SEC Filing | Tenable Holdings, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________



ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2018



o	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 001-38600

__________________

TENABLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

__________________



Delaware		47-5580846
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7021 Columbia Gateway Drive, Suite 500, Columbia, Maryland, 21046

(Address of principal executive offices, including zip code)

(410) 872-0555

(Registrant’s telephone number, including area code)

__________________

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 ¨ No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

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.



Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	ý	(Do not check if a smaller reporting company)
Emerging growth company	ý	Smaller reporting company	o
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. ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of shares of the Registrant's common stock outstanding as of August 31, 2018 was 93,033,759.

TENABLE HOLDINGS, INC.

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		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Loss	4
	Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
	1. Business and Summary of Significant Accounting Policies	7
	2. Property and Equipment, Net	11
	3. Debt	11
	4. Commitments and Contingencies	11
	5. Redeemable Convertible Preferred Stock and Common Stock	12
	6. Stock-Based Compensation	13
	7. Net Loss Per Share Attributable to Common Stockholders	14
	8. Income Taxes	15
	9. Geographic Information	15
	10. Subsequent Events	15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 6.	Exhibits	59
	Signatures	60

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TENABLE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS



	June 30, 2018			December 31, 2017
(in thousands, except share and per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	23,655		$	27,210
Accounts receivable (net of allowance for doubtful accounts of $261 and $160 at June 30, 2018 and December 31, 2017, respectively)	49,930			50,881
Deferred commissions	19,078			17,170
Prepaid expenses and other current assets	13,324			15,994
Total current assets	105,987			111,255
Property and equipment, net	11,240			10,754
Construction in progress	12,253			2,252
Deferred commissions (net of current portion)	31,727			33,006
Intangible assets, net	729			1,031
Goodwill	265			265
Other assets	7,157			5,774
Total assets	$	169,358		$	164,337
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,457		$	338
Accrued expenses	7,462			4,878
Accrued compensation	15,862			18,482
Deferred revenue	174,277			154,898
Other current liabilities	1,932			1,750
Total current liabilities	200,990			180,346
Deferred revenue (net of current portion)	72,860			70,920
Financing obligation	11,803			1,802
Other liabilities	4,315			5,199
Total liabilities	289,968			258,267
Commitments and contingencies (Note 4)
Redeemable convertible Series A preferred stock (par value: $0.01; 15,848 shares authorized, issued, and outstanding with liquidation preference of $50,000 at June 30, 2018 and December 31, 2017)	49,946			49,935
Redeemable convertible Series B preferred stock (par value: $0.01; 42,000 shares authorized, 39,538 issued and outstanding with liquidation preference of $230,008 at June 30, 2018 and December 31, 2017)	228,168			227,800
Stockholders’ deficit:
Common stock (par value: $0.01; 93,848 and 93,855 shares authorized at June 30, 2018 and December 31, 2017; 24,951 and 24,472 shares issued and outstanding at June 30, 2018 and December 31, 2017)	250			246
Additional paid-in capital	26,651			20,676
Accumulated deficit	(425,625		)	(392,587		)
Total stockholders’ deficit	(398,724		)	(371,665		)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	169,358		$	164,337

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2018			2017			2018			2017
Revenue	$	63,592		$	44,149		$	122,699		$	84,630
Cost of revenue	9,879			5,348			18,607			9,786
Gross profit	53,713			38,801			104,092			74,844
Operating expenses:
Sales and marketing	41,826			27,773			81,414			53,941
Research and development	17,791			13,713			34,976			26,171
General and administrative	10,541			6,544			19,596			12,707
Total operating expenses	70,158			48,030			135,986			92,819
Loss from operations	(16,445		)	(9,229		)	(31,894		)	(17,975		)
Other (expense) income, net	(461		)	56			(469		)	27
Loss before income taxes	(16,906		)	(9,173		)	(32,363		)	(17,948		)
Provision for income taxes	244			41			675			92
Net loss and comprehensive loss	(17,150		)	(9,214		)	(33,038		)	(18,040		)
Accretion of Series A and B redeemable convertible preferred stock	(191		)	(191		)	(379		)	(378		)
Net loss attributable to common stockholders	$	(17,341	)	$	(9,405	)	$	(33,417	)	$	(18,418	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.73	)	$	(0.43	)	$	(1.41	)	$	(0.85	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	23,750			22,060			23,623			21,661

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(Unaudited)



	Redeemable Convertible Preferred Stock											Additional						Total
	Series A			Series B			Common Stock					Paid-in			Accumulated			Stockholders’
(in thousands)	Shares	Amount		Shares	Amount		Shares		Amount			Capital			Deficit			Deficit
Balance at December 31, 2017	15,848	$	49,935	39,538	$	227,800	24,472		$	246		$	20,676		$	(392,587	)	$	(371,665	)
Accretion of Series A and B redeemable convertible preferred stock	—	11		—	368		—		—			(379		)	—			(379		)
Exercise of stock options	—	—		—	—		486		5			1,005			—			1,010
Repurchase of common stock	—	—		—	—		(7	)	(1		)	(74		)	—			(75		)
Stock-based compensation	—	—		—	—		—		—			5,423			—			5,423
Net loss	—	—		—	—		—		—			—			(33,038		)	(33,038		)
Balance at June 30, 2018	15,848	$	49,946	39,538	$	228,168	24,951		$	250		$	26,651		$	(425,625	)	$	(398,724	)

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended June 30,
(in thousands)	2018			2017
Cash flows from operating activities:
Net loss	$	(33,038	)	$	(18,040	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,994			2,121
Stock-based compensation	5,423			3,475
Deferred income taxes	—			318
Other	664			(39		)
Changes in operating assets and liabilities:
Accounts receivable	850			(1,205		)
Prepaid expenses and other current assets	2,625			(205		)
Deferred commissions	(629		)	(6,134		)
Other assets	1,260			219
Accounts payable and accrued expenses	2,326			1,846
Accrued compensation	(2,620		)	(878		)
Deferred revenue	21,319			19,468
Other current liabilities	(3		)	(517		)
Other liabilities	(425		)	(261		)
Net cash provided by operating activities	746			168

Cash flows from investing activities:
Purchases of property and equipment	(2,978		)	(681		)
Net cash used in investing activities	(2,978		)	(681		)

