tenb-20221025
0001660280false00016602802022-10-252022-10-25


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): October 25, 2022

__________________
TENABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________
Delaware001-3860047-5580846
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

6100 Merriweather Drive, Columbia, Maryland 21044
(Address of principal executive offices, including zip code)

(410) 872-0555
(Registrant’s telephone number, including area code)
__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareTENBThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. 




Item 2.02    Results of Operations and Financial Condition.
On October 25, 2022, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.
The information in this Item 2.02 of this Current Report on 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.
Item 9.01    Financial Statements and Exhibits.
(d)     Exhibits
Exhibit NumberDescription
99.1
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from Tenable's 8-K filed on October 25, 2022, formatted in Inline XBRL.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TENABLE HOLDINGS, INC.
Date:October 25, 2022By:/s/ David Bartholomew
David Bartholomew
Interim General Counsel and Assistant Corporate Secretary

Document

Tenable Announces Third Quarter 2022 Financial Results
Added 712 new enterprise platform customers and 89 net new six-figure customers.
Revenue of $174.9 million, up 26% year-over-year.
Calculated current billings of $207.3 million, up 24% year-over-year.
GAAP loss from operations of $13.0 million; Non-GAAP income from operations of $23.1 million.
Net cash provided by operating activities of $35.9 million; Unlevered free cash flow of $34.8 million.
COLUMBIA, Maryland, October 25, 2022 — Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the Exposure Management company, today announced financial results for the quarter ended September 30, 2022.
"We are very pleased with our performance in the third quarter, highlighted by better than expected top-line results, significant operating leverage and strong free cash flow,” said Amit Yoran, Chairman and CEO of Tenable. “Additionally, we are excited to have recently released Tenable One, our Exposure Management Platform, which is changing the game in the security and risk management market."
Third Quarter 2022 Financial Highlights
Revenue was $174.9 million, a 26% increase year-over-year.
Calculated current billings was $207.3 million, a 24% increase year-over-year.
GAAP loss from operations was $13.0 million, compared to a loss of $11.2 million in the third quarter of 2021.
Non-GAAP income from operations was $23.1 million, compared to $13.7 million in the third quarter of 2021.
GAAP net loss was $18.7 million, compared to a loss of $16.2 million in the third quarter of 2021.
GAAP net loss per share was $0.17, compared to a loss per share of $0.15 in the third quarter of 2021.
Non-GAAP net income was $17.2 million, compared to $8.1 million in the third quarter of 2021.
Non-GAAP diluted earnings per share was $0.15, compared to $0.07 in the third quarter of 2021.
Cash and cash equivalents and short-term investments were $548.0 million at September 30, 2022, compared to $512.3 million at December 31, 2021.
Net cash provided by operating activities was $35.9 million, compared to $19.6 million in the third quarter of 2021.
Unlevered free cash flow was $34.8 million, compared to $20.1 million in the third quarter of 2021.
Recent Business Highlights
Added 712 new enterprise platform customers and 89 net new six-figure customers.
Released Tenable One, our Exposure Management Platform that delivers unified visibility into exposures, identifies attack paths and enables more efficient risk management.
Enhanced Tenable Cloud Security, adding Agentless Assessment and Live Results to Cloud Security Posture Management or CSPM and Vulnerability Management, providing a unified view of organizations’ cloud environments at scale without increasing cloud computing costs.
Achieved the Application Security distinction in the Amazon Web Services (AWS) Security Competency for our cloud-native vulnerability management solution.
Financial Outlook
For the fourth quarter of 2022, we currently expect:
Revenue in the range of $180.0 million to $182.0 million.
Non-GAAP income from operations in the range of $15.0 million to $16.0 million.
Non-GAAP net income in the range of $7.5 million to $8.5 million, assuming interest expense of $6.8 million and a provision for income taxes of $2.8 million.
Non-GAAP diluted earnings per share in the range of $0.06 to $0.07.
118.5 million diluted weighted average shares outstanding.
1


