from time to time;
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significant volatility in the market price and trading volume of technology companies in general and of companies in the information security industry in particular;
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actual or anticipated changes in the expectations of investors or securities analysts;
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fluctuations in the trading volume of our shares or the size of the trading market for our shares held by non-affiliates;
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litigation involving us, our industry, or both, including disputes or other developments relating to our ability to patent our processes and technologies and protect our other proprietary rights;
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regulatory developments in the United States and other jurisdictions in which we operate;
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general economic and political factors, including market conditions in our industry or the industries of our clients;
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major catastrophic events;
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sales of large blocks of our Class A common stock; and
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additions or departures of key employees.
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a board of directors having a majority of independent directors;
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a compensation committee composed entirely of independent directors that approves the compensation payable to the company’s chief executive officer and other executive officers; and
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a nominating committee composed entirely of independent directors that nominates candidates for election to the board of directors, or that recommends such candidates for nomination by the board of directors (or obligating the listed company to cause a majority of the board’s independent directors to exercise this oversight of director nominations).
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provide that our Class B common stock is entitled to ten votes per share, while our Class A common stock is entitled to one vote per share, enabling Dell Technologies, as the beneficial owner of all outstanding shares of our Class B common stock, to control the outcome of all matters submitted to a vote of our stockholders, including the election of directors;
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provide for the classification of the board of directors into three classes, with approximately one-third of the directors to be elected each year;
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limit the number of directors constituting the entire board of directors to a maximum of 15 directors, subject to the rights of the holders of any outstanding series of preferred stock, and provide that the authorized number of directors at any time will be fixed exclusively by a resolution adopted by the affirmative vote of the authorized number of directors (without regard to vacancies);
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provide that, at such time (if any) as the Dell Technologies Entities beneficially own capital stock representing less than 40% in voting power of the capital stock entitled to vote generally on the election of directors, any newly-created directorship and any vacancy on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors then in office;
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provide that, at such time (if any) as the Dell Technologies Entities beneficially own capital stock representing less than 50% in voting power of the capital stock entitled to vote generally on the election of directors, directors may be removed only for cause and only by the affirmative vote of the holders of at least a majority in voting power of all outstanding shares of capital stock, voting together as a single class;
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provide that a special meeting of stockholders may be called only by our chairman of the board, a majority of the directors then in office or, so long as Dell Technologies Entities beneficially own capital stock representing at least 40% in voting power of the capital stock entitled to vote generally on the election of directors, Dell Technologies;
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provide that, at such time (if any) as the Dell Technologies Entities beneficially own capital stock representing less than 50% in voting power of the capital stock entitled to vote generally on the election of directors, any action required or permitted to be taken by our stockholders at any annual or special meeting may not be effected by a written consent in lieu of a meeting unless such action and the taking of such action by written consent have been approved in advance by our board of directors;
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establish advance notice procedures for stockholders to make nominations of candidates for election as directors or to present any other business for consideration at any annual or special stockholder meeting; and
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provide authority for the board of directors without stockholder approval to authorize the issuance of up to 200,000,000 shares of preferred stock, in one or more series, with terms and conditions, and having rights, privileges and preferences, to be determined by the board of directors.
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any derivative action or proceeding brought on our behalf;
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any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers or other employees, or stockholders to us or our stockholders;
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any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; and
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any action asserting a claim governed by the internal affairs doctrine.
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provide an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;
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permit us to include reduced disclosure regarding executive compensation in our SEC filings; and
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provide an exemption from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute arrangements not previously approved.
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Fiscal Year
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High
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Low
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2018
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First Quarter
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$
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12.11
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$
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8.25
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Second Quarter
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11.75
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8.76
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Third Quarter
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12.99
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9.53
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Fourth Quarter
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10.47
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8.10
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2017
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First Quarter (from April 22, 2016)
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$
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14.60
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$
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13.10
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Second Quarter
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16.23
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11.96
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Third Quarter
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15.80
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11.04
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Fourth Quarter
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12.82
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10.15
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April 22, 2016
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February 3, 2017
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February 2, 2018
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Secureworks
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$
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100.00
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$
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75.64
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$
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67.43
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NASDAQ Composite
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100.00
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115.50
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147.59
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PureFunds ISE Cyber Security ETF
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100.00
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121.21
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137.94
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Fiscal Year Ended
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February 2, 2018
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February 3, 2017
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January 29, 2016
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(in thousands, except per share data)
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||||||||||
Results of Operations:
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||||||
Net revenue
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$
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467,904
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$
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429,502
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$
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339,522
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Gross margin
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$
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241,186
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$
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216,903
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$
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155,713
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Operating expenses
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$
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324,231
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$
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282,856
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$
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261,721
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Operating loss
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$
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(83,045
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)
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$
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(65,953
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)
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$
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(106,008
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)
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Net loss
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$
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(28,077
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)
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$
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(38,213
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)
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$
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(72,381
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)
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Share and Per Share Data
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||||||
Net loss per share - basic and diluted
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$
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(0.35
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)
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$
|
(0.49
|
)
|
|
$
|
(1.03
|
)
|
Weighted average shares outstanding - basic and diluted
|
|
80,280
|
|
|
77,635
|
|
|
70,000
|
|
|
|
February 2, 2018
|
|
February 3, 2017
|
|
January 30, 2016
|
||||||
|
|
(in thousands)
|
||||||||||
Balance Sheet:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
101,539
|
|
|
$
|
116,595
|
|
|
$
|
33,422
|
|
Accounts receivable
|
|
$
|
157,764
|
|
|
$
|
113,546
|
|
|
$
|
116,357
|
|
Total assets
|
|
$
|
991,301
|
|
|
$
|
995,103
|
|
|
$
|
917,785
|
|
Short-term deferred revenue
|
|
$
|
139,632
|
|
|
$
|
119,909
|
|
|
$
|
109,467
|
|
Short-term convertible notes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,993
|
|
Long-term deferred revenue
|
|
$
|
14,948
|
|
|
$
|
14,752
|
|
|
$
|
18,352
|
|
Total stockholder's equity
|
|
$
|
679,149
|
|
|
$
|
691,424
|
|
|
$
|
588,456
|
|
•
|
prevent security breaches by fortifying their cyber defenses,
|
•
|
detect malicious activity,
|
•
|
respond rapidly to security breaches, and
|
•
|
predict emerging threats.
|
•
|
maintain and extend our technology leadership,
|
•
|
expand and diversify our client base,
|
•
|
deepen our existing client relationships, and
|
•
|
attract and retain top talent.
|
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Client base
|
4,400
|
|
|
4,400
|
|
|
4,200
|
|
|||
Monthly recurring revenue (in millions)
|
$
|
35.3
|
|
|
$
|
31.6
|
|
|
$
|
28.6
|
|
Average revenue per client (in thousands)
|
$
|
95.6
|
|
|
$
|
86.4
|
|
|
$
|
81.0
|
|
Revenue retention rate
|
96
|
%
|
|
98
|
%
|
|
108
|
%
|
•
|
Impact of Purchase Accounting.
The impact of purchase accounting consists primarily of purchase accounting adjustments related to a change in the basis of deferred revenue related to the acquisition of Dell by Dell Technologies in fiscal 2014.
|
•
|
Amortization of Intangible Assets.
Amortization of intangible assets consists of amortization of customer relationships and acquired technology. In connection with the acquisition of Dell by Dell Technologies in fiscal 2014, all of our tangible and intangible assets and liabilities were accounted for and recognized at fair value on the transaction date. Accordingly, amortization of intangible assets consists of amortization associated with intangible assets recognized in connection with this transaction.
|
•
|
Stock-based Compensation Expense.
Non-cash stock-based compensation expense relates to both the Dell Technologies and Secureworks equity plans. We exclude such expense when assessing the effectiveness of our operating performance since stock-based compensation does not necessarily correlate with the underlying operating performance of the business.
|
•
|
Other.
Other includes professional fees incurred by us in connection with our IPO and amounts expensed in the settlement of a legal matter. We are excluding these expenses for the purpose of calculating the non-GAAP financial measures presented below because we believe these items are outside our ordinary course of business and do not contribute to a meaningful evaluation of our current operating performance or comparisons to our past operating performance.
|
•
|
Aggregate Adjustment for Income Taxes.
