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: | February 5, 2019 | By: | /s/ Stephen A. Riddick |
Stephen A. Riddick | |||
General Counsel and Corporate Secretary |
• | Fourth quarter revenue of $75.2 million, up 39% year-over-year. |
• | Fourth quarter calculated current billings of $97.3 million, up 36% year-over-year. |
• | Added 66 net new six-figure enterprise platform customers in fourth quarter, most in Tenable history. |
• | Revenue was $75.2 million, representing a 39% increase year-over-year. |
• | Calculated current billings was $97.3 million, representing a 36% increase year-over-year. |
• | GAAP loss from operations was $19.6 million, compared to a loss of $11.6 million in the fourth quarter of 2017. |
• | Non-GAAP loss from operations was $10.8 million, compared to a loss of $9.2 million in the fourth quarter of 2017. |
• | GAAP net loss was $19.6 million, compared to a loss of $11.7 million in the fourth quarter of 2017. |
• | GAAP net loss per share was $0.21, compared to a loss of $0.52 in the fourth quarter of 2017. |
• | Non-GAAP net loss was $10.9 million, compared to a loss of $9.3 million in the fourth quarter of 2017. |
• | Pro forma non-GAAP net loss per share was $0.12, compared to a loss per share of $0.12 in the fourth quarter of 2017. |
• | Cash and cash equivalents and short-term investments were $283.2 million as of December 31, 2018. |
• | Net cash used in operating activities was $1.6 million, compared to $5.5 million used in the fourth quarter of 2017. |
• | Free cash flow was $(3.1) million, compared to $(6.6) million in the fourth quarter of 2017. |
• | Revenue was $267.4 million, representing a 42% increase year-over-year. |
• | Calculated current billings was $326.1 million, representing a 38% increase year-over-year. |
• | GAAP loss from operations was $72.6 million, compared to a loss of $40.8 million in 2017. |
• | Non-GAAP loss from operations was $49.1 million, compared to a loss of $32.4 million in 2017. |
• | GAAP net loss was $73.5 million, compared to a loss of $41.0 million in 2017. |
• | GAAP net loss per share was $1.38, compared to a loss of $1.88 in 2017. |
• | Non-GAAP net loss was $50.3 million, compared to a loss of $32.7 million in 2017. |
• | Pro forma non-GAAP net loss per share was $0.59, compared to a loss per share of $0.42 in 2017. |
• | Net cash used in operating activities was $2.6 million, compared to $6.3 million used in 2017. |
• | Free cash flow was $(8.3) million, compared to $(9.0) million in 2017. |
• | Added 337 new logo enterprise platform customers and 66 net new six-figure customers, the largest addition of six-figure customers in Tenable history. |
• | Released the Vulnerability Intelligence Report from Tenable Research, which identified that enterprises are triaging over 100 critical vulnerabilities every day, on average. This provides evidence that prioritization based solely on the industry standard common vulnerability scoring system (CVSS) leaves organizations unable to effectively and confidently focus on which vulnerabilities require immediate action. |
• | Announced Predictive Prioritization, a novel innovation for both Tenable.scTM and Tenable.io®, which is designed to enable organizations to focus on the vulnerabilities that will most likely be leveraged by threat actors and therefore pose the greatest business risk. |
• | Integrated with the Amazon Web Services (AWS) Security Hub to provide users with a comprehensive view of their high-priority security alerts and compliance status by aggregating, organizing, and prioritizing alerts from multiple AWS services. Also announced that Tenable.io is now available on the AWS marketplace. |