Cash flows from financing activities:
Principal payments under capital lease obligations	(252		)	(90		)
Credit facility issuance costs	—			(238		)
Payments of deferred offering costs	(1,515		)	—
Proceeds from the exercise of stock options	1,010			2,467
Repurchases of common stock	(75		)	(385		)
Net cash (used in) provided by financing activities	(832		)	1,754
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(491		)	45
Net (decrease) increase in cash and cash equivalents and restricted cash	(3,555		)	1,286
Cash and cash equivalents and restricted cash at beginning of period	27,472			34,470
Cash and cash equivalents and restricted cash at end of period	$	23,917		$	35,756

Supplemental disclosure of cash flow information:
Cash paid for interest	$	56		$	20
Cash paid for income taxes	$	418		$	215
Supplemental disclosure of non-cash investing and financing activities:
Assets acquired under capital leases	$	9		$	602
Asset retirement obligations	$	—		$	624
Construction in progress	$	10,001		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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TENABLE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Summary of Significant Accounting Policies

Business Description

Tenable Holdings, Inc. (the “Company,” “we,” "us," or “our”) is a provider of Cyber Exposure solutions, which is a discipline for managing and measuring cybersecurity risk in the digital era. Our enterprise software platform enables broad visibility into an organization’s cyber exposure across the modern attack surface and deep insights that help organizations translate technical data into business insights to understand and reduce their cybersecurity risk.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Tenable Holdings, Inc. and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) for interim financial information. The consolidated statements are unaudited and should be read in conjunction with the consolidated financial statements and related notes included in our final prospectus for our initial public offering ("IPO") dated as of July 25, 2018 and filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on July 26, 2018 ("Prospectus").

The consolidated financial statements have been prepared on a basis consistent with the audited annual consolidated financial statements included in the Prospectus and, in the opinion of management, include all adjustments of a normal recurring nature necessary to fairly state our financial position, our results of operations, and cash flows.

The results for the six months ended June 30, 2018 are not necessarily indicative of the operating results expected for the year ended December 31, 2018.

Initial Public Offering

Our IPO closed on July 30, 2018, after quarter end. As a result, our consolidated financial statements as of June 30, 2018 and for the periods then ended do not reflect the sale of 12,535,000 shares of common stock at the IPO price of $23.00 for net proceeds of $265 million, after underwriting discounts and commissions and offering expenses, or the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 55,385,854 shares of common stock.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates include, but are not limited to, the determination of the estimated economic life of perpetual licenses for revenue recognition, the estimated period of benefit for deferred commissions, useful lives of long-lived assets, the valuation of stock-based compensation, including the estimated underlying fair value of our common stock, and the valuation of deferred tax assets. We base these estimates on historical experience and on various other assumptions that we believe to be reasonable. Actual results could differ significantly from these estimates.

Revenue Recognition

We early adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers (“ASC 606”), on January 1, 2017 using the modified retrospective method and applying the guidance to all contracts as of January 1, 2017. The most significant impact of adopting ASC 606 was the deferral of perpetual license revenue over an estimated economic life, including estimated maintenance renewal periods, whereas under the previous

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guidance we recognized perpetual license revenue upon delivery of the perpetual license. Additionally, the incremental costs of obtaining a contract with a customer are deferred, and will be amortized over a longer estimated period of benefit, whereas under previous guidance we amortized such costs over the contract term.

The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle of ASC 606, we apply the following steps:

•Identify the contract with a customer

•Identify the performance obligations in the contract

•Determine the transaction price

•Allocate the transaction price to the performance obligations in the contract

•Recognize revenue when or as performance obligations are satisfied

We generate revenue from subscription arrangements for software and cloud-based solutions, perpetual licenses, maintenance associated with perpetual licenses, and professional services and other revenue. We begin to recognize revenue when control of our software or services is transferred to the customer, which for sales made through distributors is concurrent with the transfer to the end user.

The following table presents a summary of revenue:



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2018		2017		2018		2017
Subscription revenue	$	48,725	$	30,844	$	93,057	$	58,546
Perpetual license and maintenance revenue	13,412		12,283		26,889		24,272
Professional services and other revenue	1,455		1,022		2,753		1,812
Revenue	$	63,592	$	44,149	$	122,699	$	84,630

Subscription Revenue

Subscription arrangements generally have annual or multi-year contractual terms and allow customers to use our software or cloud solutions, including ongoing software updates and the ability to identify the latest cybersecurity vulnerabilities. Revenue is recognized ratably over the subscription term given the critical utility provided by the ongoing updates that are released throughout the contract period.

Perpetual License and Maintenance Revenue

Our perpetual licenses are generally sold with one or more years of maintenance, which include ongoing software updates and the ongoing ability to identify the latest cybersecurity vulnerabilities. Given the critical utility provided by the ongoing software updates and updated ability to identify network vulnerabilities included in maintenance, we combine the perpetual license and the maintenance into a single performance obligation. Perpetual license arrangements generally contain a material right related to the customer’s ability to renew maintenance at a price that is less than the initial license fee. We apply a practical alternative to allocating a portion of the transaction price to the material right performance obligation and estimate a hypothetical transaction price which includes fees for expected maintenance renewals based on the estimated economic life of the perpetual license contracts. We allocate the transaction price between the cybersecurity subscription provided in the initial contract and the material right related to expected contract renewals based on the hypothetical transaction price. We recognize the amount allocated to the combined license and maintenance performance obligation over the initial contractual period, which is generally one year. We recognize the amount allocated to the material right over the expected maintenance renewal period, which begins at the end of the initial contractual term and is generally four years. We have estimated the five-year economic life of perpetual license contracts based on historical contract attrition, expected renewal periods, the lifecycle of the our technology and other factors. While we

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believe that the estimates we have made are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results.

Professional Services and Other Revenue

Professional services and other revenue is primarily comprised of advisory services and training related to the deployment and optimization of our products. These services do not result in significant customization of our products. Professional services and other revenue is recognized as the services are performed.

Contracts with Multiple Performance Obligations

In cases where our contracts with customers contain multiple performance obligations, the contract transaction price is allocated on a relative standalone selling price basis. We typically determine standalone selling price based on observable selling prices of our products and services.

Variable Consideration

We record revenue from sales at the net sales price, which is the transaction price, including estimates of variable consideration when applicable. Certain of our customers may be entitled to receive credits and in certain circumstances, refunds, if service level commitments are not met. We have not historically experienced significant incidents affecting the ability to meet these service level commitments and any estimated refunds related to these agreements have not been material.

Sales through our channel network of distributors and resellers are generally discounted as compared to the price that we would sell to an end user. Revenue for sales through our channel network is recorded net of any distributor or reseller margin.