The aggregate adjustment for income taxes is the estimated combined income tax effect for the adjustments mentioned above. The tax effects are determined based on the tax jurisdictions where the above items were incurred.
|
•
|
Impact of Tax Cuts and Jobs Act
. The impact of the Tax Cuts and Jobs Act relates to a provisional tax benefit of $27.0 million recorded in the fourth quarter of fiscal 2018 as a result of U.S. tax reform that was enacted in December 2017. For additional information, see
“Notes to Consolidated Financial Statements—Note 8—Income and Other Taxes” in our consolidated financial statements included in this report.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
|
|
|
||||||||
GAAP revenue
|
$
|
467,904
|
|
|
$
|
429,502
|
|
|
$
|
339,522
|
|
Impact of purchase accounting
|
584
|
|
|
884
|
|
|
2,769
|
|
|||
Non-GAAP revenue
|
$
|
468,488
|
|
|
$
|
430,386
|
|
|
$
|
342,291
|
|
|
|
|
|
|
|
||||||
GAAP gross margin
|
$
|
241,186
|
|
|
$
|
216,903
|
|
|
$
|
155,713
|
|
Amortization of intangibles
|
13,642
|
|
|
13,642
|
|
|
13,640
|
|
|||
Impact of purchase accounting
|
624
|
|
|
1,160
|
|
|
2,932
|
|
|||
Stock-based compensation expense
|
891
|
|
|
462
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
4,868
|
|
|||
Non-GAAP gross margin
|
$
|
256,343
|
|
|
$
|
232,167
|
|
|
$
|
177,153
|
|
|
|
|
|
|
|
GAAP research and development expenses
|
$
|
80,164
|
|
|
$
|
71,030
|
|
|
$
|
69,598
|
|
Stock-based compensation expense
|
(3,261
|
)
|
|
(2,033
|
)
|
|
(277
|
)
|
|||
Non-GAAP research and development expenses
|
$
|
76,903
|
|
|
$
|
68,997
|
|
|
$
|
69,321
|
|
|
|
|
|
|
|
||||||
GAAP sales and marketing expenses
|
$
|
151,341
|
|
|
$
|
124,950
|
|
|
$
|
111,978
|
|
Stock-based compensation expense
|
(735
|
)
|
|
(1,068
|
)
|
|
—
|
|
|||
Non-GAAP sales and marketing expenses
|
$
|
150,606
|
|
|
$
|
123,882
|
|
|
$
|
111,978
|
|
|
|
|
|
|
|
||||||
GAAP general and administrative expenses
|
$
|
92,726
|
|
|
$
|
86,876
|
|
|
$
|
80,145
|
|
Amortization of intangibles
|
(14,095
|
)
|
|
(14,094
|
)
|
|
(14,660
|
)
|
|||
Impact of purchase accounting
|
(1,025
|
)
|
|
(886
|
)
|
|
(916
|
)
|
|||
Stock-based compensation expense
|
(8,903
|
)
|
|
(5,320
|
)
|
|
(564
|
)
|
|||
Other
|
—
|
|
|
(1,164
|
)
|
|
(8,917
|
)
|
|||
Non-GAAP general and administrative expenses
|
$
|
68,703
|
|
|
$
|
65,412
|
|
|
$
|
55,088
|
|
|
|
|
|
|
|
||||||
GAAP operating loss
|
$
|
(83,045
|
)
|
|
$
|
(65,953
|
)
|
|
$
|
(106,008
|
)
|
Amortization of intangibles
|
27,737
|
|
|
27,736
|
|
|
28,299
|
|
|||
Impact of purchase accounting
|
1,649
|
|
|
2,046
|
|
|
3,848
|
|
|||
Stock-based compensation expense
|
13,789
|
|
|
8,883
|
|
|
841
|
|
|||
Other
|
—
|
|
|
1,164
|
|
|
13,786
|
|
|||
Non-GAAP operating loss
|
$
|
(39,870
|
)
|
|
$
|
(26,124
|
)
|
|
$
|
(59,234
|
)
|
|
|
|
|
|
|
||||||
GAAP net loss
|
$
|
(28,077
|
)
|
|
$
|
(38,213
|
)
|
|
$
|
(72,381
|
)
|
Amortization of intangibles
|
27,737
|
|
|
27,736
|
|
|
28,299
|
|
|||
Impact of purchase accounting
|
1,649
|
|
|
2,046
|
|
|
3,848
|
|
|||
Stock-based compensation expense
|
13,789
|
|
|
8,883
|
|
|
841
|
|
|||
Impact of Tax Cuts and Jobs Act
|
(26,994
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
1,164
|
|
|
13,786
|
|
|||
Aggregate adjustment for income taxes
|
(15,129
|
)
|
|
(16,113
|
)
|
|
(17,508
|
)
|
|||
Non-GAAP net loss
|
$
|
(27,025
|
)
|
|
$
|
(14,497
|
)
|
|
$
|
(43,115
|
)
|
|
|
|
|
|
|
||||||
GAAP net loss per share
|
$
|
(0.35
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(1.03
|
)
|
Amortization of intangibles
|
0.34
|
|
|
0.36
|
|
|
0.40
|
|
|||
Impact of purchase accounting
|
0.02
|
|
|
0.03
|
|
|
0.05
|
|
|||
Stock-based compensation expense
|
0.17
|
|
|
0.11
|
|
|
0.01
|
|
|||
Impact of Tax Cuts and Jobs Act
|
(0.34
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
0.01
|
|
|
0.20
|
|
|||
Aggregate adjustment for income taxes
|
(0.19
|
)
|
|
(0.21
|
)
|
|
(0.25
|
)
|
|||
Non-GAAP net loss per share *
|
$
|
(0.34
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.62
|
)
|
* Sum of reconciling items may differ from total due to rounding of individual components
|
|||||||||||
|
|
|
|
|
|
||||||
GAAP net loss
|
$
|
(28,077
|
)
|
|
$
|
(38,213
|
)
|
|
$
|
(72,381
|
)
|
Interest and other, net
|
2,735
|
|
|
(2,476
|
)
|
|
6,569
|
|
|||
Income tax benefit
|
(57,703
|
)
|
|
(25,264
|
)
|
|
(40,196
|
)
|
|||
Depreciation and amortization
|
42,171
|
|
|
39,425
|
|
|
40,638
|
|
|||
Stock-based compensation expense
|
13,789
|
|
|
8,883
|
|
|
841
|
|
|||
Impact of purchase accounting
|
584
|
|
|
884
|
|
|
2,769
|
|
|||
Other
|
—
|
|
|
1,164
|
|
|
13,786
|
|
|||
Adjusted EBITDA
|
$
|
(26,502
|
)
|
|
$
|
(15,597
|
)
|
|
$
|
(47,974
|
)
|
▪
|
Research and Development, or R&D, Expenses.
Research and development expenses include compensation and related expenses for the continued development of our solutions offerings, including a portion of expenses related to our threat research team, which focuses on the identification of system vulnerabilities, data forensics and malware analysis, and product management. R&D expenses also encompass expenses related to the development of prototypes of new solutions offerings and allocated overhead. Our solutions offerings have generally been developed internally. We operate in a competitive and highly technical industry. Therefore, to maintain and extend our technology leadership, we intend to continue to invest in our R&D efforts by hiring more personnel to enhance our existing security solutions and to add complementary solutions.
|
•
|
Sales and Marketing, or S&M, Expenses.
Sales and marketing expenses include salaries, sales commissions and performance-based compensation benefits and related expenses for our S&M personnel, travel and entertainment, marketing and advertising programs (including lead generation), client advocacy events, and other brand-building expenses, as well as allocated overhead.
|
▪
|
General and Administrative, or G&A, Expenses.
General and administrative expenses include primarily the costs of human resources and recruiting, finance and accounting, legal support, information management and information security systems, facilities management, corporate development and other administrative functions, and are partially offset by allocations of information technology and facilities costs to other functions.
|
|
|
Fiscal Year Ended
|
|||||||||||||||
|
|
February 2, 2018
|
|
|
|
February 3, 2017
|
|||||||||||
|
|
$
|
|
% of
Revenue |
|
%
Change |
|
$
|
|
% of
Revenue |
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||||
Net revenue
|
|
$
|
467,904
|
|
|
100.0
|
%
|
|
8.9
|
%
|
|
$
|
429,502
|
|
|
100.0
|
%
|
Cost of revenue
|
|
$
|
226,718
|
|
|
48.5
|
%
|
|
6.6
|
%
|
|
$
|
212,599
|
|
|
49.5
|
%
|
Total gross margin
|
|
$
|
241,186
|
|
|
51.5
|
%
|
|
11.2
|
%
|
|
$
|
216,903
|
|
|
50.5
|
%
|
Operating expenses
|
|
$
|
324,231
|
|
|
69.3
|
%
|
|
14.6
|
%
|
|
$
|
282,856
|
|
|
65.9
|
%
|
Operating loss
|
|
$
|
(83,045
|
)
|
|
(17.7
|
)%
|
|
25.9
|
%
|
|
$
|
(65,953
|
)
|
|
(15.4
|
)%
|
Net loss
|
|
$
|
(28,077
|
)
|
|
(6.0
|
)%
|
|
(26.5
|
)%
|
|
$
|
(38,213
|
)
|
|
(8.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Financial Information
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP revenue
|
|
$
|
468,488
|
|
|
100.0
|
%
|
|
8.9
|
%
|
|
$
|
430,386
|
|
|
100.0
|
%
|
Non-GAAP gross margin
|
|
$
|
256,343
|
|
|
54.7
|
%
|
|
10.4
|
%
|
|
$
|
232,167
|
|
|
53.9
|
%
|
Non-GAAP operating expenses
|
|
$
|
296,213
|
|
|
63.2
|
%
|
|
14.7
|
%
|
|
$
|
258,291
|
|
|
60.0
|
%
|
Non-GAAP operating loss
|
|
$
|
(39,870
|
)
|
|
(8.5
|
)%
|
|
52.6
|
%
|
|
$
|
(26,124
|
)
|
|
(6.1
|
)%
|
Non-GAAP net loss
|
|
$
|
(27,025
|
)
|
|
(5.8
|
)%
|
|
86.4
|
%
|
|
$
|
(14,497
|
)
|
|
(3.4
|
)%
|
Adjusted EBITDA
|
|
$
|
(26,502
|
)
|
|
(5.7
|
)%
|
|
69.9
|
%
|
|
$
|
(15,597
|
)
|
|
(3.6
|
)%
|
(1)
|
See "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures" for more information about these non-GAAP financial measures, including our reasons for including the measures, material limitations with respect to the usefulness of the measures, and a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. Non-GAAP financial measures as a percentage of revenue are calculated based on non-GAAP revenue.