• | Released the "Measuring and Managing the Cyber Risks to Business Operations Report," an independent study conducted by Ponemon Institute. It found that 60% of organizations globally had suffered two or more business-disrupting cyber events in the last 24 months, yet the inability to quantify the business cost of cyber risks leaves most boards of directors unable to prioritize their strategic response. |
• | Revenue in the range of $77.5 million to $78.5 million. |
• | Non-GAAP loss from operations in the range of $17.0 million to $16.0 million. |
• | Non-GAAP net loss in the range of $18.0 million to $17.0 million. |
• | Non-GAAP net loss per share in the range of $0.19 to $0.18, assuming 93.2 million weighted average shares outstanding. |
• | Revenue in the range of $338.0 million to $343.0 million. |
• | Calculated current billings in the range of $410.0 million to $415.0 million. |
• | Non-GAAP loss from operations in the range of $60.0 million to $55.0 million. |
• | Non-GAAP net loss in the range of $59.0 million to $54.0 million. |
• | Non-GAAP net loss per share in the range of $0.62 to $0.57, assuming 95.1 million weighted average shares outstanding. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in thousands, except per share data) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | $ | 75,221 | $ | 54,117 | $ | 267,360 | $ | 187,727 | |||||||
Cost of revenue(1) | 12,399 | 8,378 | 43,167 | 25,588 | |||||||||||
Gross profit | 62,822 | 45,739 | 224,193 | 162,139 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing(1) | 47,380 | 32,784 | 173,344 | 116,299 | |||||||||||
Research and development(1) | 21,169 | 15,633 | 76,698 | 57,673 | |||||||||||
General and administrative(1) | 13,864 | 8,945 | 46,732 | 28,927 | |||||||||||
Total operating expenses | 82,413 | 57,362 | 296,774 | 202,899 | |||||||||||
Loss from operations | (19,591 | ) | (11,623 | ) | (72,581 | ) | (40,760 | ) | |||||||
Other income (expense), net | 1,184 | (26 | ) | 1,424 | (91 | ) | |||||||||
Loss before income taxes | (18,407 | ) | (11,649 | ) | (71,157 | ) | (40,851 | ) | |||||||
Provision for income taxes | 1,207 | 20 | 2,364 | 171 | |||||||||||
Net loss and comprehensive loss | (19,614 | ) | (11,669 | ) | (73,521 | ) | (41,022 | ) | |||||||
Accretion of Series A and B redeemable convertible preferred stock | — | (193 | ) | (434 | ) | (763 | ) | ||||||||
Net loss attributable to common stockholders | $ | (19,614 | ) | $ | (11,862 | ) | $ | (73,955 | ) | $ | (41,785 | ) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.21 | ) | $ | (0.52 | ) | $ | (1.38 | ) | $ | (1.88 | ) | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 92,187 | 22,827 | 53,669 | 22,211 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cost of revenue | $ | 824 | $ | 114 | $ | 1,707 | $ | 281 | |||||||
Sales and marketing | 2,927 | 542 | 6,911 | 1,579 | |||||||||||
Research and development | 2,210 | 426 | 5,804 | 1,782 | |||||||||||
General and administrative | 2,708 | 1,175 | 8,453 | 4,118 | |||||||||||
Total stock-based compensation | $ | 8,669 | $ | 2,257 | $ | 22,875 | $ | 7,760 |
December 31, | |||||||
(in thousands, except per share data) | 2018 | 2017 | |||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 165,116 | $ | 27,210 | |||
Short-term investments | 118,119 | — | |||||
Accounts receivable (net of allowance for doubtful accounts of $188 and $160 at December 31, 2018 and 2017, respectively) | 68,261 | 50,881 | |||||
Deferred commissions | 23,272 | 17,170 | |||||
Prepaid expenses and other current assets | 22,020 | 15,994 | |||||
