Delaware | 001-38600 | 47-5580846 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description | |
99.1 |
TENABLE HOLDINGS, INC. | |||
Date: | October 30, 2018 | By: | /s/ Stephen A. Riddick |
Stephen A. Riddick | |||
General Counsel and Corporate Secretary |
• | Revenue of $69.4 million, up 42% year-over-year |
• | Calculated current billings of $86.7 million, up 35% year-over-year |
• | Added 47 net new six figure customers, up 79% year-over-year |
• | Revenue was $69.4 million, representing a 42% increase year-over-year. |
• | Calculated current billings was $86.7 million, representing a 35% increase year-over-year. |
• | GAAP loss from operations was $21.1 million, compared to a loss of $11.2 million in the third quarter of 2017. |
• | Non-GAAP loss from operations was $12.2 million, compared to a loss of $9.0 million in the third quarter of 2017. |
• | GAAP net loss was $20.9 million, compared to a loss of $11.3 million in the third quarter of 2017. |
• | GAAP net loss per share was $0.28, compared to a loss of $0.51 in the third quarter of 2017. |
• | Non-GAAP net loss was $12.0 million, compared to a non-GAAP loss of $9.1 million in the third quarter of 2017. |
• | Pro forma non-GAAP net loss per share was $0.14, compared to pro forma non-GAAP loss per share of $0.12 in the third quarter of 2017. |
• | Cash and cash equivalents and short-term investments were $287.2 million as of September 30, 2018. |
• | Net cash used in operating activities was $1.8 million, compared to $1.0 million in the third quarter of 2017. |
• | Free cash flow was $(2.9) million, compared to $(1.9) million in the third quarter of 2017. |
• | Added 258 new enterprise platform customers and 47 net new six figure customers. |
• | Enhanced strategic alliance with ServiceNow, announcing new integrations into ITSM workflow and new bi-directional asset synching and vulnerability response to help customers more effectively prioritize remediation efforts. |
• | Extended industrial control systems device coverage by several thousand new operational technology devices in support of Industrial Security. |
• | Launched SecurityCenter 5.7, adding integration capabilities for privileged access management, enhanced capabilities for mobile workforce at scale and updates in Nessus agent. |
• | Launched Nessus 8.0 with Live Results, an intelligent vulnerability assessment feature that provides real-time updates and Grouped View, a feature designed to group issues into a single thread to help customers better manage workloads. |
• | Recognized by Frost & Sullivan as the growth excellence leader in vulnerability management. |
• | Revenue in the range of $72.5 million to $73.0 million. |
• | Non-GAAP loss from operations in the range of $14.0 million to $13.0 million. |
• | Non-GAAP net loss in the range of $13.6 million to $12.6 million. |
• | Pro forma non-GAAP net loss per share in the range of $0.15 to $0.14, assuming 92.2 million weighted average shares outstanding. |
• | Revenue in the range of $264.6 million to $265.1 million. |
• | Calculated current billings in the range of $321.0 million to $322.0 million. |
• | Non-GAAP loss from operations in the range of $52.3 million to $51.3 million. |
• | Non-GAAP net loss in the range of $53.0 million to $52.0 million. |
• | Pro forma non-GAAP net loss per share in the range of $0.63 to $0.61, assuming 84.8 million weighted average shares outstanding. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(in thousands, except per share data) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | $ | 69,440 | $ | 48,980 | $ | 192,139 | $ | 133,610 | |||||||
Cost of revenue(1) | 12,161 | 7,424 | 30,768 | 17,210 | |||||||||||
Gross profit | 57,279 | 41,556 | 161,371 | 116,400 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing(1) | 44,550 | 29,574 | 125,964 | 83,515 | |||||||||||