|
|
Fiscal Years Ended
|
|||||||||||||||
|
February 2, 2018
|
|
|
|
February 3, 2017
|
|||||||||||
|
Dollars
|
|
% of
Revenue
|
|
%
Change
|
|
Dollars
|
|
% of
Revenue
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Research and development
|
$
|
80,164
|
|
|
17.1
|
%
|
|
12.9
|
%
|
|
$
|
71,030
|
|
|
16.5
|
%
|
Sales and marketing
|
151,341
|
|
|
32.3
|
%
|
|
21.1
|
%
|
|
124,950
|
|
|
29.1
|
%
|
||
General and administrative
|
92,726
|
|
|
19.8
|
%
|
|
6.7
|
%
|
|
86,876
|
|
|
20.2
|
%
|
||
Total operating expenses
|
$
|
324,231
|
|
|
69.3
|
%
|
|
14.6
|
%
|
|
$
|
282,856
|
|
|
65.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other Financial Information
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP research and development
|
$
|
76,903
|
|
|
16.4
|
%
|
|
11.5
|
%
|
|
$
|
68,997
|
|
|
16.0
|
%
|
Non-GAAP sales and marketing
|
150,606
|
|
|
32.1
|
%
|
|
21.6
|
%
|
|
123,882
|
|
|
28.8
|
%
|
||
Non-GAAP general and administrative
|
68,703
|
|
|
14.7
|
%
|
|
5.0
|
%
|
|
65,412
|
|
|
15.2
|
%
|
||
Non-GAAP operating expenses
(1)
|
$
|
296,213
|
|
|
63.2
|
%
|
|
14.7
|
%
|
|
$
|
258,291
|
|
|
60.0
|
%
|
(1)
|
See “"Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures” for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.
|
|
|
Fiscal Year Ended
|
|||||||||||||||
|
|
February 3, 2017
|
|
|
|
January 29, 2016
|
|||||||||||
|
|
$
|
|
% of
Revenue |
|
%
Change |
|
$
|
|
% of
Revenue |
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||||
Net revenue
|
|
$
|
429,502
|
|
|
100.0
|
%
|
|
26.5
|
%
|
|
$
|
339,522
|
|
|
100.0
|
%
|
Cost of revenue
|
|
$
|
212,599
|
|
|
49.5
|
%
|
|
15.7
|
%
|
|
$
|
183,809
|
|
|
54.1
|
%
|
Total gross margin
|
|
$
|
216,903
|
|
|
50.5
|
%
|
|
39.3
|
%
|
|
$
|
155,713
|
|
|
45.9
|
%
|
Operating expenses
|
|
$
|
282,856
|
|
|
65.9
|
%
|
|
8.1
|
%
|
|
$
|
261,721
|
|
|
77.1
|
%
|
Operating loss
|
|
$
|
(65,953
|
)
|
|
(15.4
|
)%
|
|
(37.8
|
)%
|
|
$
|
(106,008
|
)
|
|
(31.2
|
)%
|
Net loss
|
|
$
|
(38,213
|
)
|
|
(8.9
|
)%
|
|
(47.2
|
)%
|
|
$
|
(72,381
|
)
|
|
(21.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other Financial Information
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP revenue
|
|
$
|
430,386
|
|
|
100.0
|
%
|
|
25.7
|
%
|
|
$
|
342,291
|
|
|
100.0
|
%
|
Non-GAAP gross margin
|
|
$
|
232,167
|
|
|
53.9
|
%
|
|
31.1
|
%
|
|
$
|
177,153
|
|
|
51.8
|
%
|
Non-GAAP operating expenses
|
|
$
|
258,291
|
|
|
60.0
|
%
|
|
9.3
|
%
|
|
$
|
236,387
|
|
|
69.1
|
%
|
Non-GAAP operating loss
|
|
$
|
(26,124
|
)
|
|
(6.1
|
)%
|
|
(55.9
|
)%
|
|
$
|
(59,234
|
)
|
|
(17.3
|
)%
|
Non-GAAP net loss
|
|
$
|
(14,497
|
)
|
|
(3.4
|
)%
|
|
(66.4
|
)%
|
|
$
|
(43,115
|
)
|
|
(12.6
|
)%
|
Adjusted EBITDA
|
|
$
|
(15,597
|
)
|
|
(3.6
|
)%
|
|
(67.5
|
)%
|
|
$
|
(47,974
|
)
|
|
(14.0
|
)%
|
(1)
|
See "Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures" for reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. Non-GAAP financial measures as a percentage of revenue are calculated based on non-GAAP revenue.
|
|
Fiscal Years Ended
|
|||||||||||||||
|
February 3, 2017
|
|
|
|
January 29, 2016
|
|||||||||||
|
Dollars
|
|
% of
Revenue
|
|
%
Change
|
|
Dollars
|
|
% of
Revenue
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Research and development
|
$
|
71,030
|
|
|
16.5
|
%
|
|
2.1
|
%
|
|
$
|
69,598
|
|
|
20.5
|
%
|
Sales and marketing
|
124,950
|
|
|
29.1
|
%
|
|
11.6
|
%
|
|
111,978
|
|
|
33.0
|
%
|
||
General and administrative
|
86,876
|
|
|
20.2
|
%
|
|
8.4
|
%
|
|
80,145
|
|
|
23.6
|
%
|
||
Total operating expenses
|
$
|
282,856
|
|
|
65.9
|
%
|
|
8.1
|
%
|
|
$
|
261,721
|
|
|
77.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other Financial Information
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP research and development
|
$
|
68,997
|
|
|
16.0
|
%
|
|
(0.5
|
)%
|
|
$
|
69,321
|
|
|
20.3
|
%
|
Non-GAAP sales and marketing
|
123,882
|
|
|
28.8
|
%
|
|
10.6
|
%
|
|
111,978
|
|
|
32.7
|
%
|
||
Non-GAAP general and administrative
|
65,412
|
|
|
15.2
|
%
|
|
18.7
|
%
|
|
55,088
|
|
|
16.1
|
%
|
||
Non-GAAP operating expenses
(1)
|
$
|
258,291
|
|
|
60.0
|
%
|
|
9.3
|
%
|
|
$
|
236,387
|
|
|
69.1
|
%
|
(1)
|
See “"Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures” for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.
|
|
February 2,
2018 |
|
February 3,
2017 |
||||
|
(in thousands)
|
||||||
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
101,539
|
|
|
$
|
116,595
|
|
Accounts receivable, net
|
$
|
157,764
|
|
|
$
|
113,546
|
|
|
|
Fiscal Years Ended
|
||||||
|
|
February 2,
2018 |
|
February 3,
2017 |
||||
|
|
(in thousands)
|
||||||
Net change in cash from:
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
787
|
|
|
$
|
(6,838
|
)
|
Investing activities
|
|
(13,819
|
)
|
|
(19,361
|
)
|
||
Financing activities
|
|
(2,024
|
)
|
|
109,372
|
|
||
Change in cash and cash equivalents
|
|
$
|
(15,056
|
)
|
|
$
|
83,173
|
|
•
|
Operating Activities
—
Cash flows from operating activities was a source of cash of
$0.8 million
in fiscal 2018 and a use of cash of
$6.8 million
in fiscal
2017
. Operating cash flows benefited from a lower net loss and a greater source of cash from working capital in fiscal 2018 as increases in liabilities and settlement of transactions with Dell, including an income tax receivable, more than offset increases in accounts receivable. We expect that our future transactions with Dell will be a source of cash over time as we anticipate that our charges to Dell will continue to exceed Dell’s charges to us, although the timing of charges and settlements may vary period to period.
|
•
|
Investing Activities
—
Cash used in investing activities totaled
$13.8 million
and
$19.4 million
for fiscal
2018
and fiscal
2017
, respectively. For the periods presented, investing activities consisted of capital expenditures for property and equipment to support our data center and facility infrastructure. Investing activities in fiscal 2017 also included investments in network upgrades, development of our software defined data center and implementation of new and upgraded back office systems and platforms to facilitate our expected growth.
|
•
|
Financing Activities
— Cash flows from financing activities was a use of cash of
$2.0 million
in fiscal 2018 and a source of cash of
$109.4 million
in fiscal
2017
. Financing activities in fiscal 2018 consisted of $1.2 million of withholding tax payments associated with the vesting of stock compensation grants and $0.8 million of repayment of a transaction with Dell Financial Services. Financing activities for fiscal
2017
included
$99.6 million
in net cash proceeds from our IPO and a
$10.0 million
capital contribution by Dell in March 2016.
|
|
|
Fiscal Years Ended
|
||||||
|
|
February 3,
2017 |
|
January 29,
2016 |
||||
|
|
(in thousands)
|
||||||
Net change in cash from:
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
(6,838
|
)
|
|
$
|
(9,843
|
)
|
Investing activities
|
|
(19,361
|
)
|
|
(9,023
|
)
|
||
Financing activities
|
|
109,372
|
|
|
45,619
|
|
||
Change in cash and cash equivalents
|
|
$
|
83,173
|
|
|
$
|
26,753
|
|
•
|
Operating Activities
—
Cash used by operating activities totaled $6.8 million and $9.8 million for fiscal 2017 and 2016, respectively. Operating cash flows benefited from a lower net loss and an increase in stock-based compensation, but were offset to a large extent by the effect of operating as a stand-alone company and the settlement of our net payable to Dell existing at the beginning of the year as discussed below.
|
•
|
Investing Activities
—
Cash used in investing activities totaled $19.4 million and $9.0 million for fiscal 2017 and fiscal 2016, respectively. For the periods presented, investing activities consisted of capital expenditures for property and equipment to support our data center and facility infrastructure.
|
•
|
Financing Activities
— Cash flows from financing activities totaled $109.4 million and $45.6 million for fiscal 2017 and fiscal 2016, respectively. Financing activities for fiscal 2017 included $99.6 million in net cash proceeds from our IPO and a $10.0 million capital contribution by Dell in March 2016. Financing activities for fiscal 2016 consisted of cash transfers from Dell of approximately $24.4 million and $22.5 million in cash proceeds from our sale of convertible notes.