For the year ending December 31, 2022, we currently expect:
Calculated current billings in the range of $768.0 million to $776.0 million.
Revenue in the range of $678.6 million to $680.6 million.
Non-GAAP income from operations in the range of $62.7 million to $63.7 million.
Non-GAAP net income in the range of $37.6 million to $38.6 million, assuming interest expense of $19.0 million and a provision for income taxes of $6.0 million.
Non-GAAP diluted earnings per share in the range of $0.32 to $0.33.
118.0 million diluted weighted average shares outstanding.
Unlevered free cash flow in the range of $120.0 million to $125.0 million
Conference Call Information
Tenable will host a conference call today, October 25, 2022, at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.
About Tenable
Tenable® is the Exposure Management company. Approximately 40,000 organizations around the globe rely on Tenable to understand and reduce cyber risk. As the creator of Nessus®, Tenable extended its expertise in vulnerabilities to deliver the world’s first platform to see and secure any digital asset on any computing platform. Tenable customers include approximately 60 percent of the Fortune 500, approximately 40 percent of the Global 2000, and large government agencies. Learn more at tenable.com.
Contact Information
Investor Relations
investors@tenable.com
Media Relations
tenablepr@tenable.com
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and other filings that we make from time to time with the SEC, which are available on the SEC's website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements
2


subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.
Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.
Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.
Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment, which includes capitalized internal use software. We believe free cash flow is an important liquidity measure of the cash (if any) that is available, after purchases of property and equipment, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate or use cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.
Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities and amortization of acquired intangible assets. Acquisition-related expenses include transaction expenses and costs related to the intercompany transfer of acquired intellectual property.
Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net loss, excluding the effect of stock-based compensation, acquisition-related expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.
Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.
3


Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.
4


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share data)2022202120222021
Revenue$174,851 $138,664 $498,560 $392,112 
Cost of revenue(1)
38,582 27,062 109,549 75,560 
Gross profit136,269 111,602 389,011 316,552 
Operating expenses:
Sales and marketing(1)
88,123 68,360 258,119 192,673 
Research and development(1)
36,131 30,675 106,649 85,714 
General and administrative(1)
24,973 23,785 77,969 67,066 
Total operating expenses149,227 122,820 442,737 345,453 
Loss from operations(12,958)(11,218)(53,726)(28,901)
Interest expense, net(3,279)(3,479)(9,500)(3,549)
Other expense, net(2,073)(823)(4,880)(1,360)
Loss before income taxes(18,310)(15,520)(68,106)(33,810)
Provision for income taxes420 726 2,629 1,822 
Net loss$(18,730)$(16,246)$(70,735)$(35,632)
Net loss per share, basic and diluted
$(0.17)$(0.15)$(0.64)$(0.34)
Weighted-average shares used to compute net loss per share, basic and diluted
111,937 106,869 110,843 105,765 
_______________
(1)    Includes stock-based compensation as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Cost of revenue$2,341 $1,197 $5,968 $3,336 
Sales and marketing13,589 7,629 36,420 21,502 
Research and development8,754 5,587 23,294 14,919 
General and administrative7,959 6,499 24,272 18,576 
Total stock-based compensation$32,643 $20,912 $89,954 $58,333 

5


TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2022December 31, 2021
(in thousands, except per share data)(unaudited)
Assets
Current assets:
Cash and cash equivalents$288,179 $278,000 
Short-term investments
259,832 234,292 
Accounts receivable (net of allowance for doubtful accounts of $268 and $524 at September 30, 2022 and December 31, 2021, respectively)
147,944 136,601 
Deferred commissions41,283 40,311 
Prepaid expenses and other current assets48,583 60,234 
Total current assets 785,821 749,438 
Property and equipment, net 45,759 36,833 
Deferred commissions (net of current portion)59,993 59,638 
Operating lease right-of-use assets39,594 38,530 
Acquired intangible assets, net78,456 71,536 
Goodwill316,787 261,614 
Other assets 23,327 31,230 
Total assets $1,349,737 $1,248,819 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses$26,237 $16,254 
Accrued compensation37,154 54,051 
Deferred revenue447,863 407,498 
Operating lease liabilities5,576 2,320 
Other current liabilities4,114 3,759 
Total current liabilities 520,944 483,882 
Deferred revenue (net of current portion) 145,849 123,387 
Term loan, net of issuance costs (net of current portion)362,679 364,728 
Operating lease liabilities (net of current portion)53,746 55,046 
Other liabilities 6,664 6,463 
Total liabilities 1,089,882 1,033,506 
Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 112,401 and 108,929 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
1,124 1,089 
Additional paid-in capital985,864 869,059 
Accumulated other comprehensive loss(1,869)(306)
Accumulated deficit(725,264)(654,529)
Total stockholders’ equity259,855 215,313 
Total liabilities and stockholders’ equity$1,349,737 $1,248,819 
6