Research and development(1) | 20,553 | 15,869 | 55,529 | 42,040 | |||||||||||
General and administrative(1) | 13,272 | 7,275 | 32,868 | 19,982 | |||||||||||
Total operating expenses | 78,375 | 52,718 | 214,361 | 145,537 | |||||||||||
Loss from operations | (21,096 | ) | (11,162 | ) | (52,990 | ) | (29,137 | ) | |||||||
Other income (expense), net | 709 | (92 | ) | 240 | (65 | ) | |||||||||
Loss before income taxes | (20,387 | ) | (11,254 | ) | (52,750 | ) | (29,202 | ) | |||||||
Provision for income taxes | 482 | 59 | 1,157 | 151 | |||||||||||
Net loss and comprehensive loss | (20,869 | ) | (11,313 | ) | (53,907 | ) | (29,353 | ) | |||||||
Accretion of Series A and B redeemable convertible preferred stock | (55 | ) | (192 | ) | (434 | ) | (570 | ) | |||||||
Net loss attributable to common stockholders | $ | (20,924 | ) | $ | (11,505 | ) | $ | (54,341 | ) | $ | (29,923 | ) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.28 | ) | $ | (0.51 | ) | $ | (1.34 | ) | $ | (1.36 | ) | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 74,261 | 22,679 | 40,688 | 22,004 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cost of revenue | $ | 692 | $ | 63 | $ | 883 | $ | 167 | |||||||
Sales and marketing | 2,707 | 409 | 3,984 | 1,037 | |||||||||||
Research and development | 2,427 | 510 | 3,594 | 1,356 | |||||||||||
General and administrative | 2,957 | 1,046 | 5,745 | 2,943 | |||||||||||
Total stock-based compensation | $ | 8,783 | $ | 2,028 | $ | 14,206 | $ | 5,503 |
September 30, 2018 | December 31, 2017 | ||||||
(in thousands, except per share data) | (unaudited) | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 253,026 | $ | 27,210 | |||
Short-term investments | 34,125 | — | |||||
Accounts receivable (net of allowance for doubtful accounts of $196 and $160 at September 30, 2018 and December 31, 2017, respectively) | 59,035 | 50,881 | |||||
Deferred commissions | 20,401 | 17,170 | |||||
Prepaid expenses and other current assets | 14,718 | 15,994 | |||||
Total current assets | 381,305 | 111,255 | |||||
Property and equipment, net | 10,872 | 10,754 | |||||
Construction in progress | 23,546 | 2,252 | |||||
Deferred commissions (net of current portion) | 32,483 | 33,006 | |||||
Intangible assets, net | 578 | 1,031 | |||||
Goodwill | 265 | 265 | |||||
Other assets | 5,149 | 5,774 | |||||
Total assets | $ | 454,198 | $ | 164,337 | |||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 538 | $ | 338 | |||
Accrued expenses | 6,570 | 4,878 | |||||
Accrued compensation | 19,734 | 18,482 | |||||
Deferred revenue | 191,578 | 154,898 | |||||
Other current liabilities | 1,897 | 1,750 | |||||
Total current liabilities | 220,317 | 180,346 | |||||
Deferred revenue (net of current portion) | 74,120 | 70,920 | |||||
Financing obligation | 23,096 | 1,802 | |||||
Other liabilities | 4,104 | 5,199 | |||||
Total liabilities | 321,637 | 258,267 | |||||
Redeemable convertible Series A preferred stock (par value: $0.01; no shares authorized, issued, and outstanding at September 30, 2018; 15,848 shares authorized, issued, and outstanding with liquidation preference of $50,000 at December 31, 2017) | — | 49,935 | |||||
Redeemable convertible Series B preferred stock (par value: $0.01; no shares authorized, issued and outstanding at September 30, 2018; 42,000 shares authorized, 39,538 issued and outstanding with liquidation preference of $230,008 at December 31, 2017) | — | 227,800 | |||||
Stockholders’ equity (deficit): | |||||||
Common stock (par value: $0.01; 500,000 and 93,855 shares authorized at September 30, 2018 and December 31, 2017; 93,040 and 24,472 shares issued and outstanding at September 30, 2018 and December 31, 2017) | 930 | 246 | |||||
Additional paid-in capital | 578,125 | 20,676 | |||||