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||
(in thousands)
|
|
Less than 1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
Total
|
||||||||||
Operating leases
|
|
$
|
5,231
|
|
$
|
8,371
|
|
$
|
9,925
|
|
$
|
16,117
|
|
$
|
39,644
|
|
Purchase obligations
|
|
3,446
|
|
2,008
|
|
—
|
|
—
|
|
5,454
|
|
|||||
Credit facilities and other
(1)
|
|
2,746
|
|
1,000
|
|
—
|
|
—
|
|
3,746
|
|
|||||
Total
|
|
$
|
11,423
|
|
$
|
11,379
|
|
$
|
9,925
|
|
$
|
16,117
|
|
$
|
48,844
|
|
(1)
|
Other reflects purchase obligations of annual maintenance services for hardware systems for internal use financed from a related party. See also
“
Notes to Consolidated Financial Statements—Note 10—Related Party Transactions
”
in our consolidated financial statements included in this report.
|
▪
|
the item has value to the client on a stand-alone basis; and
|
▪
|
if the arrangement includes a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in our control.
|
Audited Consolidated Financial Statements of SecureWorks Corp.
|
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Financial Position as of February 2, 2018 and February 3, 2017
|
|
|
|
Consolidated Statements of Operations for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
|
|
Consolidated Statements of Comprehensive Loss for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
|
|
Consolidated Statements of Cash Flows for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
|
|
Consolidated Statements of Stockholders' Equity for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Schedule II - Valuation and Qualifying Accounts for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
|
February 2,
2018 |
|
February 3,
2017 |
||||
|
|
|
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
101,539
|
|
|
$
|
116,595
|
|
Accounts receivable, net
|
157,764
|
|
|
113,546
|
|
||
Inventories
|
1,030
|
|
|
1,947
|
|
||
Other current assets
|
42,163
|
|
|
47,750
|
|
||
Total current assets
|
302,496
|
|
|
279,838
|
|
||
Property and equipment, net
|
33,457
|
|
|
31,153
|
|
||
Goodwill
|
416,487
|
|
|
416,487
|
|
||
Purchased intangible assets, net
|
234,184
|
|
|
261,921
|
|
||
Other non-current assets
|
4,677
|
|
|
5,704
|
|
||
Total assets
|
$
|
991,301
|
|
|
$
|
995,103
|
|
|
|||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
23,266
|
|
|
$
|
19,922
|
|
Accrued and other
|
81,625
|
|
|
59,704
|
|
||
Deferred revenue
|
139,632
|
|
|
119,909
|
|
||
Total current liabilities
|
244,523
|
|
|
199,535
|
|
||
Long-term deferred revenue
|
14,948
|
|
|
14,752
|
|
||
Other non-current liabilities
|
52,681
|
|
|
89,392
|
|
||
Total liabilities
|
312,152
|
|
|
303,679
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock - $0.01 par value: 200,000 shares authorized; 0 shares issued
|
—
|
|
|
—
|
|
||
Common stock - Class A of $.01 par value: 2,500,000 shares authorized; 11,085 issued and outstanding
|
111
|
|
|
107
|
|
||
Common stock - Class B of $.01 par value: 500,000 shares authorized; 70,000 shares issued and outstanding
|
700
|
|
|
700
|
|
||
Additional paid in capital
|
867,411
|
|
|
854,907
|
|
||
Accumulated deficit
|
(188,936
|
)
|
|
(160,859
|
)
|
||
Accumulated other comprehensive loss
|
(137
|
)
|
|
(3,431
|
)
|
||
Total stockholders' equity
|
679,149
|
|
|
691,424
|
|
||
Total liabilities and stockholders' equity
|
$
|
991,301
|
|
|
$
|
995,103
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
|
|
|
|
|
|
|
||||
Net revenue
|
$
|
467,904
|
|
|
$
|
429,502
|
|
|
$
|
339,522
|
|
Cost of revenue
|
226,718
|
|
|
212,599
|
|
|
183,809
|
|
|||
Gross margin
|
241,186
|
|
|
216,903
|
|
|
155,713
|
|
|||
Research and development
|
80,164
|
|
|
71,030
|
|
|
69,598
|
|
|||
Sales and marketing
|
151,341
|
|
|
124,950
|
|
|
111,978
|
|
|||
General and administrative
|
92,726
|
|
|
86,876
|
|
|
80,145
|
|
|||
Total operating expenses
|
324,231
|
|
|
282,856
|
|
|
261,721
|
|
|||
Operating loss
|
(83,045
|
)
|
|
(65,953
|
)
|
|
(106,008
|
)
|
|||
Interest and other, net
|
(2,735
|
)
|
|
2,476
|
|
|
(6,569
|
)
|
|||
Loss before income taxes
|
(85,780
|
)
|
|
(63,477
|
)
|
|
(112,577
|
)
|
|||
Income tax benefit
|
(57,703
|
)
|
|
(25,264
|
)
|
|
(40,196
|
)
|
|||
Net loss
|
(28,077
|
)
|
|
(38,213
|
)
|
|
(72,381
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss per common share (basic and diluted)
|
$
|
(0.35
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(1.03
|
)
|
Weighted-average common shares outstanding (basic and diluted)
|
80,280
|
|
|
77,635
|
|
|
70,000
|
|
|||
|
|
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Net loss
|
$
|
(28,077
|
)
|
|
$
|
(38,213
|
)
|
|
$
|
(72,381
|
)
|
Foreign currency translation adjustments, net of tax
|
3,294
|
|
|
(1,910
|
)
|
|
(1,496
|
)
|
|||
Comprehensive loss
|
$
|
(24,783
|
)
|
|
$
|
(40,123
|
)
|
|
$
|
(73,877
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(28,077
|
)
|
|
$
|
(38,213
|
)
|
|
(72,381
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
42,171
|
|
|
39,425
|
|
|
40,638
|
|
|||
Change in fair value of convertible notes
|
—
|
|
|
132
|
|
|
5,493
|
|
|||
Stock-based compensation expense
|
13,790
|
|
|
8,883
|
|
|
841
|
|
|||
Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies
|
3,256
|
|
|
(2,239
|
)
|
|
836
|
|
|||
Income tax benefit
|
(57,703
|
)
|
|
(25,264
|
)
|
|
(40,196
|
)
|
|||
Other non cash impacts
|
—
|
|
|
—
|
|
|
4,792
|
|
|||
Excess tax benefit from share-based payment
|
—
|
|
|
(221
|
)
|
|
—
|
|
|||
Provision for doubtful accounts
|
3,947
|
|
|
2,613
|
|
|
4,661
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(48,540
|
)
|
|
956
|
|
|
(52,443
|
)
|
|||
Net transactions with parent
|
11,024
|
|
|
(15,582
|
)
|
|
21,691
|
|
|||
Inventories
|
917
|
|
|
1,610
|
|
|
(1,179
|
)
|
|||
Other assets
|
27,699
|
|
|
(1,724
|
)
|
|
(7,453
|
)
|
|||
Accounts payable
|
3,302
|
|
|
3,626
|
|
|
(301
|
)
|
|||
Deferred revenue
|
19,585
|
|
|
7,185
|
|
|
34,591
|
|
|||
Accrued and other liabilities
|
9,416
|
|
|
11,975
|
|
|
50,567
|
|
|||
Net cash provided by (used in) operating activities
|
787
|
|
|
(6,838
|
)
|
|
(9,843
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(13,819
|
)
|
|
(19,361
|
)
|
|
(9,023
|
)
|
|||
Net cash used in investing activities
|
(13,819
|
)
|
|