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30,
(in thousands)20222021
Cash flows from operating activities:
Net loss$(70,735)$(35,632)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization15,911 11,123 
Stock-based compensation89,954 58,333 
Other2,102 832 
Changes in operating assets and liabilities:
Accounts receivable(10,727)3,993 
Prepaid expenses and other assets20,355 (5,284)
Accounts payable, accrued expenses and accrued compensation(8,829)4,023 
Deferred revenue61,731 38,747 
Other current and noncurrent liabilities(529)(1,342)
Net cash provided by operating activities99,233 74,793 
Cash flows from investing activities:
Purchases of property and equipment(13,910)(3,769)
Purchases of short-term investments(190,440)(211,755)
Sales and maturities of short-term investments163,340 109,000 
Business combinations, net of cash acquired(66,993)(98,489)
Net cash used in investing activities(108,003)(205,013)
Cash flows from financing activities:
Payments on term loan(2,813)— 
Proceeds from term loan— 375,000 
Credit facility issuance costs— (9,348)
Proceeds from stock issued in connection with the employee stock purchase plan14,791 13,736 
Proceeds from the exercise of stock options10,655 10,919 
Other financing activities562 (8)
Net cash provided by financing activities23,195 390,299 
Effect of exchange rate changes on cash and cash equivalents and restricted cash(4,276)(2,418)
Net increase in cash and cash equivalents and restricted cash10,149 257,661 
Cash and cash equivalents and restricted cash at beginning of period278,271 178,463 
Cash and cash equivalents and restricted cash at end of period$288,420 $436,124 

7


TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
RevenueThree Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Subscription revenue$156,764 $122,156 $446,257 $343,725 
Perpetual license and maintenance revenue12,658 12,749 38,214 37,721 
Professional services and other revenue5,429 3,759 14,089 10,666 
Revenue(1)
$174,851 $138,664 $498,560 $392,112 
_______________
(1)    Recurring revenue, which includes revenue from subscription arrangements for software (both revenue recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% of revenue in the three and nine months ended September 30, 2022 and 95% and 94% of revenue in the three and nine months ended September 30, 2021, respectively.
Calculated Current BillingsThree Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Revenue$174,851 $138,664 $498,560 $392,112 
Add: Deferred revenue (current), end of period447,863 362,308 447,863 362,308 
Less: Deferred revenue (current), beginning of period(1)
(415,378)(334,106)(408,443)(331,275)
Calculated current billings$207,336 $166,866 $537,980 $423,145 
_______________
(1)    Deferred revenue (current), beginning of period for the nine months ended September 30, 2022 and 2021 includes $0.9 million and $2.5 million, respectively, related to acquired deferred revenue.
Free Cash Flow and Unlevered Free Cash FlowThree Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Net cash provided by operating activities$35,853 $19,633 $99,233 $74,793 
Purchases of property and equipment(4,347)(1,174)(13,910)(3,769)
Free cash flow(1)
31,506 18,459 85,323 71,024 
Cash paid for interest and other financing costs3,253 1,615 10,619 1,765 
Unlevered free cash flow(1)
$34,759 $20,074 $95,942 $72,789 
________________
(1)    Free cash flow and unlevered free cash flow for the periods presented were impacted by:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2022202120222021
Employee stock purchase plan activity$(4.8)$(2.8)$(4.5)$(4.7)
Acquisition-related expenses(0.4)(0.3)(2.4)(3.6)
Costs related to intra-entity asset transfers— — (0.8)— 
Tax payment on intra-entity asset transfers— — (2.7)(2.8)
Capital expenditures related to new headquarters— (0.1)— (0.9)
In addition, free cash flow and unlevered free cash flow for the three months ended September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021 were benefited by approximately $0 million, $1 million, $8 million and $11 million, respectively, as a result of the accelerated timing of payments for insurance, professional fees and rent in prior quarters.
8


