Nortonlifelock Inc. Form 10-Q Quarterly Report Filed 2021-08-02
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SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Quarterly report pursuant to sections 13 or 15(d) Filing Date: 2021-08-02 | Period of Report: 2021-07-02 SEC Accession No. 0000849399-21-000014 (HTML Version on secdatabase.com) FILER NortonLifeLock Inc. Mailing Address Business Address 60 E RIO SALADO PARKWAY 60 E RIO SALADO PARKWAY CIK:849399| IRS No.: 770181864 | State of Incorp.:DE | Fiscal Year End: 0402 SUITE 1000 SUITE 1000 Type: 10-Q | Act: 34 | File No.: 000-17781 | Film No.: 211136728 TEMPE AZ 85281 TEMPE AZ 85281 SIC: 7372 Prepackaged software 650-527-2900 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 2, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 000-17781 NortonLifeLock Inc. (Exact name of the registrant as specified in its charter) Delaware 77-0181864 (State or other jurisdiction of incorporation or organization) (I.R.S. employer Identification no.) 60 E. Rio Salado Parkway, Suite 1000, Tempe, Arizona 85281 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (650) 527-8000 Former name or former address, if changed since last report: Not applicable ________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share NLOK The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ The number of shares of NortonLifeLock common stock, $0.01 par value per share, outstanding as of July 27, 2021 was 581,268,447 shares. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents NORTONLIFELOCK INC. FORM 10-Q Quarterly Period Ended July 2, 2021 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations 4 Condensed Consolidated Statements of Comprehensive Income 5 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures about Market Risk 31 Item 4. Controls and Procedures 31 PART II. OTHER INFORMATION Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43 Item 6. Exhibits 43 Signatures 45 “NortonLifeLock,” “we,” “us,” “our,” and “the Company” refer to NortonLifeLock Inc. and all of its subsidiaries. NortonLifeLock, the NortonLifeLock Logo, the Checkmark Logo, Norton, LifeLock, and the LockMan Logo are trademarks or registered trademarks of NortonLifeLock Inc. or its affiliates in the United States (U.S.) and other countries. Other names may be trademarks of their respective owners. 2 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements NORTONLIFELOCK INC. CONDENSED CONSOLIDATED BALANCE SHEETS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Unaudited, in millions, except par value per share amounts) July 2, 2021 April 2, 2021 ASSETS Current assets: Cash and cash equivalents $ 1,230 $ 933 Short-term investments 15 18 Accounts receivable, net 105 117 Other current assets 198 237 Assets held for sale 238 233 Total current assets 1,786 1,538 Property and equipment, net 71 78 Operating lease assets 71 76 Intangible assets, net 1,096 1,116 Goodwill 2,863 2,867 Other long-term assets 678 686 Total assets $ 6,565 $ 6,361 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 76 $ 52 Accrued compensation and benefits 66 107 Current portion of long-term debt 438 313 Contract liabilities 1,176 1,210 Current operating lease liabilities 24 26 Other current liabilities 441 428 Total current liabilities 2,221 2,136 Long-term debt 3,422 3,288 Long-term contract liabilities 55 55 Deferred income tax liabilities 146 137 Long-term income taxes payable 1,103 1,119 Long-term operating lease liabilities 60 66 Other long-term liabilities 55 60 Total liabilities 7,062 6,861 Commitments and contingencies (Note 18) Stockholders’ equity (deficit): Common stock and additional paid-in capital, $0.01 par value: 3,000 shares authorized; 581 and 580 shares issued and outstanding as of July 2, 2021 and April 2, 2021, respectively 2,049 2,229 Accumulated other comprehensive income 49 47 Retained earnings (accumulated deficit) (2,595) (2,776) Total stockholders’ equity (deficit) (497) (500) Total liabilities and stockholders’ equity (deficit) $ 6,565 $ 6,361 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents NORTONLIFELOCK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in millions, except per share amounts) Three Months Ended July 2, 2021 July 3, 2020 Net revenues $ 686 $ 614 Cost of revenues 102 86 Gross profit 584 528 Operating expenses: Sales and marketing 156 145 Research and development 68 65 General and administrative 45 53 Amortization of intangible assets 21 18 Restructuring, transition and other costs 7 127 Total operating expenses 297 408 Operating income 287 120 Interest expense (32) (40) Other income (expense), net (3) 19 Income (loss) from continuing operations before income taxes 252 99 Income tax expense (benefit) 71 (50) Income (loss) from continuing operations 181 149 Income (loss) from discontinued operations — (31) Net income $ 181 $ 118 Income (loss) per share - basic: Continuing operations $ 0.31 $ 0.25 Discontinued operations $ — $ (0.05) Net income per share - basic $ 0.31 $ 0.20 Income (loss) per share - diluted: Continuing operations $ 0.31 $ 0.24 Discontinued operations $ — $ (0.05) Net income per share - diluted $ 0.31 $ 0.19 Weighted-average shares outstanding: Basic 580 590 Diluted 591 614 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents NORTONLIFELOCK INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in millions) Three Months Ended July 2, 2021 July 3, 2020 Net income $ 181 $ 118 Other comprehensive income, net of taxes: Foreign currency translation adjustments 2 11 Net unrealized gain (loss) on available-for-sale securities — 1 Other comprehensive income, net of taxes 2 12 Comprehensive income $ 183 $ 130 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents NORTONLIFELOCK INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited, in millions, except per share amounts) Common Stock and Additional Paid- Accumulated