(19,361
|
)
|
|
(9,023
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Principal payments on financing arrangement with Dell Financial Services
|
(800
|
)
|
|
—
|
|
|
—
|
|
|||
Taxes paid on vested restricted shares
|
(1,224
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from initial public offering, net
|
—
|
|
|
99,604
|
|
|
—
|
|
|||
Capital contribution from parent, net
|
—
|
|
|
9,547
|
|
|
—
|
|
|||
Excess tax benefit from share-based payment
|
—
|
|
|
221
|
|
|
—
|
|
|||
Net transactions with parent, net
|
—
|
|
|
—
|
|
|
24,383
|
|
|||
Payment of deferred offering costs
|
—
|
|
|
—
|
|
|
(1,264
|
)
|
|||
Issuance of convertible notes
|
—
|
|
|
—
|
|
|
22,500
|
|
|||
Net cash (used in) provided by financing activities
|
(2,024
|
)
|
|
109,372
|
|
|
45,619
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(15,056
|
)
|
|
83,173
|
|
|
26,753
|
|
|||
Cash and cash equivalents at beginning of the period
|
116,595
|
|
|
33,422
|
|
|
6,669
|
|
|||
Cash and cash equivalents at end of the period
|
$
|
101,539
|
|
|
$
|
116,595
|
|
|
$
|
33,422
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Conversion of convertible notes to common stock
|
$
|
—
|
|
|
$
|
28,125
|
|
|
$
|
—
|
|
Financed capital expenditures
|
$
|
1,390
|
|
|
$
|
800
|
|
|
$
|
—
|
|
Income taxes paid
|
$
|
1,152
|
|
|
$
|
910
|
|
|
$
|
—
|
|
|
Common Stock - Class A
|
|
Common Stock - Class B
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Outstanding Shares
|
|
Amount
|
|
Outstanding Shares
|
|
Amount
|
|
Additional Paid in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
|||||||||||||||
Balances, January 31, 2015
|
—
|
|
|
$
|
—
|
|
|
70,000
|
|
|
$
|
700
|
|
|
$
|
656,516
|
|
|
$
|
(50,265
|
)
|
|
$
|
(25
|
)
|
|
$
|
606,926
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,381
|
)
|
|
—
|
|
|
(72,381
|
)
|
|||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,496
|
)
|
|
(1,496
|
)
|
|||||||
Capital contribution from parent, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,566
|
|
|
—
|
|
|
—
|
|
|
54,566
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|||||||
Balances, January 29, 2016
|
—
|
|
|
$
|
—
|
|
|
70,000
|
|
|
$
|
700
|
|
|
$
|
711,923
|
|
|
$
|
(122,646
|
)
|
|
$
|
(1,521
|
)
|
|
$
|
588,456
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,213
|
)
|
|
—
|
|
|
(38,213
|
)
|
|||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,910
|
)
|
|
(1,910
|
)
|
|||||||
Issuance of common stock in connection with initial public offering, net of offering costs
|
8,000
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
96,246
|
|
|
—
|
|
|
—
|
|
—
|
|
96,326
|
|
||||||
Conversion of convertible notes to common stock in connection with initial public offering
|
2,009
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
28,105
|
|
|
—
|
|
|
—
|
|
|
28,125
|
|
|||||||
Grant of restricted stock awards
|
557
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(11
|
)
|
|||||
Capital contribution from parent, net
|
|
|
|
|
|
|
|
|
|
|
|
|
9,547
|
|
|
|
|
|
|
|
|
9,547
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,883
|
|
|
—
|
|
|
—
|
|
|
8,883
|
|
|||||||
Excess tax benefit from share-based payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||||
Balances, February 3, 2017
|
10,566
|
|
|
$
|
107
|
|
|
70,000
|
|
|
$
|
700
|
|
|
$
|
854,907
|
|
|
$
|
(160,859
|
)
|
|
$
|
(3,431
|
)
|
|
$
|
691,424
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,077
|
)
|
|
$
|
—
|
|
|
(28,077
|
)
|
||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,294
|
|
|
3,294
|
|
|||||||
Vesting of restricted stock units
|
384
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Grant of restricted stock awards
|
284
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Common stock withheld as payment for withholding taxes upon the vesting of restricted shares
|
(149
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1,280
|
)
|
|
—
|
|
|
—
|
|
|
(1,282
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,790
|
|
|
—
|
|
|
—
|
|
|
13,790
|
|
|||||||
Balances, February 2, 2018
|
11,085
|
|
|
$
|
111
|
|
|
70,000
|
|
|
$
|
700
|
|
|
$
|
867,411
|
|
|
$
|
(188,936
|
)
|
|
$
|
(137
|
)
|
|
$
|
679,149
|
|
|
As of February 3, 2017
|
|
|
|
As of February 3, 2017
|
||||||
Statements of Financial Position
(in thousands)
|
(as reported)
|
|
Adjustments
|
|
(as revised)
|
||||||
Other current assets
|
$
|
51,947
|
|
|
$
|
(4,197
|
)
|
|
$
|
47,750
|
|
Total current assets
|
$
|
284,035
|
|
|
$
|
(4,197
|
)
|
|
$
|
279,838
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
24,119
|
|
|
$
|
(4,197
|
)
|
|
$
|
19,922
|
|
Total current liabilities
|
$
|
203,732
|
|
|
$
|
(4,197
|
)
|
|
$
|
199,535
|
|
|
Fiscal Year Ended February 3, 2017
|
|
|
|
Fiscal Year Ended February 3, 2017
|
||||||
Statements of Cash Flows
(in thousands)
|
(as reported)
|
|
Adjustments
|
|
(as revised)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Other assets
|
$
|
(139
|
)
|
|
$
|
(1,585
|
)
|
|
$
|
(1,724
|
)
|
Accounts payables
|
2,041
|
|
|
1,585
|
|
|
3,626
|
|
|||
Net cash provided by (used in) operating activities
|
$
|
(6,838
|
)
|
|
$
|
—
|
|
|
$
|
(6,838
|
)
|
|
|
|
|
|
|
||||||
|
Fiscal Year Ended January 29, 2016
|
|
|
|
Fiscal Year Ended January 29, 2016
|
||||||
|
(as reported)
|
|
Adjustments
|
|
(as revised)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Other assets
|
$
|
(10,065
|
)
|
|
$
|
2,612
|
|
|
$
|
(7,453
|
)
|
Accounts payables
|
2,311
|
|
|
(2,612
|
)
|
|
(301
|
)
|
|||
Net cash provided by (used in) operating activities
|
$
|
(9,843
|
)
|
|
$
|
—
|
|
|
$
|
(9,843
|
)
|
|
Fiscal Year Ended February 3, 2017
|
|
|
|
Fiscal Year Ended February 3, 2017
|
||||||
Note 9
—
Selected Financial Data
(in thousands)
|
(as reported)
|
|
Adjustments
|
|
(as revised)
|
||||||
Other current assets
|
|
|
|
|
|
||||||
Income tax receivable
|
$
|
25,091
|
|
|
$
|
—
|
|
|
$
|
25,091
|
|
Prepaid maintenance and support agreements
|
16,107
|
|
|
(4,197
|
)
|
|
11,910
|
|
|||
Prepaid other
|
10,749
|
|
|
—
|
|
|
10,749
|
|
|||
Total
|
$
|
51,947
|
|
|
$
|
(4,197
|
)
|
|
$
|
47,750
|
|
▪
|
the item has value to the client on a stand-alone basis; and
|
▪
|
if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the Company’s control.