Non-GAAP Income from Operations and Non-GAAP Operating MarginThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2022202120222021
Loss from operations$(12,958)$(11,218)$(53,726)$(28,901)
Stock-based compensation32,643 20,912 89,954 58,333 
Acquisition-related expenses322 2,270 2,376 5,970 
Costs related to intra-entity asset transfers— — 838 — 
Amortization of acquired intangible assets3,080 1,721 8,292 3,704 
Non-GAAP income from operations$23,087 $13,685 $47,734 $39,106 
Operating margin(7)%(8)%(11)%(7)%
Non-GAAP operating margin13 %10 %10 %10 %
Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ended September 30,Nine Months Ended September 30,
(in thousands, except for per share amounts)2022202120222021
Net loss$(18,730)$(16,246)$(70,735)$(35,632)
Stock-based compensation32,643 20,912 89,954 58,333 
Tax impact of stock-based compensation(1)
318 (15)1,572 (499)
Acquisition-related expenses(2)
322 2,270 2,376 5,970 
Costs related to intra-entity asset transfers(3)
— — 838 — 
Amortization of acquired intangible assets(4)
3,080 1,721 8,292 3,704 
Tax impact of acquisitions(5)
(958)(546)(4,307)(1,683)
Tax impact of intra-entity asset transfers(6)
508 — 2,121 2,808 
Non-GAAP net income$17,183 $8,096 $30,111 $33,001 
Net loss per share, diluted
$(0.17)$(0.15)$(0.64)$(0.34)
Stock-based compensation0.29 0.20 0.81 0.55 
Tax impact of stock-based compensation(1)
— — 0.01 — 
Acquisition-related expenses(2)
— 0.02 0.02 0.06 
Costs related to intra-entity asset transfers(3)
— — 0.01 — 
Amortization of acquired intangible assets(4)
0.03 0.02 0.08 0.04 
Tax impact of acquisitions(5)
(0.01)(0.01)(0.04)(0.02)
Tax impact of intra-entity asset transfers(6)
0.01 — 0.02 0.02 
Adjustment to diluted earnings per share(7)
— (0.01)(0.01)(0.02)
Non-GAAP earnings per share, diluted$0.15 $0.07 $0.26 $0.29 
Weighted-average shares used to compute GAAP net loss per share, diluted
111,937106,869110,843105,765
Weighted-average shares used to compute non-GAAP earnings per share, diluted117,334114,983117,524114,271
________________
(1)    The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.
(2)    The tax impact of acquisition-related expenses is not material.
(3)    The costs related to the intra-entity asset transfer resulted from our internal restructuring of Cymptom.
(4)    The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.
(5)    The tax impact of acquisitions for all periods presented includes the deferred tax benefits of the Alsid acquisition. Additionally, the tax impact of acquisitions for the nine months ended September 30, 2022 includes a reversal of the $2.5 million income tax benefit recognized for GAAP purposes related to the partial release of our valuation allowance associated with the Bit Discovery acquisition.
(6)    The tax impact of the intra-entity asset transfers are related to current tax expense based on the applicable Israeli tax rates resulting from our internal restructuring of Cymptom in the three and nine months ended September 30, 2022 and Indegy in the nine months ended September 30, 2021.
9