Concentrations

We sell our products and services through a channel network of distributors and resellers, along with our own sales teams. We derived 87% of revenue through our channel network in each of the three and six months ended June 30, 2018, and 82% and 81% of revenue in the three and six months ended June 30, 2017, respectively. One of our distributors accounted for 46% of revenue in each of the three and six months ended June 30, 2018, compared with 42% of revenue in each of the three and six months ended June 30, 2017. That same distributor accounted for 48% of accounts receivable at June 30, 2018.

Contract Balances

We generally bill our customers in advance and accounts receivable are recorded when we have the right to invoice the customer. Contract liabilities consist of deferred revenue and include customer billings and payments received in advance of performance under the contract. In the three and six months ended June 30, 2018 and 2017, we recognized revenue of $51.7 million, $99.2 million, $39.6 million and $68.3 million, respectively, that was included in the deferred revenue balance at the beginning of each of the respective periods.

Remaining Performance Obligations

At June 30, 2018, the future estimated revenue related to unsatisfied performance obligations was $252.0 million, with 71% expected to be recognized as revenue over the succeeding twelve months, and the remainder expected to be recognized over the four years thereafter.

Deferred Commissions

Sales commissions, including related incremental fringe benefit costs, are considered to be incremental costs of obtaining a contract. Sales commissions on initial sales are not commensurate with sales commissions on contract renewals and therefore are recognized over an estimated period of benefit, which ranges between three and four years for

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subscription arrangements and five years for perpetual license arrangements. We estimated the period of benefit based on the expected contract term including renewal periods, the lifecycle of our technology, and other factors. Sales commissions on contract renewals are capitalized and amortized ratably over the contract term, with the exception of contracts with renewal periods that are one year or less, in which case the incremental costs are expensed as incurred.

The following summarizes the activity of deferred incremental costs of obtaining a contract in the periods presented:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018			2017			2018			2017
Beginning balance	$	50,451		$	31,906		$	50,176		$	30,118
Capitalization of contract acquisition costs	4,700			7,558			9,847			12,162
Amortization of deferred contract acquisition costs	(4,346		)	(3,212		)	(9,218		)	(6,028		)
Ending balance	$	50,805		$	36,252		$	50,805		$	36,252

Amortization of deferred contract acquisition costs is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss.

Construction in Progress

In October 2017, we entered into a lease for our new corporate headquarters, which is currently being constructed in Columbia, Maryland. The lease has an anticipated start date in the third quarter of 2019 with a 12-year initial term and $68.2 million of lease payments. Under current accounting guidance for build-to-suit lease arrangements, we concluded that we are the deemed owner of the building during the construction period. Accordingly, we recorded a construction-in-progress asset of $12.3 million and $2.3 million, for which there is a corresponding construction financing obligation of $11.8 million and $1.8 million, in each case net of a $0.5 million deposit, recorded in the consolidated balance sheets at June 30, 2018 and December 31, 2017, respectively. We will continue to increase the construction-in-progress asset and corresponding long-term liability as additional building costs are incurred by the landlord during the construction period. Upon completion of the construction, we will evaluate whether or not this arrangement meets the criteria for sale-leaseback accounting treatment.

Deferred Offering Costs

Our deferred offering costs consist of legal, accounting and other fees incurred in connection with our IPO. These costs have been deferred and are included in "Other assets" in the consolidated balance sheet and will be offset against the IPO proceeds. We deferred $2.7 million of offering costs as of June 30, 2018. No amounts were deferred as of December 31, 2017.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02 - Leases (Topic 842), which will require, among other items, lessees to recognize a right-of-use asset and a lease liability for most leases. ASU 2016-02 will be effective for us beginning January 1, 2019, with early adoption permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an adoption method that would allow companies to apply the new guidance to the financial statements in the period of adoption and thereafter, and not apply the new guidance to comparative periods presented. We are evaluating the impact of this standard, including the adoption methodology, to determine the impact on our consolidated financial statements.

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2. Property and Equipment, Net

Property and equipment, net consisted of the following:



(in thousands)	June 30, 2018			December 31, 2017
Computer software and equipment	$	11,051		$	9,089
Furniture and fixtures	2,299			2,102
Leasehold improvements	6,928			6,452
Equipment under capital leases	1,831			1,839
Total	22,109			19,482
Less: accumulated depreciation and amortization	(10,869		)	(8,728		)
Property and equipment, net	$	11,240		$	10,754

Depreciation and amortization related to property and equipment was $1.4 million, $2.7 million, $0.9 million and $1.8 million in the three and six months ended June 30, 2018 and 2017, respectively.

3. Debt

On May 4, 2017, we entered into a $25.0 million revolving credit facility (“Credit Facility”) with Silicon Valley Bank, which is available for use until May 4, 2020. The Credit Facility is intended to be used to fund working capital and to provide increased liquidity and financial flexibility and bears interest at either LIBOR plus 2%, or the lender's prime rate plus 1%. In addition, we pay quarterly in arrears 0.25% of the average unused portion. The Credit Facility is secured by a first priority security interest in all of our assets, with a negative pledge on our Intellectual Property, as defined in the credit agreement.

The Credit Facility contains certain restrictive covenants customary for facilities of this type including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. If, as of the last day of any quarter, the outstanding balance of the Credit Facility exceeds $5.0 million, there are financial covenants that require us to maintain a minimum level of earnings before income taxes, interest, depreciation and amortization (“EBITDA”) adjusted to add changes in deferred revenue in the period, and a minimum current ratio level. There were no borrowings under the Credit Facility during the six months ended June 30, 2018 or in 2017.

4. Commitments and Contingencies

Operating and Capital Leases

We have entered into various non-cancelable operating leases, primarily related to office real estate, that expire through 2022 and generally contain renewal options for up to five years. Rent expense was $1.3 million, $2.4 million, $0.9 million and $1.6 million in the three and six months ended June 30, 2018 and 2017, respectively.

We also lease computer and office equipment under non-cancelable capital leases that expire through 2022. The total obligations for capital lease arrangements were $1.2 million and $1.5 million at June 30, 2018 and December 31, 2017, respectively.

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Future minimum non-cancelable lease payments for operating and capital leases at June 30, 2018 were as follows:



(in thousands)
Years ending December 31:
2018	$	2,914
2019	5,035
2020	3,909
2021	7,440
2022	6,187
Thereafter	58,301
Total future minimum lease payments	$	83,786

Total future minimum lease payments at June 30, 2018 includes $68.2 million of future lease payments related to the lease of our new headquarters, which is currently being constructed in Columbia, Maryland. These lease payments are expected to commence in the first quarter of 2021.