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||
|
|
As Reported ASC 605
|
|
ASC 606 Adjustment (Estimated)
|
|
ASC 606 (Estimated)
|
|
As Reported ASC 605
|
|
ASC 606 Adjustment (Estimated)
|
|
ASC 606 (Estimated)
|
||||||||||||
Net Revenue
|
|
$
|
467,904
|
|
|
$
|
—
|
|
|
$
|
467,904
|
|
|
$
|
429,502
|
|
|
$
|
3,200
|
|
|
$
|
432,702
|
|
Cost of revenue
|
|
226,718
|
|
|
(1,600
|
)
|
|
225,118
|
|
|
212,599
|
|
|
(110
|
)
|
|
212,489
|
|
||||||
Gross margin
|
|
241,186
|
|
|
1,600
|
|
|
242,786
|
|
|
216,903
|
|
|
3,310
|
|
|
220,213
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
|
80,164
|
|
|
—
|
|
|
80,164
|
|
|
71,030
|
|
|
—
|
|
|
71,030
|
|
||||||
Sales and marketing
|
|
151,341
|
|
|
(10,700
|
)
|
|
140,641
|
|
|
124,950
|
|
|
(6,400
|
)
|
|
118,550
|
|
||||||
General and administrative
|
|
92,726
|
|
|
—
|
|
|
92,726
|
|
|
86,876
|
|
|
—
|
|
|
86,876
|
|
||||||
Total operating expenses
|
|
324,231
|
|
|
(10,700
|
)
|
|
313,531
|
|
|
282,856
|
|
|
(6,400
|
)
|
|
276,456
|
|
||||||
Operating loss
|
|
$
|
(83,045
|
)
|
|
$
|
12,300
|
|
|
$
|
(70,745
|
)
|
|
$
|
(65,953
|
)
|
|
$
|
9,710
|
|
|
$
|
(56,243
|
)
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(28,077
|
)
|
|
$
|
(38,213
|
)
|
|
$
|
(72,381
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding:
|
|
|
|
|
|
|
||||||
Basic and Diluted
|
|
80,280
|
|
|
77,635
|
|
|
70,000
|
|
|||
Loss per common share:
|
|
|
|
|
|
|
||||||
Basic and Diluted
|
|
$
|
(0.35
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(1.03
|
)
|
|
|
|
|
|
|
|
||||||
Weighted-average anti-dilutive stock options, non-vested restricted stock and restricted stock units
|
|
5,096
|
|
|
3.806
|
|
|
—
|
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||||||||||||||||||
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Customer relationships
|
|
$
|
189,518
|
|
|
$
|
(63,058
|
)
|
|
$
|
126,460
|
|
|
$
|
189,518
|
|
|
$
|
(48,963
|
)
|
|
$
|
140,555
|
|
Technology
|
|
135,584
|
|
|
(57,978
|
)
|
|
77,606
|
|
|
135,584
|
|
|
(44,336
|
)
|
|
91,248
|
|
||||||
Finite-lived intangible assets
|
|
325,102
|
|
|
(121,036
|
)
|
|
204,066
|
|
|
325,102
|
|
|
(93,299
|
)
|
|
231,803
|
|
||||||
Trade name
|
|
30,118
|
|
|
—
|
|
|
30,118
|
|
|
30,118
|
|
|
—
|
|
|
30,118
|
|
||||||
Total intangible assets
|
|
$
|
355,220
|
|
|
$
|
(121,036
|
)
|
|
$
|
234,184
|
|
|
$
|
355,220
|
|
|
$
|
(93,299
|
)
|
|
$
|
261,921
|
|
Fiscal Years
|
(in thousands)
|
||
2019
|
$
|
27,736
|
|
2020
|
27,736
|
|
|
2021
|
27,736
|
|
|
2022
|
27,736
|
|
|
2023
|
27,736
|
|
|
Thereafter
|
65,386
|
|
|
Total
|
$
|
204,066
|
|
|
|
Payments Due For
|
||||||||||||||
|
|
Operating
|
|
Purchase
|
|
Credit Facilities
|
|
|
||||||||
Fiscal Years Ending
|
|
Leases
|
|
Obligations
|
|
and Other
(1)
|
|
Total
|
||||||||
2019
|
|
$
|
5,231
|
|
|
$
|
3,446
|
|
|
$
|
2,746
|
|
|
$
|
11,423
|
|
2020
|
|
4,727
|
|
|
1,397
|
|
|
500
|
|
|
6,624
|
|
||||
2021
|
|
3,644
|
|
|
611
|
|
|
500
|
|
|
4,755
|
|
||||
2022
|
|
5,349
|
|
|
—
|
|
|
—
|
|
|
5,349
|
|
||||
2023
|
|
4,576
|
|
|
—
|
|
|
—
|
|
|
4,576
|
|
||||
2024 and beyond
|
|
16,117
|
|
|
—
|
|
|
—
|
|
|
16,117
|
|
||||
Total
|
|
$
|
39,644
|
|
|
$
|
5,454
|
|
|
$
|
3,746
|
|
|
$
|
48,844
|
|
(1)
|
Reflects purchase obligations of annual maintenance services for hardware systems for internal use from a related party. See also “Note 10—Related Party Transactions.”
|
|
|
Fiscal Year Ended
|
|
|
February 3, 2017
|
|
|
|
Expected life
|
|
6.3 years
|
Risk-free interest rate
|
|
1.68%
|
Volatility
|
|
44.74%
|
Dividend yield
|
|
—%
|
Weighted-average grant-date fair value
|
|
$6.15
|
|
||||||||||||||||
|
Number
of
Options
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Contractual Life (years) |
|
Weighted-Average Grant date Fair Value Per Share
|
|
Aggregate Intrinsic Value
|
|||||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
|||||||
Balance, January 29, 2016
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|||
Granted
|
2,960,419
|
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|||
Canceled, expired or forfeited
|
(382,252
|
)
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|||
Balance, February 3, 2017
|
2,578,167
|
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|||
Canceled, expired or forfeited
|
(53,065
|
)
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|||
Balance, February 2, 2018
|
2,525,102
|
|
|
$
|
14.00
|
|
|
8.20
|
|
$
|
6.11
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Options expected to vest, February 2, 2018
|
1,827,574
|
|
|
$
|
14.00
|
|
|
8.23
|
|
$
|
6.10
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Options exercisable, February 2, 2018
|
614,383
|
|
|
$
|
14.00
|
|
|
8.10
|
|
$
|
6.13
|
|
|
$
|
—
|
|
|
Number
of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value Per Share
|
|
Weighted-
Average Contractual Life (years) |
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
|
(in thousands)
|
|||||
Balance, January 29, 2016
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
2,460,594
|
|
|
$
|
13.28
|
|
|
|
|
|
||
Vested
|
(2,143
|
)
|
|
$
|
14.00
|
|
|
|
|
|
||
Forfeited
|
(215,965
|
)
|
|
$
|
14.00
|
|
|
|
|
|
||
Balance, February 3, 2017
|
2,242,486
|
|
|
$
|
13.21
|
|
|
|
|
|
||
Granted
|
1,134,966
|
|
|
$
|
10.40
|
|
|
|
|
|
|
|
Vested
|
(507,196
|
)
|
|
$
|
13.62
|
|
|
|
|
|
||
Forfeited
|
(550,697
|
)
|
|
$
|
11.46
|
|
|
|
|
|
||
Balance, February 2, 2018
|
2,319,559
|
|
|
$
|
12.16
|
|
|
1.31
|
|
$
|
21,897
|
|
|
|
|
|
|
|
|
|
|||||
Restricted stock and restricted stock units expected to vest, February 2, 2018
|
2,118,854
|
|
|
$
|
12.21
|
|
|
1.43
|
|
$
|
20,002
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
February 2,
2018 |
|
February 3,
2017 |
|
January 29,
2016 |
||||||
|
|
(in thousands)
|
||||||||||
Cost of revenue
|
|
$
|
891
|
|
|
$
|
462
|
|
|
$
|
—
|
|
Research and development
|
|
3,261
|
|
|
2,033
|
|
|
277
|
|
|||
Sales and marketing
|
|
735
|
|
|
1,068
|
|
|
—
|
|
|||
General and administrative
|
|
8,903
|
|
|
5,320
|
|
|
564
|
|
|||
Total stock-based compensation expense
|
|
$
|
13,790
|
|
|
$
|
8,883
|
|
|
$
|
841
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
|
|
|
|
|
|
||||||
Loss before income taxes
|
|
$
|
(85,780
|
)
|
|
$
|
(63,477
|
)
|
|
$
|
(112,577
|
)
|
Income tax benefit
|
|
$
|
(57,703
|
)
|
|
$
|
(25,264
|
)
|
|
$
|
(40,196
|
)
|
Effective tax rate
|
|
67.3
|
%
|
|
39.8
|
%
|
|
35.7
|
%
|
|
Fiscal Year Ended
|
|||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
|||
|
|
|||||||
U.S. federal statutory rate
|
33.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign income taxed at different rates
|
0.4
|
|
|
(0.3
|
)
|
|
(0.9
|
)
|
State income taxes, net of federal tax benefit
|
2.2
|
|
|
3.2
|
|
|
1.9
|
|
Research and development credits
|
1.8
|
|
|
3.1
|
|
|
0.5
|
|
Nondeductible/nontaxable items
|
(1.8
|
)
|
|
(1.2
|
)
|
|
(0.8
|
)
|
U.S. Tax Reform
|
31.5
|
|
|
—
|
|
|
—
|
|
Stock-based compensation
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
Total
|
67.3
|
%
|
|
39.8
|
%
|
|
35.7
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
(20,288
|
)
|
|
$
|
(22,470
|
)
|
|
$
|
(12,519
|
)
|
State/Local
|
(886
|
)
|
|
657
|
|
|
(1,517
|
)
|
|||
Foreign
|
80
|
|
|
1,379
|
|
|
(1,366
|
)
|
|||
Current
|
(21,094
|
)
|
|
(20,434
|
)
|
|
(15,402
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|||||
Federal
|
(37,191
|
)
|
|
(3,620
|
)
|
|
(24,472
|
)
|
|||
State/Local
|
(141
|
)
|
|
(471
|
)
|
|
330
|
|
|||
Foreign
|
723
|
|
|
(739
|
)
|
|
(652
|
)
|
|||
Deferred
|
(36,609
|
)
|
|
(4,830
|
)
|
|
(24,794
|
)
|
|||
Income tax benefit
|
$
|
(57,703