(7)    An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
Non-GAAP Gross Profit and Non-GAAP Gross MarginThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2022202120222021
Gross profit$136,269 $111,602 $389,011 $316,552 
Stock-based compensation2,341 1,197 5,968 3,336 
Amortization of acquired intangible assets3,080 1,721 8,292 3,704 
Non-GAAP gross profit$141,690 $114,520 $403,271 $323,592 
Gross margin78 %80 %78 %81 %
Non-GAAP gross margin81 %83 %81 %83 %
Non-GAAP Sales and Marketing ExpenseThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2022202120222021
Sales and marketing expense$88,123 $68,360 $258,119 $192,673 
Less: Stock-based compensation13,589 7,629 36,420 21,502 
Less: Acquisition-related expenses— — 15 — 
Non-GAAP sales and marketing expense$74,534 $60,731 $221,684 $171,171 
Non-GAAP sales and marketing expense as % of revenue43 %44 %44 %44 %
Non-GAAP Research and Development ExpenseThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2022202120222021
Research and development expense$36,131 $30,675 $106,649 $85,714 
Less: Stock-based compensation8,754 5,587 23,294 14,919 
Less: Acquisition-related expenses— — 46 — 
Non-GAAP research and development expense$27,377 $25,088 $83,309 $70,795 
Non-GAAP research and development expense as % of revenue16 %18 %17 %18 %
Non-GAAP General and Administrative ExpenseThree Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2022202120222021
General and administrative expense$24,973 $23,785 $77,969 $67,066 
Less: Stock-based compensation7,959 6,499 24,272 18,576 
Less: Acquisition-related expenses322 2,270 2,315 5,970 
Less: Costs related to intra-entity asset transfer— — 838 — 
Non-GAAP general and administrative expense$16,692 $15,016 $50,544 $42,520 
Non-GAAP general and administrative expense as % of revenue10 %11 %10 %11 %
The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and
10


assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.
Forecasted Non-GAAP Income from OperationsThree Months Ending December 31, 2022Year Ending December 31, 2022
(in millions)LowHighLowHigh
Forecasted loss from operations$(20.5)$(19.5)$(74.2)$(73.2)
Forecasted stock-based compensation32.4 32.4 122.3 122.3 
Forecasted acquisition-related expenses— — 2.4 2.4 
Forecasted costs related to intra-entity asset transfers— — 0.8 0.8 
Forecasted amortization of acquired intangible assets3.1 3.1 11.4 11.4 
Forecasted non-GAAP income from operations$15.0 $16.0 $62.7 $63.7 
Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ending December 31, 2022Year Ending December 31, 2022
(in millions, except per share data)LowHighLowHigh
Forecasted net loss(1)
$(27.8)$(26.8)$(98.5)$(97.5)
Forecasted stock-based compensation32.4 32.4 122.3 122.3 
Forecasted tax impact of stock-based compensation(0.3)(0.3)1.3 1.3 
Forecasted acquisition-related expenses— — 2.4 2.4 
Forecasted costs related to intra-entity asset transfers— — 0.8 0.8 
Forecasted amortization of acquired intangible assets3.1 3.1 11.4 11.4 
Forecasted tax impact of acquisitions(0.6)(0.6)(4.9)(4.9)
Forecasted tax impact of intra-entity asset transfers0.7 0.7 2.8 2.8 
Forecasted non-GAAP net income$7.5 $8.5 $37.6 $38.6 
Forecasted net loss per share, diluted(1)
$(0.25)$(0.24)$(0.88)$(0.87)
Forecasted stock-based compensation0.29 0.29 1.10 1.10 
Forecasted tax impact of stock-based compensation— — 0.01 0.01 
Forecasted acquisition-related expenses— — 0.02 0.02 
Forecasted costs related to intra-entity asset transfers— — 0.01 0.01 
Forecasted amortization of acquired intangible assets0.03 0.03 0.10 0.10 
Forecasted tax impact of acquisitions(0.01)(0.01)(0.04)(0.04)
Forecasted tax impact of intra-entity asset transfers0.01 0.01 0.02 0.02 
Adjustment to diluted earnings per share(2)
(0.01)(0.01)(0.02)(0.02)
Forecasted non-GAAP earnings per share, diluted$0.06 $0.07 $0.32 $0.33 
Forecasted weighted-average shares used to compute net loss per share, diluted
113.0113.0111.5111.5
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted
118.5118.5118.0118.0
________________
(1)    The forecasted GAAP net loss assumes income tax expense of $2.6 million and $5.2 million in the three months and year ending December 31, 2022, respectively.
(2)    Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
11


Free Cash Flow and Unlevered Free Cash FlowYear Ending December 31, 2022
(in thousands)LowHigh
Net cash provided by operating activities$120.8 $126.8 
Purchases of property and equipment(16.9)(17.9)
Free cash flow103.9 108.9 
Cash paid for interest and other financing costs16.1 16.1 
Unlevered free cash flow$120.0 $125.0 
12