Accumulated deficit | (446,494 | ) | (392,587 | ) | |||
Total stockholders’ equity (deficit) | 132,561 | (371,665 | ) | ||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 454,198 | $ | 164,337 |
Nine Months Ended September 30, | |||||||
(in thousands) | 2018 | 2017 | |||||
Cash flows from operating activities: | |||||||
Net loss | $ | (53,907 | ) | $ | (29,353 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 4,580 | 3,316 | |||||
Stock-based compensation | 14,206 | 5,503 | |||||
Deferred income taxes | — | 486 | |||||
Other | 771 | 23 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (8,190 | ) | (8,435 | ) | |||
Prepaid expenses and other current assets | 1,228 | (540 | ) | ||||
Deferred commissions | (2,708 | ) | (11,275 | ) | |||
Other assets | 564 | (1,537 | ) | ||||
Accounts payable and accrued expenses | 1,930 | 2,485 | |||||
Accrued compensation | 1,252 | (715 | ) | ||||
Deferred revenue | 39,880 | 40,066 | |||||
Other current liabilities | 36 | (840 | ) | ||||
Other liabilities | (647 | ) | 2 | ||||
Net cash used in operating activities | (1,005 | ) | (814 | ) | |||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (4,140 | ) | (1,628 | ) | |||
Purchases of short-term investments | (34,114 | ) | — | ||||
Net cash used in investing activities | (38,254 | ) | (1,628 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from initial public offering, net of underwriting discounts and commissions | 268,531 | — | |||||
Payments of costs related to initial public offering | (3,732 | ) | — | ||||
Principal payments under capital lease obligations | (389 | ) | (173 | ) | |||
Credit facility issuance costs | — | (238 | ) | ||||
Proceeds from the exercise of stock options | 1,415 | 2,847 | |||||
Repurchases of common stock | (75 | ) | (385 | ) | |||
Net cash provided by financing activities | 265,750 | 2,051 | |||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (675 | ) | 22 | ||||
Net increase (decrease) in cash and cash equivalents and restricted cash | 225,816 | (369 | ) | ||||
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 | $ | 253,288 | $ | 34,101 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Revenue | 2018 | 2017 | 2018 | 2017 | |||||||||||
Subscription revenue | $ | 53,511 | $ | 34,932 | $ | 146,568 | $ | 93,478 | |||||||
Perpetual license and maintenance revenue | 13,864 | 12,857 | 40,753 | 37,129 | |||||||||||
Professional services and other revenue | 2,065 | 1,191 | 4,818 | 3,003 | |||||||||||
Revenue(1) | $ | 69,440 | $ | 48,980 | $ | 192,139 | $ | 133,610 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Calculated Current Billings | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | $ | 69,440 | $ | 48,980 | $ | 192,139 | $ | 133,610 | |||||||
Deferred revenue (current), end of period | 191,578 | 137,521 | 191,578 | 137,521 | |||||||||||
Deferred revenue (current), beginning of period(1) | (174,277 | ) | (122,190 | ) | (154,898 | ) | (107,006 | ) | |||||||
Calculated current billings | $ | 86,741 | $ | 64,311 | $ | 228,819 | $ | 164,125 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Free Cash Flow | 2018 | 2017 | 2018 | 2017 | |||||||||||
Net cash used in operating activities | $ | (1,751 | ) | $ | (982 | ) | $ | (1,005 | ) | $ | (814 | ) | |||
Purchases of property and equipment | (1,162 | ) | (947 | ) | (4,140 | ) | (1,628 | ) | |||||||
Free cash flow(1) | $ | (2,913 | ) | $ | (1,929 | ) | $ | (5,145 | ) | $ | (2,442 | ) |
Non-GAAP Loss from Operations and Non-GAAP Operating Margin | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Loss from operations | $ | (21,096 | ) | $ | (11,162 | ) | $ | (52,990 | ) | $ | (29,137 | ) | |||
Stock-based compensation | 8,783 | 2,028 | 14,206 | 5,503 | |||||||||||
Amortization of intangible assets | 151 | 151 | 453 | 453 | |||||||||||