|
)
|
|
$
|
(25,264
|
)
|
|
$
|
(40,196
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
February 2, 2018
|
|
February 3, 2017
|
|
January 29, 2016
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
(88,546
|
)
|
|
$
|
(64,542
|
)
|
|
$
|
(103,061
|
)
|
Foreign
|
2,766
|
|
|
1,065
|
|
|
(9,516
|
)
|
|||
Loss before income taxes
|
$
|
(85,780
|
)
|
|
$
|
(63,477
|
)
|
|
$
|
(112,577
|
)
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|||
Deferred revenue
|
$
|
3,441
|
|
|
$
|
6,232
|
|
Provision for doubtful accounts
|
1,883
|
|
|
2,377
|
|
||
Loss carryforwards
|
3,966
|
|
|
2,806
|
|
||
Stock-based and deferred compensation
|
5,701
|
|
|
9,568
|
|
||
Other
|
2,803
|
|
|
—
|
|
||
Deferred tax assets
|
17,794
|
|
|
20,983
|
|
||
Valuation allowance
|
(3,966
|
)
|
|
(2,806
|
)
|
||
Deferred tax assets, net of valuation allowance
|
13,828
|
|
|
18,177
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(1,347
|
)
|
|
(1,367
|
)
|
||
Purchased intangible assets
|
(56,590
|
)
|
|
(97,836
|
)
|
||
Operating and compensation related accruals
|
(3,777
|
)
|
|
(3,933
|
)
|
||
Other
|
(14
|
)
|
|
(29
|
)
|
||
Deferred tax liabilities
|
(61,728
|
)
|
|
(103,165
|
)
|
||
Net deferred tax liabilities
|
$
|
(47,900
|
)
|
|
$
|
(84,988
|
)
|
|
|
|
|
|
|
|
||||
|
|
|
|
Consolidated
|
||||||
|
|
|
|
February 2, 2018
|
|
February 3, 2017
|
||||
|
|
|
|
(in thousands)
|
||||||
Accounts receivable, net:
|
|
|
|
|
||||||
|
Gross accounts receivable
|
|
$
|
166,010
|
|
|
$
|
119,678
|
|
|
|
Allowance for doubtful accounts
|
|
(8,246
|
)
|
|
(6,132
|
)
|
|||
|
|
Total
|
|
$
|
157,764
|
|
|
$
|
113,546
|
|
Other current assets:
|
|
|
|
|
||||||
|
Income tax receivable
|
|
21,380
|
|
|
25,091
|
|
|||
|
Prepaid maintenance and support agreements
|
|
11,826
|
|
|
11,910
|
|
|||
|
Prepaid other
|
|
8,957
|
|
|
10,749
|
|
|||
|
|
Total
|
|
$
|
42,163
|
|
|
$
|
47,750
|
|
Property and equipment, net
|
|
|
|
|
||||||
|
Computer equipment
|
|
$
|
59,754
|
|
|
$
|
47,407
|
|
|
|
Leasehold improvements
|
|
19,634
|
|
|
16,986
|
|
|||
|
Other equipment
|
|
2,079
|
|
|
1,358
|
|
|||
|
|
Total property and equipment
|
|
81,467
|
|
|
65,751
|
|
||
|
Accumulated depreciation and amortization
|
|
$
|
(48,010
|
)
|
|
$
|
(34,598
|
)
|
|
|
|
Total
|
|
$
|
33,457
|
|
|
$
|
31,153
|
|
Other noncurrent assets
|
|
|
|
|
||||||
|
Prepaid maintenance agreements
|
|
956
|
|
|
2,304
|
|
|||
|
Deferred tax asset
|
|
832
|
|
|
1,503
|
|
|||
|
Other
|
|
2,889
|
|
|
1,897
|
|
|||
|
|
Total
|
|
$
|
4,677
|
|
|
$
|
5,704
|
|
Accrued and other current liabilities
|
|
|
|
|
||||||
|
Compensation
|
|
$
|
46,046
|
|
|
$
|
36,803
|
|
|
|
Intercompany payable, net
|
|
19,580
|
|
|
9,052
|
|
|||
|
Other
|
|
15,999
|
|
|
13,849
|
|
|||
|
|
Total
|
|
$
|
81,625
|
|
|
$
|
59,704
|
|
Other non-current liabilities
|
|
|
|
|
||||||
|
Deferred tax liabilities
|
|
$
|
48,732
|
|
|
$
|
86,491
|
|
|
|
Intercompany payable, net
|
|
—
|
|
|
1,100
|
|
|||
|
Other
|
|
3,949
|
|
|
1,801
|
|
|||
|
|
Total
|
|
$
|
52,681
|
|
|
$
|
89,392
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
|
|
February 2, 2018
|
|
|
February 3, 2017
|
|
|
January 29, 2016
|
|
|||
Net revenue
|
|
|
|
|
|
|
||||||||
|
United States
|
|
$
|
391,133
|
|
|
$
|
374,254
|
|
|
$
|
298,984
|
|
|
|
Foreign Countries
|
|
76,771
|
|
|
55,248
|
|
|
40,538
|
|
||||
|
|
Total
|
|
$
|
467,904
|
|
|
$
|
429,502
|
|
|
$
|
339,522
|
|
|
|
|
|
February 2, 2018
|
|
|
February 3, 2017
|
|
||
Property and equipment, net
|
|
|
|
|
||||||
|
United States
|
|
$
|
28,587
|
|
|
$
|
26,916
|
|
|
|
Foreign Countries
|
|
4,870
|
|
|
4,237
|
|
|||
|
|
Total
|
|
$
|
33,457
|
|
|
$
|
31,153
|
|
|
|
February 2, 2018
|
February 3, 2017
|
||||
|
|
(in thousands)
|
|||||
Intercompany receivable
|
|
$
|
—
|
|
$
|
1,680
|
|
Intercompany payable
|
|
(19,580
|
)
|
(11,832
|
)
|
||
Net intercompany payable (in accrued and other)
|
|
$
|
(19,580
|
)
|
$
|
(10,152
|
)
|
|
|
|
|
||||
Accounts receivable from clients under reseller agreements with Dell (in accounts receivable, net)
|
|
$
|
25,229
|
|
$
|
16,658
|
|
|
|
|
|
||||
Net operating loss tax sharing receivable under agreement with Dell (in other current assets at February 2, 2018 and other non-current liabilities at February 3, 2017)
|
|
$
|
21,380
|
|
$
|
25,091
|
|
|
|
|
Fiscal Year 2018
|
||||||||||||||
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
|
$
|
113,593
|
|
|
$
|
116,123
|
|
|
$
|
117,534
|
|
|
$
|
120,654
|
|
|
Gross margin
|
|
$
|
59,651
|
|
|
$
|
59,798
|
|
|
$
|
61,808
|
|
|
$
|
59,929
|
|
|
Net (loss) income
|
|
$
|
(14,236
|
)
|
|
$
|
(12,118
|
)
|
|
$
|
(11,601
|
)
|
|
$
|
9,878
|
|
|
Net (loss) income per common share (basic and diluted)
(1)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.12
|
|
|
Weighted-average common shares outstanding (basic)
|
|
80,056
|
|
|
80,353
|
|
|
80,355
|
|
|
80,357
|
|
|||||
Weighted-average common shares outstanding (diluted)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
80,528
|
|
|
|
|
Fiscal Year 2017
|
||||||||||||||
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
|
$
|
99,793
|
|
|
$
|
103,653
|
|
|
$
|
107,108
|
|
|
$
|
118,948
|
|
|
Gross margin
|
|
$
|
49,944
|
|
|
$
|
50,746
|
|
|
$
|
53,471
|
|
|
$
|
62,742
|
|
|
Net loss
|
|
$
|
(11,627
|
)
|
|
$
|
(12,051
|
)
|
|
$
|
(7,718
|
)
|
|
$
|
(6,817
|
)
|
|
Net loss per common share (basic and diluted)
(1)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.09
|
)
|
|
Weighted-average common shares outstanding (basic and diluted)
|
|
70,330
|
|
|
80,009
|
|
|
80,009
|
|
|
80,009
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Balance at
|
|
Charged to
|
|
|
|
Balance at
|
||||||||
|
|
|
|
Beginning
|
|
Income
|
|
Charged to
|
|
End of
|
||||||||
Fiscal Year
|
|
Description
|
|
of Period
|
|
Statement
|
|
Allowance
|
|
Period
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trade Receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
Allowance for doubtful accounts
|
|
$
|
6,132
|
|
|
$
|
3,947
|
|
|
$
|
(1,833
|
)
|
|
$
|
8,246
|
|
2017
|
|
Allowance for doubtful accounts
|
|
$
|
4,484
|
|
|
$
|
2,613
|
|
|
$
|
(965
|
)
|
|
$
|
6,132
|
|
2016
|
|
Allowance for doubtful accounts
|
|
$
|
1,059
|
|
|
$
|
4,661
|
|
|
$
|
(1,236
|
)
|
|
$
|
4,484
|
|
(1)
|
Financial Statements
: The following financial statements are filed as a part of this report under “Part II — Item 8 Financial Statements and Supplementary Data”:
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Financial Position as of February 2, 2018 and February 3, 2017
|
|
Consolidated Statements of Operations for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
Consolidated Statements of Comprehensive Loss for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
Consolidated Statements of Cash Flows for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
Consolidated Statements of Stockholder's Equity for the fiscal years ended February 2, 2018, February 3, 2017, and January 29, 2016
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
(2)
|
Financial Statement Schedules
: The following financial statement schedule is included following the Notes to the Consolidated Financial Statements under “Part II — Item 8 — Financial Statements and Supplementary Data”:
|
(3)
|
Exhibits
:
|
EXHIBIT INDEX - Continued
|
||
Exhibit No.
|
|
Description
|
10.5
|
|
|
10.5.1
|
|
|
10.6
|
|
|
10.7†
|
|
|
10.8
|
|
|
10.8.1††+
|
|
|
10.9†
|
|
|
10.10†
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13.1
|
|
|
10.13.2
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19*
|
|
|
10.20*
|
|
EXHIBIT INDEX - Continued
|
||
Exhibit No.