Total current assets | 396,788 | 111,255 | |||||
Property and equipment, net | 11,348 | 10,754 | |||||
Construction in progress | — | 2,252 | |||||
Deferred commissions (net of current portion) | 36,162 | 33,006 | |||||
Operating lease right-of-use assets | 8,504 | — | |||||
Other assets | 7,810 | 7,070 | |||||
Total assets | $ | 460,612 | $ | 164,337 | |||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 171 | $ | 338 | |||
Accrued expenses | 5,554 | 4,878 | |||||
Accrued compensation | 29,594 | 18,482 | |||||
Deferred revenue | 213,644 | 154,898 | |||||
Operating lease liabilities | 4,262 | — | |||||
Other current liabilities | 1,079 | 1,750 | |||||
Total current liabilities | 254,304 | 180,346 | |||||
Deferred revenue (net of current portion) | 76,259 | 70,920 | |||||
Operating lease liabilities (net of current portion) | 6,055 | — | |||||
Financing obligation | — | 1,802 | |||||
Other liabilities | 2,231 | 5,199 | |||||
Total liabilities | 338,849 | 258,267 | |||||
Redeemable convertible Series A preferred stock (par value: $0.01; no shares and 15,848 shares authorized, issued and outstanding at December 31, 2018 and 2017, respectively, with liquidation preference of $50,000 at December 31, 2017) | — | 49,935 | |||||
Redeemable convertible Series B preferred stock (par value: $0.01; no shares and 42,000 shares authorized, 39,538 issued and outstanding at December 31, 2018 and 2017, respectively, 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, 93,126 and 24,472 shares issued and outstanding at December 31, 2018 and 2017, respectively) | 931 | 246 | |||||
Additional paid-in capital | 586,940 | 20,676 | |||||
Accumulated deficit | (466,108 | ) | (392,587 | ) | |||
Total stockholders’ equity (deficit) | 121,763 | (371,665 | ) | ||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 460,612 | $ | 164,337 |
Year Ended December 31, | |||||||
(in thousands) | 2018 | 2017 | |||||
Cash flows from operating activities: | |||||||
Net loss | $ | (73,521 | ) | $ | (41,022 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 6,192 | 4,692 | |||||
Stock-based compensation | 22,875 | 7,760 | |||||
Other | 533 | (748 | ) | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (17,408 | ) | (14,769 | ) | |||
Prepaid expenses and other current assets | (6,105 | ) | (8,345 | ) | |||
Deferred commissions | (9,258 | ) | (20,058 | ) | |||
Other assets | (1,876 | ) | (3,267 | ) | |||
Accounts payable and accrued expenses | 294 | 1,922 | |||||
Accrued compensation | 11,112 | 4,298 | |||||
Deferred revenue | 64,085 | 63,404 | |||||
Other current liabilities | 408 | 421 | |||||
Other liabilities | 110 | (554 | ) | ||||
Net cash used in operating activities | (2,559 | ) | (6,266 | ) | |||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (5,733 | ) | (2,755 | ) | |||
Purchases of short-term investments | (117,488 | ) | — | ||||
Net cash used in investing activities | (123,221 | ) | (2,755 | ) | |||
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 | (3,932 | ) | — | ||||
Principal payments under financing lease obligations | (1,443 | ) | (306 | ) | |||
Credit facility issuance costs | — | (238 | ) | ||||
Proceeds from the exercise of stock options | 1,668 | 3,020 | |||||
Repurchases of common stock | (75 | ) | (385 | ) | |||
Net cash provided by financing activities | 264,749 | 2,091 | |||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,063 | ) | (68 | ) | |||
Net increase (decrease) in cash and cash equivalents and restricted cash | 137,906 | (6,998 | ) | ||||
Cash and cash equivalents and restricted cash at beginning of year | 27,472 | 34,470 | |||||