Non-GAAP loss from operations | $ | (12,162 | ) | $ | (8,983 | ) | $ | (38,331 | ) | $ | (23,181 | ) | |||
Operating margin | (30 | )% | (23 | )% | (28 | )% | (22 | )% | |||||||
Non-GAAP operating margin | (18 | )% | (18 | )% | (20 | )% | (17 | )% |
Non-GAAP Net Loss, Non-GAAP Net Loss Per Share and Pro forma Non-GAAP Net Loss Per Share | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net loss attributable to common stockholders | $ | (20,924 | ) | $ | (11,505 | ) | $ | (54,341 | ) | $ | (29,923 | ) | |||
Accretion of Series A and B redeemable convertible preferred stock | 55 | 192 | 434 | 570 | |||||||||||
Stock-based compensation | 8,783 | 2,028 | 14,206 | 5,503 | |||||||||||
Tax impact of stock-based compensation(1) | (90 | ) | (13 | ) | (138 | ) | (35 | ) | |||||||
Amortization of intangible assets(1) | 151 | 151 | 453 | 453 | |||||||||||
Non-GAAP net loss | $ | (12,025 | ) | $ | (9,147 | ) | $ | (39,386 | ) | $ | (23,432 | ) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.28 | ) | $ | (0.51 | ) | $ | (1.34 | ) | $ | (1.36 | ) | |||
Accretion of Series A and B redeemable convertible preferred stock | — | 0.01 | 0.01 | 0.03 | |||||||||||
Stock-based compensation | 0.12 | 0.09 | 0.35 | 0.25 | |||||||||||
Tax impact of stock-based compensation(1) | — | — | — | — | |||||||||||
Amortization of intangible assets(1) | — | 0.01 | 0.01 | 0.02 | |||||||||||
Non-GAAP net loss per share, basic and diluted | $ | (0.16 | ) | $ | (0.40 | ) | $ | (0.97 | ) | $ | (1.06 | ) | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 74,261 | 22,679 | 40,688 | 22,004 | |||||||||||
Pro forma adjustment to reflect the assumed conversion of our convertible redeemable preferred stock as of the beginning of the period | 14,449 | 55,386 | 41,590 | 55,386 | |||||||||||
Weighted-average shares used to compute pro forma non-GAAP net loss per share, basic and diluted | 88,710 | 78,065 | 82,278 | 77,390 | |||||||||||
Pro forma non-GAAP net loss per share | $ | (0.14 | ) | $ | (0.12 | ) | $ | (0.48 | ) | $ | (0.30 | ) |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Non-GAAP Gross Profit and Non-GAAP Gross Margin | 2018 | 2017 | 2018 | 2017 | |||||||||||
Gross profit | $ | 57,279 | $ | 41,556 | $ | 161,371 | $ | 116,400 | |||||||
Stock-based compensation | 692 | 63 | 883 | 167 | |||||||||||
Amortization of intangible assets | 151 | 151 | 453 | 453 | |||||||||||
Non-GAAP gross profit | $ | 58,122 | $ | 41,770 | $ | 162,707 | $ | 117,020 | |||||||
Gross margin | 82 | % | 85 | % | 84 | % | 87 | % | |||||||
Non-GAAP gross margin | 84 | % | 85 | % | 85 | % | 88 | % |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Non-GAAP Sales and Marketing Expense | 2018 | 2017 | 2018 | 2017 | |||||||||||
Sales and marketing expense | $ | 44,550 | $ | 29,574 | $ | 125,964 | $ | 83,515 | |||||||
Less: Stock-based compensation | 2,707 | 409 | 3,984 | 1,037 | |||||||||||
Non-GAAP sales and marketing expense | $ | 41,843 | $ | 29,165 | $ | 121,980 | $ | 82,478 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Non-GAAP Research and Development Expense | 2018 | 2017 | 2018 | 2017 | |||||||||||
Research and development expense | $ | 20,553 | $ | 15,869 | $ | 55,529 | $ | 42,040 | |||||||
Less: Stock-based compensation | 2,427 | 510 | 3,594 | 1,356 | |||||||||||
Non-GAAP research and development expense | $ | 18,126 | $ | 15,359 | $ | 51,935 | $ | 40,684 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
Non-GAAP General and Administrative Expense | 2018 | 2017 | 2018 | 2017 | |||||||||||
General and administrative expense | $ | 13,272 | $ | 7,275 | $ | 32,868 | $ | 19,982 | |||||||
Less: Stock-based compensation | 2,957 | 1,046 | 5,745 | 2,943 | |||||||||||
Non-GAAP general and administrative expense | $ | 10,315 | $ | 6,229 | $ | 27,123 | $ | 17,039 |