|
|
Description
|
10.21*
|
|
|
10.22*
|
|
|
10.23*
|
|
|
10.24*
|
|
|
10.25*
|
|
|
10.26*
|
|
|
10.27*
|
|
|
10.28*
|
|
|
10.29*
|
|
|
10.30*
|
|
|
10.31*
|
|
|
10.32*
|
|
|
10.33*
|
|
|
21.1††
|
|
|
23.1††
|
|
|
31.1††
|
|
|
31.2††
|
|
|
32.1†††
|
|
|
101 .INS††
|
|
|
101 .SCH††
|
|
|
101 .CAL††
|
|
|
101 .DEF††
|
|
|
101 .LAB††
|
|
|
101 .PRE††
|
|
|
|
|
|
†
|
|
Certain portions of this exhibit have been omitted pursuant to a confidential treatment order. Omitted information has been filed separately with the SEC.
|
|
SecureWorks Corp.
|
|
|
|
|
|
By:
|
/s/ Michael R. Cote
|
|
|
Michael R. Cote
|
|
|
President and Chief Executive Officer
|
|
|
(Duly Authorized Officer)
|
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/ Michael R. Cote
|
|
President, Chief Executive Officer and Director
|
|
March 28, 2018
|
Michael R. Cote
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ R. Wayne Jackson
|
|
Chief Financial Officer
|
|
March 28, 2018
|
R. Wayne Jackson
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Teri Miller
|
|
Vice President, Chief Accounting Officer
|
|
March 28, 2018
|
Teri Miller
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Michael S. Dell
|
|
Chairman of the Board of Directors
|
|
March 28, 2018
|
Michael S. Dell
|
|
|
|
|
|
|
|
|
|
/s/ Egon Durban
|
|
Director
|
|
March 28, 2018
|
Egon Durban
|
|
|
|
|
|
|
|
|
|
/s/ Pamela Daley
|
|
Director
|
|
March 28, 2018
|
Pamela Daley
|
|
|
|
|
|
|
|
|
|
/s/ Yagyensh C. Pati
|
|
Director
|
|
March 28, 2018
|
Yagyensh C. Pati
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. Hawkins
|
|
Director
|
|
March 28, 2018
|
Mark J. Hawkins
|
|
|
|
|
|
|
|
|
|
/s/ William R. McDermott
|
|
Director
|
|
March 28, 2018
|
William R. McDermott
|
|
|
|
|
|
|
|
|
|
/s/ James M. Whitehurst
|
|
Director
|
|
March 28, 2018
|
James M. Whitehurst
|
|
|
|
|
|
|
|
|
|
|
DELL INC.
By: /s/
Janet Bawcom
Name: Janet Bawcom
Title: Senior Vice President & Assistant Secretary
|
|
SECUREWORKS CORP.
By: /s/
George B. Hanna
Name: George B. Hanna
Title: Chief Legal Officer & Corporate Secretary
|
|
|
Service Description
|
Service Period
|
Costs
|
APJ REGION
1.
Facilities (other than Japan):
a.
14 Aquatic Drive, Unit 3 Sydney Australia
b.
Plot P27, Bayan Lepas Industrial Zone, Malaysia
•
Services
. Dell shall provide Spyglass full and unfettered access to all office and lab space necessary to carry out business operations as such business operations existed as of the Effective Date.
•
Approximate seating capacity
: 12 (Sydney), 1 (Bayan Lepas)
•
Facilities Management Services
. Dell shall provide the following Services for the facilities identified above for Spyglass to carry out business operations as such business operations existed as of the Effective Date:
(a)
Performance of all maintenance and repair services;
(b)
Required Insurance to be in compliance with local laws;
(c)
Provision of all utilities, including HVAC, electricity and water;
(d)
Provision of janitorial services;
(e)
Provision of shared office equipment, including photocopiers, and mail
service;
(f)
Provision of office furniture to perform duties;
(g)
Provision of physical security to the facility premises; and
(h)
Use of parking on the facility premises per the applicable building rules.
|
Until such time (to be reviewed each twelve (12) months) as Spyglass has relocated its employees.
|
Spyglass shall pay a base rental fee for the annual term in the amount of $56,017. The base rental fee is based on actual operating costs as calculated on a per seat basis for the region multiplied by the number of seats occupied by Spyglass as of the Effective Date and will remain static through the term of the fiscal year of such Effective Date. Annual reviews will be conducted and amounts adjusted based on actual forecasted expenses and headcount fluctuations.
Pricing Methodology
:
$4,608/HC/Year (Sydney);
$721/HC/Year (Bayan Lepas)
-or-
$384/HC/Month (Sydney);
$61/HC/Month (Bayan Lepas)
|
Service Description
|
Service Period
|
Costs
|
EMEA REGION
Facilities:
1.
River Quest 80 quai Voltaire, France – Hosting Agreement (no charge)
2.
UK House, 180 Oxford London, United Kingdom
3.
Office 301-317 Building 15, Dubai Internet City, United Arab Emirates
•
Services
. Dell shall provide Spyglass full and unfettered access to all office and lab space necessary to carry out business operations as such business operations existed as of the Effective Date. The Hosting Agreement in France is for registered address purposes only.
•
Approximate seating capacity
: 14 (London), 2 (Dubai)
•
Facilities Management Services
. Dell shall provide the following Services for the facilities identified above for Spyglass to carry out business operations as such business operations existed as of the Effective Date:
(a)
Performance of all maintenance and repair services;
(b)
Required Insurance to be in compliance with local laws;
(c)
Provision of all utilities, including HVAC, electricity and water;
(d)
Provision of janitorial services;
(e)
Provision of shared office equipment, including photocopiers, and mail
service;
(f)
Provision of office furniture to perform duties;
(g)
Provision of physical security to the facility premises; and
(h)
Use of parking on the facility premises per the applicable building rules.
|
Until such time (to be reviewed each twelve (12) months) as Spyglass has relocated its employees.
|
Spyglass shall pay a base rental fee for the annual term in the amount of $267,425*. The base rental fee is based on actual operating costs as calculated on a per seat basis for the region multiplied by the number of seats occupied by Spyglass as of the Effective Date and will remain static through the term of the fiscal year of such Effective Date. Annual reviews will be conducted and amounts adjusted based on actual forecasted expenses and headcount fluctuations.
Pricing Methodology
:
$18,344/HC/Year (London);
$5,307/HC/Year (Dubai)
-or-
$1,529/HC/Month (London);
$442/HC/Month (Dubai)
*HC pricing methodology is strictly applied to London and Dubai. The Hosting Agreement for France specifies specific terms.
|
Service Description
|
Service Period
|
Costs
|
GLOBAL SERVICES
Facilities:
Applies to any location within the Dell global portfolio
•
Services
. Upon request, Dell shall provide Spyglass real estate consulting and access to Dell’s corporate Facilities Software instance of Tririga to manage employee space records for Spyglass’s real estate portfolio needs both current and future. This shall include such consulting as transactions, project management, strategy, Environmental, Health & Safety (EHS) and other miscellaneous support which may be needed from time to time. From time to time, additional resources may be required to assist in such consulting, and at such time, the scope and pricing will be mutually agreed by both parties. Should consulting require travel, all costs should be incurred by Spyglass.
|
Twelve (12) months) which shall be renewable in equal periods as long as both parties mutually consent.
|
Spyglass shall pay a base consulting fee for the annual term in the amount of $5,000.00.
|
|
|
|
|
|
|
Terms and Conditions Specifically Applicable to Facilities/Security Services:
|
|
|
|
|
|
•
Dell Service Coordinator:
o Becky Ewy
Phone: 512-724-7011
Email:
becky_ewy@dell.com
|
|
|
•
Spyglass Service Coordinator:
o Matt Diamond
Phone: 404-486-4440
Email: mdiamond@secureworks.com
|
|
|
1.
|
The first paragraph of “Section 2.1 Fees” to the MSA is deleted and replaced in its entirety with the following:
|
2.
|
The following exhibit, “Exhibit B”, is hereby inserted at the end of the MSA.
|
“
Existing Commitment Customers
” include the following:
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
|
|
Exhibit 21.1
|
|
|
Jurisdiction of Incorporation
|
Name of Subsidiary
|
|
or Organization
|
SecureWorks, Inc.
|
|
Georgia
|
SecureWorks Australia Pty. Ltd.
|
|
Australia
|
SecureWorks Europe Limited
|
|
United Kingdom
|
SecureWorks Europe S.R.L.
|
|
Romania
|
SecureWorks India Private Limited
|
|
India
|
SecureWorks Japan K.K.
|
|
Japan
|
SecureWorks SAS
|
|
France
|
|
|
|
|
Exhibit 23.1
|
1.
|
I have reviewed this Annual Report on Form 10-K of SecureWorks Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 28, 2018
|
|
/s/ Michael R. Cote
|
|
|
Michael R. Cote
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of SecureWorks Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 28, 2018
|
|
/s/ R. Wayne Jackson
|
|
|
R. Wayne Jackson
|
|
|
Chief Financial Officer
|
1.
|
The annual report on Form 10-K of the Company for the fiscal year ended
February 2, 2018
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in such annual report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 28, 2018
|
|
/s/ Michael R. Cote
|
|
|
|
Michael R. Cote
|
|
|
|
President and Chief Executive Officer
|
Date:
|
March 28, 2018
|
|
/s/ R. Wayne Jackson
|
|
|
|
R. Wayne Jackson
|
|
|
|
Chief Financial Officer
|