5. Redeemable Convertible Preferred Stock and Common Stock

Redeemable Convertible Preferred Stock

In October 2012, Tenable, Inc. (now a wholly owned subsidiary of Tenable Holdings, Inc.) issued 15,847,500 shares of Series A redeemable convertible preferred stock at a price of $3.155067 per share, for an aggregate purchase price of $50 million, less $0.1 million in transaction costs. In December 2015, we issued 15,847,500 shares, par value of $0.01, of Series A redeemable convertible preferred stock (“Series A”) in exchange for Series A Convertible Preferred Stock of Tenable, Inc., in connection with a recapitalization. This exchange was made on a one for one basis. In addition, we authorized 42,000,000 shares and issued 39,538,354 shares, par value of $0.01, of Series B Convertible Preferred Stock (“Series B”) to certain investors at a price of $5.81735 per share. The gross purchase price was $230.0 million and we incurred transaction costs of $3.7 million. These proceeds were used to repurchase 39,387,322 shares of Tenable, Inc.’s common stock from its former stockholders in connection with the recapitalization.

Series A and Series B (together, the “Redeemable Convertible Preferred Stock”) automatically convert into common stock at the then applicable conversion rate in the event of the closing of a qualifying firm commitment underwritten public offering, which is defined as an offering of our common stock to the public at a price of at least $17.45 per share, that results in gross proceeds of at least $75 million. In addition, each share of a series of Redeemable Convertible Preferred Stock will automatically convert into common stock at the then applicable conversion rate for such series upon the vote or written consent of holders of at least 60% of such series. See Note 10 to our consolidated financial statements for details regarding the automatic conversion of the Redeemable Convertible Preferred Stock in connection with our IPO in July 2018.

We accreted the Redeemable Convertible Preferred Stock to the redemption price at the redemption date using the effective interest method.

Common Stock

The voting, dividend, and liquidation rights of common stockholders are subject to, and qualified by, the rights of preferred stockholders. The common stockholders are entitled to receive dividends when, as and if, declared by the Board of Directors, subject to preferential dividend rights of preferred stockholders. Upon dissolution or liquidation, our common stockholders will be entitled to receive all assets available for distribution to stockholders, subject to preferential rights of preferred stockholders.

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6. Stock-Based Compensation

We have various stock incentive plans under which we have issued stock-based awards. Stock options granted under our stock incentive plans have a maximum term of ten years, generally vest over a period of three to four years, and the exercise price cannot be less than the fair market value on the date of grant. In February 2018 and June 2018, the Board of Directors approved increases of 3.0 million and 4.0 million shares available for grant under the 2016 Stock Incentive Plan ("2016 Plan"), respectively. There were 1,118,311 shares available for grant at June 30, 2018.

Stock-based compensation expense included in the consolidated statements of operations and comprehensive loss was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2018		2017		2018		2017
Cost of revenue	$	114	$	50	$	191	$	104
Sales and marketing	675		358		1,277		628
Research and development	640		452		1,167		846
General and administrative	1,595		989		2,788		1,897
Total stock-based compensation expense	$	3,024	$	1,849	$	5,423	$	3,475

At June 30, 2018, the total unrecognized stock-based compensation expense related to outstanding stock options was $55.7 million, which is expected to be recognized over an estimated remaining weighted average period of 3.5 years.

At June 30, 2018, the unrecognized stock-based compensation expense related to unvested awards of restricted stock was $4.2 million, which is expected to be recognized over an estimated remaining period of 2.5 years.

At June 30, 2018, the unrecognized stock-based compensation expense related to unvested restricted stock units was $15.8 million, which is expected to be recognized over an estimated remaining period of 2.1 years.

Stock Options

A summary of our stock option activity is presented below:



(in thousands, except for per share data and years)	Number of Shares	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2017	14,573	$	4.38	8.2	$	77,020
Granted	5,914	14.91
Exercised	(486)	2.08
Forfeited/canceled	(480)	6.23
Outstanding at June 30, 2018	19,521	7.58		8.5	168,503
Exercisable at June 30, 2018	5,462	3.38		6.8	70,069

At June 30, 2018, there were 19.5 million stock options that were vested and expected to vest, with a weighted average exercise price of $7.58 per share, a weighted average remaining contractual term of 8.5 years and an aggregate intrinsic value of $168.5 million.

In the six months ended June 30, 2018, we granted stock options to employees that vest over three to four years and had a weighted average grant date fair value of $6.73 per share. Estimating the fair value of stock options using the Black-Scholes option-pricing model require assumptions as to the fair value of our underlying common stock, the

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estimated term of the option, the risk free interest rate, the expected volatility of the price of our common stock, and the expected dividend yield. The fair value of each stock option was estimated on the grant date based on the following assumptions:



	Six Months Ended June 30, 2018
Expected term (in years)	6.3
Expected volatility	41.3% — 43.3%
Risk-free interest rate	2.7% — 2.9%
Expected dividend yield	—

Restricted Stock and Restricted Stock Units

We did not grant any restricted stock awards in the six months ended June 30, 2018.

In the six months ended June 30, 2018, we granted 1.0 million restricted stock units ("RSUs") with a weighted average grant date fair value of $16.21 per share. The grant date fair value was based on the estimated fair value of our common stock on the date of grant. Compensation expense for the RSUs is recognized on a straight-line basis over the requisite service period as long as the performance condition in the form of a specified liquidity event is probable. As of June 30, 2018, the liquidity event was not probable, and no expense was recognized.

7. Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2018			2017			2018			2017
Net loss attributable to common stockholders	$	(17,341	)	$	(9,405	)	$	(33,417	)	$	(18,418	)

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	23,750			22,060			23,623			21,661
Net loss per share attributable to common stockholders, basic and diluted	$	(0.73	)	$	(0.43	)	$	(1.41	)	$	(0.85	)

The following potentially dilutive securities have been excluded from the diluted per share calculations because they would have been antidilutive:



	Three and Six Months Ended June 30,
(in thousands)	2018	2017
Redeemable convertible preferred stock	55,386	55,386
Stock options	19,521	13,939
Restricted shares	1,088	1,583
Restricted stock units	971	—
Total	76,966	70,908

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8. Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law, which contains several significant changes, including reducing the corporate income tax rate from 35% to 21% effective January 1, 2018, imposing a one-time repatriation tax on accumulated foreign earnings (“transition tax”) and instituting the global intangible low taxed income (“GILTI”) regime and the base erosion anti-abuse tax.