Cash and cash equivalents and restricted cash at end of year | $ | 165,378 | $ | 27,472 |
Revenue | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Subscription revenue | $ | 59,259 | $ | 39,395 | $ | 205,827 | $ | 132,873 | |||||||
Perpetual license and maintenance revenue | 13,869 | 13,208 | 54,622 | 50,337 | |||||||||||
Professional services and other revenue | 2,093 | 1,514 | 6,911 | 4,517 | |||||||||||
Revenue(1) | $ | 75,221 | $ | 54,117 | $ | 267,360 | $ | 187,727 |
Calculated Current Billings | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | $ | 75,221 | $ | 54,117 | $ | 267,360 | $ | 187,727 | |||||||
Deferred revenue (current), end of period | 213,644 | 154,898 | 213,644 | 154,898 | |||||||||||
Deferred revenue (current), beginning of period(1) | (191,578 | ) | (137,521 | ) | (154,898 | ) | (107,006 | ) | |||||||
Calculated current billings | $ | 97,287 | $ | 71,494 | $ | 326,106 | $ | 235,619 |
Free Cash Flow | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Net cash used in operating activities | $ | (1,554 | ) | $ | (5,452 | ) | $ | (2,559 | ) | $ | (6,266 | ) | |||
Purchases of property and equipment | (1,593 | ) | (1,127 | ) | (5,733 | ) | (2,755 | ) | |||||||
Free cash flow(1) | $ | (3,147 | ) | $ | (6,579 | ) | $ | (8,292 | ) | $ | (9,021 | ) |
Non-GAAP Loss from Operations and Non-GAAP Operating Margin | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Loss from operations | $ | (19,591 | ) | $ | (11,623 | ) | $ | (72,581 | ) | $ | (40,760 | ) | |||
Stock-based compensation | 8,669 | 2,257 | 22,875 | 7,760 | |||||||||||
Amortization of intangible assets | 150 | 150 | 603 | 603 | |||||||||||
Non-GAAP loss from operations | $ | (10,772 | ) | $ | (9,216 | ) | $ | (49,103 | ) | $ | (32,397 | ) | |||
Operating margin | (26 | )% | (21 | )% | (27 | )% | (22 | )% | |||||||
Non-GAAP operating margin | (14 | )% | (17 | )% | (18 | )% | (17 | )% |
Non-GAAP Net Loss, Non-GAAP Net Loss Per Share and Pro forma Non-GAAP Net Loss Per Share | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands, except per share data) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Net loss attributable to common stockholders | $ | (19,614 | ) | $ | (11,862 | ) | $ | (73,955 | ) | $ | (41,785 | ) | |||
Accretion of Series A and B redeemable convertible preferred stock | — | 193 | 434 | 763 | |||||||||||
Stock-based compensation | 8,669 | 2,257 | 22,875 | 7,760 | |||||||||||
Tax impact of stock-based compensation(1) | (80 | ) | (19 | ) | (218 | ) | (54 | ) | |||||||
Amortization of intangible assets(1) | 150 | 150 | 603 | 603 | |||||||||||
Non-GAAP net loss | $ | (10,875 | ) | $ | (9,281 | ) | $ | (50,261 | ) | $ | (32,713 | ) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.21 | ) | $ | (0.52 | ) | $ | (1.38 | ) | $ | (1.88 | ) | |||
Accretion of Series A and B redeemable convertible preferred stock | — | 0.01 | 0.01 | 0.03 | |||||||||||
Stock-based compensation | 0.09 | 0.10 | 0.42 | 0.35 | |||||||||||
Tax impact of stock-based compensation(1) | — | — | — | — | |||||||||||
Amortization of intangible assets(1) | — | — | 0.01 | 0.03 | |||||||||||
Non-GAAP net loss per share, basic and diluted | $ | (0.12 | ) | $ | (0.41 | ) | $ | (0.94 | ) | $ | (1.47 | ) | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 92,187 | 22,827 | 53,669 | 22,211 | |||||||||||
Pro forma adjustment to reflect the assumed conversion of our convertible redeemable preferred stock as of the beginning of the period | — | 55,386 | 31,107 | 55,386 | |||||||||||
Weighted-average shares used to compute pro forma non-GAAP net loss per share, basic and diluted | 92,187 | 78,213 | 84,776 | 77,597 | |||||||||||