We are following the guidance in Securities and Exchange Commission Staff Accounting Bulletin 118, which provides a company with the ability to record provisional amounts based on reasonable estimates that are subject to a measurement period of up to one year. At December 31, 2017, we made a reasonable estimate of the effects on existing deferred tax balances and the one-time transition tax. In the six months ended June 30, 2018, no changes were made to these provisional amounts. We will continue to evaluate the transition tax obligation and application of GILTI and have not yet made an election with regard to GILTI. Subsequent adjustments resulting from additional analysis may be recorded when our analysis is completed, which is expected to be in the second half of 2018.

9. Geographic Information

We operate as one operating segment. Our chief executive officer, who is our chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Revenue by region, based on the address of the end user as specified in our subscription, license or service agreements, was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2018		2017		2018		2017
Americas	$	45,715	$	33,092	$	88,477	$	63,566
Europe, Middle East and Africa	12,550		7,798		24,216		14,830
Asia Pacific	5,327		3,259		10,006		6,234
Revenue	$	63,592	$	44,149	$	122,699	$	84,630

Customers located in the United States accounted for 67%, 67%, 70% and 71% of revenue in the three and six months ended June 30, 2018 and 2017, respectively. No other country accounted for 10% or more of revenue in the periods presented.

Our property and equipment, net by geographic area is summarized as follows:



(in thousands)	June 30, 2018		December 31, 2017
United States	$	6,950	$	6,581
International	4,290		4,173
Property and equipment, net	$	11,240	$	10,754

10. Subsequent Events

Initial Public Offering

On July 30, 2018, we completed our IPO in which we issued and sold 12,535,000 shares of common stock at a price to the public of $23.00 per share, including 1,635,000 shares of common stock purchased by our underwriters from the full exercise of their over-allotment option. None of our existing stockholders sold shares at the time of our IPO. We received net proceeds of $265 million after deducting underwriting discounts and commissions and other offering expenses.

Upon the completion of our IPO, all 15,847,500 shares of our Series A and 39,538,354 shares of our Series B automatically converted into an aggregate of 55,385,854 shares of our common stock. Our newly-adopted Amended and

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Restated Certificate of Incorporation authorizes a total of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock.

The unaudited pro forma condensed consolidated balance sheet below is presented as if our IPO was completed on June 30, 2018. It reflects (1) the issuance of 12,535,000 shares of common stock for estimated net proceeds of $265 million and (2) the conversion of all our Series A and Series B into 55,385,854 shares of common stock:



	June 30, 2018
(in thousands)	Actual			Pro Forma Adjustments			Pro Forma
Assets
Total current assets	$	105,987		$	266,515		$	372,502
Total noncurrent assets	63,371			(2,683		)	60,688
Total assets	$	169,358		$	263,832		$	433,190
Liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity
Total liabilities	$	289,968		$	(1,168	)	$	288,800
Redeemable convertible Series A preferred stock	49,946			(49,946		)	—
Redeemable convertible Series B preferred stock	228,168			(228,168		)	—
Stockholders' (deficit) equity
Common stock	250			679			929
Additional paid-in capital	26,651			542,435			569,086
Accumulated deficit	(425,625		)	—			(425,625		)
Total stockholders' (deficit) equity	(398,724		)	543,114			144,390
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity	$	169,358		$	263,832		$	433,190

Stock-Based Compensation

Compensation expense for our RSUs is recognized on a straight-line basis over the requisite service period as long as the performance condition in the form of a specified liquidity event is deemed probable. In July 2018, in connection with the completion of our IPO, we determined that the performance condition was probable and we recorded cumulative stock-based compensation expense of $0.7 million. The remaining unrecognized stock-based compensation expense of $15.1 million related to the RSUs will be recorded over the remaining requisite service period.

2018 Equity Incentive Plan

In June 2018 our board of directors adopted, and in July 2018 our stockholders approved, our 2018 Equity Incentive Plan ("2018 Plan"), which reserves 9.9 million shares of our common stock that may be issued as stock-based awards. The 2018 Plan became effective upon the execution of the underwriting agreement related to our IPO, at which point no further grants were made under our 2016 Plan. Any shares subject to stock options or other stock awards granted under our 2016 Plan, 2012 Stock Incentive Plan or 2002 Stock Incentive Plan that would have otherwise returned to such plan (such as upon the expiration or termination of a stock award prior to vesting) were added to, and are available for issuance under, our 2018 Plan.

2018 Employee Stock Purchase Plan

In June 2018 our board of directors adopted, and in July 2018 our stockholders approved, our 2018 Employee Stock Purchase Plan ("2018 ESPP"), which reserves 4.0 million shares of our common stock for issuance under the 2018 ESPP. The 2018 ESPP became effective upon the execution of the underwriting agreement related to our IPO.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (1) our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, or this Form 10-Q, and (2) our consolidated financial statements, related notes and management's discussion and analysis of financial condition and results of operations in our final prospectus for our initial public offering, or IPO, dated as of July 25, 2018 and filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, or the Securities Act, on July 26, 2018, or the Prospectus.

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Form 10-Q and in our other filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We are the first and only provider of solutions for a new category of cybersecurity that we call Cyber Exposure. Cyber Exposure is a discipline for managing and measuring cybersecurity risk in the digital era. Our enterprise platform enables broad visibility into an organization’s cyber exposure across the modern attack surface and deep insights that help organizations translate vulnerability data into business insights to understand and reduce their cybersecurity risk.

Our enterprise platform offerings include Tenable.io and SecurityCenter. Tenable.io is our software as a service, or SaaS, offering that manages and measures cyber exposure across a range of traditional and modern IT assets. SecurityCenter was built to manage and measure cyber exposure across traditional IT assets and can be run on-premises, in the customer’s cloud or in a hybrid environment. We plan to release Tenable.io Lumin, an application that will provide enhanced risk-based prioritization of issues and benchmarking against industry peers and best-in-class performers.

Our enterprise platform offerings are primarily sold on a subscription basis with terms ranging from one to three years, primarily one year. These offerings are typically prepaid in advance. To a lesser extent, we generate ratably recognizable revenue from perpetual licenses and from the related ongoing maintenance.

Many of our enterprise platform customers initially use either our free or paid version of Nessus, one of the industry’s most widely deployed vulnerability assessment solutions. Nessus, which is the technology that underpins our enterprise platform offerings, is designed to quickly and accurately identify vulnerabilities, configuration and compliance issues and malware. Our free version of Nessus, Nessus Home, allows for vulnerability assessment over a limited number of IP addresses. We believe many of our Nessus customers begin with Nessus Home and subsequently upgrade to Nessus Professional, the paid version of Nessus; however, we expect many users to continue to use Nessus Home.