Pro forma non-GAAP net loss per share, basic and diluted | $ | (0.12 | ) | $ | (0.12 | ) | $ | (0.59 | ) | $ | (0.42 | ) |
Non-GAAP Gross Profit and Non-GAAP Gross Margin | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Gross profit | $ | 62,822 | $ | 45,739 | $ | 224,193 | $ | 162,139 | |||||||
Stock-based compensation | 824 | 114 | 1,707 | 281 | |||||||||||
Amortization of intangible assets | 150 | 150 | 603 | 603 | |||||||||||
Non-GAAP gross profit | $ | 63,796 | $ | 46,003 | $ | 226,503 | $ | 163,023 | |||||||
Gross margin | 84 | % | 85 | % | 84 | % | 86 | % | |||||||
Non-GAAP gross margin | 85 | % | 85 | % | 85 | % | 87 | % |
Non-GAAP Sales and Marketing Expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Sales and marketing expense | $ | 47,380 | $ | 32,784 | $ | 173,344 | $ | 116,299 | |||||||
Less: Stock-based compensation | 2,927 | 542 | 6,911 | 1,579 | |||||||||||
Non-GAAP sales and marketing expense | $ | 44,453 | $ | 32,242 | $ | 166,433 | $ | 114,720 | |||||||
Non-GAAP sales and marketing expense % of revenue | 59 | % | 60 | % | 62 | % | 61 | % |
Non-GAAP Research and Development Expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Research and development expense | $ | 21,169 | $ | 15,633 | $ | 76,698 | $ | 57,673 | |||||||
Less: Stock-based compensation | 2,210 | 426 | 5,804 | 1,782 | |||||||||||
Non-GAAP research and development expense | $ | 18,959 | $ | 15,207 | $ | 70,894 | $ | 55,891 | |||||||
Non-GAAP research and development expense % of revenue | 25 | % | 28 | % | 27 | % | 30 | % |
Non-GAAP General and Administrative Expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
General and administrative expense | $ | 13,864 | $ | 8,945 | $ | 46,732 | $ | 28,927 | |||||||
Less: Stock-based compensation | 2,708 | 1,175 | 8,453 | 4,118 | |||||||||||
Non-GAAP general and administrative expense | $ | 11,156 | $ | 7,770 | $ | 38,279 | $ | 24,809 | |||||||
Non-GAAP general and administrative expense % of revenue | 15 | % | 14 | % | 14 | % | 13 | % |
Forecasted Non-GAAP Loss from Operations | Three Months Ended March 31, 2019 | Year Ended December 31, 2019 | |||||||||||||
(in millions) | Low | High | Low | High | |||||||||||
Forecasted loss from operations | $ | (27.2 | ) | $ | (26.2 | ) | $ | (108.4 | ) | $ | (103.4 | ) | |||
Forecasted stock-based compensation | 10.0 | 10.0 | 48.0 | 48.0 | |||||||||||
Forecasted amortization of intangible assets | 0.2 | 0.2 | 0.4 | 0.4 | |||||||||||
Forecasted non-GAAP loss from operations | $ | (17.0 | ) | $ | (16.0 | ) | $ | (60.0 | ) | $ | (55.0 | ) |
Forecasted Non-GAAP Net Loss and Non-GAAP Net Loss Per Share | Three Months Ended March 31, 2019 | Year Ended December 31, 2019 | |||||||||||||
(in millions, except per share data) | Low | High | Low | High | |||||||||||
Forecasted net loss | $ | (28.2 | ) | $ | (27.2 | ) | $ | (107.4 | ) | $ | (102.4 | ) | |||
Forecasted stock-based compensation(1) | 10.0 | 10.0 | 48.0 | 48.0 | |||||||||||
Forecasted amortization of intangible assets | 0.2 | 0.2 | 0.4 | 0.4 | |||||||||||
Forecasted non-GAAP net loss | $ | (18.0 | ) | $ | (17.0 | ) | $ | (59.0 | ) | $ | (54.0 | ) | |||
Forecasted net loss per share, basic and diluted | $ | (0.30 | ) | $ | (0.29 | ) | $ | (1.13 | ) | $ | (1.08 | ) | |||
Forecasted stock-based compensation(1) | 0.11 | 0.11 | 0.51 | 0.51 | |||||||||||
Forecasted amortization of intangible assets | — | — | — | — | |||||||||||
Forecasted Non-GAAP net loss per share, basic and diluted | $ | (0.19 | ) | $ | (0.18 | ) | $ | (0.62 | ) | $ | (0.57 | ) | |||
Forecasted weighted-average shares used to compute net loss per share, basic and diluted | 93.2 | 93.2 | 95.1 | 95.1 |