We have experienced rapid growth in recent years. Revenue in the three months ended June 30, 2018 and 2017 and the six months ended June 30, 2018 and 2017 was $63.6 million, $44.1 million, $122.7 million and $84.6 million, respectively, representing year-over-year growth of 44% and 45% in the quarterly and year-to-date periods, respectively. Our net loss in the three months ended June 30, 2018 and 2017 and the six months ended June 30, 2018 and 2017 was $17.2 million, $9.2 million, $33.0 million and $18.0 million, respectively, as we continue to invest in our business and market opportunity.

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Initial Public Offering

Our IPO closed on July 30, 2018. As a result, our condensed consolidated financial statements as of June 30, 2018 and for the periods then ended do not reflect the sale of 12,535,000 shares of common stock at the IPO price of $23.00 for net proceeds to us of $265 million, after underwriting discounts and commissions and offering expenses, or the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 55,385,854 shares of common stock.

Financial Highlights

Below are our key financial results for the three and six months ended June 30, 2018:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2018			2017			2018			2017
Revenue	$	63,592		$	44,149		$	122,699		$	84,630
Loss from operations	(16,445		)	(9,229		)	(31,894		)	(17,975		)
Net loss	(17,150		)	(9,214		)	(33,038		)	(18,040		)
Net loss per share attributable to common stockholders, basic and diluted	(0.73		)	(0.43		)	(1.41		)	(0.85		)
Net cash provided by (used in) operating activities	242			(1,019		)	746			168
Purchases of property and equipment	(1,382		)	(221		)	(2,978		)	(681		)

Factors Affecting Our Performance

Product Leadership

We offer the first and only Cyber Exposure platform to provide visibility into the broadest range of traditional and modern IT assets across cloud and on-premises environments. We are intensely focused on continued innovation that empowers organizations to understand and reduce their cyber exposure. This includes ongoing development of our enterprise platform offerings. In February 2017, we released Tenable.io, our SaaS offering that is designed to provide broad visibility and insights across a broad range of traditional and modern IT assets and cloud environments. Throughout 2017, we introduced new features to Tenable.io, including web application scanning and container security.

We continue to expand the capabilities of our enterprise platform offerings, as well as our Nessus products, specifically as it relates to the ability to scan for and detect the rapidly expanding volume of vulnerabilities.

We intend to continue to invest in our engineering capabilities and marketing activities to maintain our position in the highly-competitive market for cybersecurity solutions. Our results of operations may fluctuate as we make these investments to drive increased customer adoption and usage.

New Enterprise Platform Customer Acquisition

We believe that our customer base provides a significant opportunity to expand sales of our enterprise platform offerings and that our ability to continue to grow our enterprise platform customers will increase future opportunities for renewals and follow-on sales. We believe that we have significant room to capture additional market share.

We expect to grow our enterprise platform customers by continuing to expand our sales organization and leveraging our channel partner network, which we believe will allow us to identify new enterprise customers, enter new markets, including internationally, as well as to convert more of our existing Nessus Professional customers to enterprise platform customers.

We have increased our sales and marketing headcount in recent years and we will continue to invest significantly in our partner network and sales and marketing capability in order to grow domestically and internationally.

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Retaining and Expanding Revenue from Existing Customers

Our enterprise platform offerings utilize IT asset-based or IP address-based pricing models. Once enterprise customers have licensed our platform offerings, they typically seek broader coverage over their traditional IT assets, including networking infrastructure, desktops and on-premises servers. As customers launch new applications or migrate existing applications to the cloud and deploy web applications, containers, internet of things, or IoT, and operational technology, or OT, they often increase the scope of their subscriptions and/or add additional perpetual licenses to our enterprise platforms.

We are also focused on upselling customers from Nessus Professional to our enterprise platform offerings. Nessus customers are typically organizations or independent security consultants that use Nessus for a single vulnerability assessment at a point in time. We seek to convert our Nessus Professional users to customers of our enterprise platform offerings, which provide continuous visibility and insights into their attack surface.

Further, we plan to expand existing platform capabilities and launch new products, such as Tenable.io Lumin, which we believe will drive new product purchases and follow-on purchases over time, thereby contributing to customer renewals. We believe that there is a significant opportunity to drive additional sales to existing customers, and we expect to invest in sales and marketing and customer success personnel and activities to achieve additional revenue growth from existing customers.

Our ability to increase sales to existing customers will depend on a number of factors, including satisfaction or dissatisfaction with our products and services, competition, pricing, economic conditions or overall changes in our spending levels.

Investing in Business Growth

Since our founding, we have invested significantly in growing our business. We intend to continue to invest in sales and marketing to grow our sales team, expand brand and Cyber Exposure awareness and optimize our channel partner network. We also intend to continue to invest in our research and development team to further our technological leadership position in Cyber Exposure and enhance the functionality of our solutions. Any investments we make in our sales and marketing and research and development teams will occur in advance of experiencing the benefits from such investments, so it may be difficult for us to determine if we are efficiently allocating resources in those areas. These investment activities could increase our net losses over the short term if our revenue growth does not increase at higher rates. However, we expect that these investments will benefit our results of operations.

Key Operating and Financial Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain operating metrics and 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 investors’ 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 operating metrics and non-GAAP financial measures provide useful information about our operating and 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 present these operating metrics and non-GAAP financial measures to assist investors in seeing our operating and financial performance using a management view and because we believe that these measures provide an additional tool for investors to use in comparing our core operating and financial performance over multiple periods with other companies in our industry.

Calculated Current Billings

We use the non-GAAP measure of calculated current billings, which we believe is a key metric to measure our periodic performance. Given that most of our customers pay in advance, we typically recognize a majority of 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.

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Calculated current billings consists of revenue recognized in a period plus the change in current deferred revenue in the corresponding period. 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. While we believe that calculated current billings provides valuable insight into the cash that will be generated from sales of our subscriptions, this metric may vary from period-to-period for a number of reasons, and therefore has a number of limitations as a quarter-to-quarter or year-over-year comparative measure. For example, calculated current billings include amounts that have not yet been recognized as revenue; an increasing number of large sales transactions, for which the timing has and will continue to vary, may occur in quarters subsequent to or in advance of those that we anticipate; and our calculation of current billings may be different from other companies that report similar financial measures. Additionally, calculated current billings in any one period may be impacted by the timing of customer renewals, including early renewals, which could favorably or unfavorably impact year-over-year comparisons. Because of these and other limitations, you should consider calculated current billings along with revenue and our other GAAP financial results.

The following table presents a reconciliation of revenue, the most directly comparable financial measure calculated in accordance with GAAP, to calculated current billings:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018			2017			2018			2017
Revenue	$	63,592		$	44,149		$	122,699		$	84,630
Deferred revenue (current), end of period	174,277			122,190			174,277			122,190
Deferred revenue (current), beginning of period⁽¹⁾	(160,503		)	(110,605		)	(154,898		)	(107,006		)
Calculated current billings	$	77,366		$	55,734		$	142,078		$	99,814

_______________

(1) In connection with adopting ASC 606, we recorded $19.0 million of current deferred revenue on January 1, 2017, related to perpetual license revenue recognized in prior periods.

Free Cash Flow

We use the non-GAAP measure of free cash flow, which we define as GAAP net cash flows from operating activities reduced by purchases of property and equipment. 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 to investors as a liquidity measure because it measures our ability to generate or use cash.

Our use of free cash flow has limitations as an analytical tool and you should not consider it in isolation or as a substitute for an analysis of our results under GAAP. First, free cash flow is not a substitute for net cash used in operating activities. Second, other companies may calculate free cash flow or similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of free cash flow as a tool for comparison. Additionally, the utility of free cash flow is further limited as it does not reflect our future contractual commitments and does not represent the total increase or decrease in our cash balance for a given period. Because of these and other limitations, you should consider free cash flow along with our GAAP financial measures.

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The following table summarizes our cash flows for the periods presented and presents a reconciliation of net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, to free cash flow:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018			2017			2018			2017
Net cash provided by operating activities	$	242		$	(1,019	)	$	746		$	168
Purchases of property and equipment	(1,382		)	(221		)	(2,978		)	(681		)
Free cash flow	$	(1,140	)	$	(1,240	)	$	(2,232	)	$	(513	)

Enterprise Platform Customers

We believe that our customer base provides a significant opportunity to expand sales of our enterprise platform offerings. The following tables summarize key components of our customer base:



	Three Months Ended June 30,
	2018	2017	Change (%)
Number of new enterprise platform customers added in period⁽¹⁾	282	217	30%

_______________


(1)	We define an enterprise platform customer as a customer that has licensed Tenable.io or SecurityCenter for an annual amount of $5,000 or greater. New enterprise platform customers represent new customer logos during the periods presented and do not include customer conversions from Nessus Professional to enterprise platforms.



	At June 30,
	2018	2017	Change (%)
Number of customers with $100,000 and greater in annual contract value at end of period	340	181	88%

Non-GAAP Loss from Operations and Non-GAAP Operating Margin

We use non-GAAP loss from operations, which excludes the effect of stock-based compensation and amortization of intangible assets, as a key indicator of our financial performance, along with non-GAAP operating margin, which is calculated as non-GAAP loss from operations divided by our revenue in the period. We believe that these non-GAAP financial measures provide useful information about our core operating results over multiple periods. There are a number of limitations related to the use of the non-GAAP financial measures as compared to GAAP loss from operations and operating margin, including that non-GAAP loss from operations and non-GAAP operating margin exclude stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

The following table presents a reconciliation of loss from operations, the most directly comparable financial measure calculated in accordance with GAAP, to non-GAAP loss from operations, and operating margin, the most directly comparable financial measure calculated in accordance with GAAP, to non-GAAP operating margin:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018			2017			2018			2017
Loss from operations	$	(16,445	)	$	(9,229	)	$	(31,894	)	$	(17,975	)
Stock-based compensation	3,024			1,849			5,423			3,475
Amortization of intangible assets	151			151			302			302
Non-GAAP loss from operations	$	(13,270	)	$	(7,229	)	$	(26,169	)	$	(14,198	)

Operating margin	(26		)%	(21		)%	(26		)%	(21		)%
Non-GAAP operating margin	(21		)%	(16		)%	(21		)%	(17		)%

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Non-GAAP Net Loss, Non-GAAP Net Loss Per Share and Pro Forma Non-GAAP Net Loss Per Share

We use non-GAAP net loss, which excludes the effect of the accretion of Series A and B redeemable convertible preferred stock, stock-based compensation and amortization of intangible assets, as well as the related tax impact, to calculate non-GAAP net loss per share and pro forma non-GAAP net loss per share. Pro forma non-GAAP net loss per share is calculated by giving effect to the conversion of our redeemable convertible preferred stock into common stock as though the conversion occurred at the beginning of each period presented. We believe that these non-GAAP measures provide important information to management and investors because they facilitate comparisons of our core operating results over multiple periods.

The following table presents a reconciliation of net loss, and net loss per share attributable to common stockholders, the most comparable financial measures calculated in accordance with GAAP, to non-GAAP net loss, non-GAAP net loss per share and pro forma non-GAAP net loss per share:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except for per share amounts)	2018			2017			2018			2017
Net loss attributable to common stockholders	$	(17,341	)	$	(9,405	)	$	(33,417	)	$	(18,418	)
Accretion of Series A and B redeemable convertible preferred stock	191			191			379			378
Stock-based compensation	3,024			1,849			5,423			3,475
Tax impact of stock-based compensation⁽¹⁾	(25		)	(12		)	(48		)	(22		)
Amortization of intangible assets⁽¹⁾	151			151			302			302
Non-GAAP net loss	$	(14,000	)	$	(7,226	)	$	(27,361	)	$	(14,285	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.73	)	$	(0.43	)	$	(1.41	)	$	(0.85	)
Accretion of Series A and B redeemable convertible preferred stock	0.01			0.01			0.02			0.02
Stock-based compensation	0.12			0.08			0.22			0.16
Tax impact of stock-based compensation⁽¹⁾	0.00			0.00			0.00			0.00
Amortization of intangible assets⁽¹⁾	0.01			0.01			0.01			0.01
Non-GAAP net loss per share, basic and diluted	$	(0.59	)	$	(0.33	)	$	(1.16	)	$	(0.66	)

Weighted-average shares used to compute net loss per share attributable to common stockholders and non-GAAP net loss per share, basic and diluted	23,750			22,060			23,623			21,661
Pro forma adjustment to reflect assumed conversion of our convertible redeemable preferred stock as of the beginning of the period	55,386			55,386			55,386			55,386
Weighted-average shares used to compute pro forma non-GAAP net loss per share, basic and diluted	79,136			77,446			79,009			77,047

Pro forma non-GAAP net loss per share	$	(0.18	)	$	(0.09	)	$	(0.35	)	$	(0.19	)

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(1) The tax impact of the adjustments to net loss attributable to common stockholders is based on the tax treatment for applicable tax jurisdictions. There was no tax impact related to the amortization of intangible assets as it was incurred in the United States in periods in which we had a net operating loss for which we maintained a full valuation allowance.

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Components of Our Results of Operations

Revenue

We generate revenue from subscription arrangements for our software and cloud-based solutions, perpetual licenses, maintenance associated with perpetual licenses and professional services. We begin to recognize revenue when control of our software or services is transferred to the customer, which for sales made through distributors is concurrent with the transfer to the end user.

Our subscription arrangements generally have annual or multi-year contractual terms and allow customers to use our software or cloud-based solutions, including ongoing software updates during the contractual period. Revenue is recognized ratably over the subscription term given the critical utility provided by the ongoing updates that are released throughout the contract period.

Our perpetual licenses are generally sold with one or more years of maintenance, which includes ongoing software updates. Given the critical utility provided by the ongoing software updates and updated ability to identify network vulnerabilities included in maintenance, we combine the perpetual license and the maintenance into a single performance obligation. Perpetual license arrangements generally contain a material right related to the customer’s ability to renew maintenance at a price that is less than the initial license fee. We apply a practical alternative to allocating a portion of the transaction price to the material right performance obligation and estimate a hypothetical transaction price which includes fees for expected maintenance renewals based on the estimated economic life of perpetual license contracts. We allocate the transaction price between the cybersecurity subscription provided in the initial contract and the material right related to expected contract renewals based on the hypothetical transaction price. We recognize the amount allocated to the combined license and maintenance performance obligation over the initial contractual period, which is generally one year. We recognize the amount allocated to the material right over the expected maintenance renewal period, which begins at the end of the initial contractual term and is generally four years. We have estimated the five-year economic life of perpetual license contracts based on historical contract attrition, expected renewal periods, the lifecycle of our technology and other factors. This estimate may change over time.

We have historically experienced, and expect in the future to experience, seasonality in entering into agreements with customers. We typically enter into a significantly higher percentage of agreements with new customers, as well as renewal agreements with existing customers, in the third and fourth quarters of the year. The increase in customer agreements in the third quarter is primarily attributable to U.S. government and related agencies, and the increase in the fourth quarter is primarily attributable to large enterprise account buying patterns typical in the software industry. Our recent growth and the ratable nature of our subscription revenue makes this seasonality less apparent in our overall financial results.

Cost of Revenue, Gross Profit and Gross Margin

Cost of revenue includes personnel costs related to our technical support group that provides assistance to customers, including salaries, benefits, bonuses, payroll taxes and stock-based compensation. Cost of revenue also includes hosting costs for Tenable.io, the costs related to professional services and training, depreciation and amortization and allocated overhead costs, which consist of information technology and facilities.

We intend to continue to invest additional resources in our cloud-based platform and our customer support team as we grow our business. The level and timing of investment in these areas could affect our cost of revenue in the future.

Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, have been and will continue to be affected by various factors, including the timing of our acquisition of new customers and our renewals of and follow-on sales to existing customers, the costs associated with operating our cloud-based platform, the

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extent to which we expand our customer support team and the extent to which we can increase the efficiency of our technology and infrastructure through technological improvements.

We expect our gross profit to increase in absolute dollars but our gross margin to decrease, as we expect revenue from our cloud-based subscriptions to increase as a percentage of revenue, although our gross margin could fluctuate from period to period depending on the interplay of all of these factors.

Operating Expenses

Sales and Marketing

Sales and marketing expense consists of personnel costs, sales commissions that are recognized as expense over the period of benefit, marketing programs, travel and entertainment, expenses for conferences and events and allocated overhead costs.

We intend to continue to make significant investments in our sales and marketing teams to grow revenue, further penetrate the market and expand our global customer base. We expect our sales and marketing expense to continue to increase in absolute dollars and to be our largest operating expense category for the foreseeable future. However, as our revenue increases, we expect our sales and marketing expense to decrease as a percentage of our revenue over the long term, although our sales and marketing expense may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Research and Development

Research and development expense consists of personnel costs, software used to develop our products, travel and entertainment, consulting and professional fees for third-party development resources as well as allocated overhead. Our research and development expense supports our efforts to continue to add capabilities to our existing products and enable the continued detection of new network vulnerabilities.

We expect our research and development expense to continue to increase in absolute dollars for the foreseeable future, particularly in 2018, as we continue to invest in research and development efforts to enhance the functionality of our cloud-based platform. However, we expect our research and development expense to decrease as a percentage of our revenue over the long term, although our research and development expense may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

General and Administrative

General and administrative expense consists of personnel costs for our executive, finance, legal, human resources and administrative departments. Additional expenses include travel and entertainment, professional fees, insurance and allocated overhead.

We expect our general and administrative expense to continue to increase in absolute dollars for the foreseeable future, in particular in 2018, due to additional costs associated with accounting, compliance, insurance and investor relations as a public company. However, we expect our general and administrative expense to decrease as a percentage of our revenue over the long term, although our general and administrative expense may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Other (Expense) Income, Net

Other (expense) income, net consists primarily of net foreign currency remeasurement and transaction gains and losses, income earned on cash and cash equivalents and interest expense in connection with unused line of credit fees on our revolving credit facility.

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Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. We have recorded deferred tax assets for which a full valuation allowance has been provided, including net operating loss carryforwards and tax credits. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred tax assets may not be realized based on our history of losses.

Results of Operations

The following tables set forth our consolidated results of operations for the periods presented:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018			2017			2018			2017
Revenue	$	63,592		$	44,149		$	122,699		$	84,630
Cost of revenue⁽¹⁾	9,879			5,348			18,607			9,786
Gross profit	53,713			38,801			104,092			74,844
Operating expenses:
Sales and marketing⁽¹⁾	41,826			27,773			81,414			53,941
Research and development⁽¹⁾	17,791			13,713			34,976			26,171
General and administrative⁽¹⁾	10,541			6,544			19,596			12,707
Total operating expenses	70,158			48,030			135,986			92,819
Loss from operations	(16,445		)	(9,229		)	(31,894		)	(17,975		)
Other (expense) income, net	(461		)	56			(469		)	27
Loss before income taxes	(16,906		)	(9,173		)	(32,363		)	(17,948		)
Provision for income taxes	244			41			675			92
Net loss and comprehensive loss	$	(17,150	)	$	(9,214	)	$	(33,038	)	$	(18,040	)

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(1) Includes stock-based compensation expense as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2018		2017		2018		2017
Cost of revenue	$	114	$	50	$	191	$	104
Sales and marketing	675		358		1,277		628
Research and development	640		452		1,167