(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Exhibit Number | Description | |
99.1 | ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | The cover page from Tenable's 8-K filed on February 4, 2020, formatted in Inline XBRL. |
TENABLE HOLDINGS, INC. | |||
Date: | February 4, 2020 | By: | /s/ Stephen A. Riddick |
Stephen A. Riddick | |||
General Counsel and Corporate Secretary |
• | Fourth quarter revenue of $97.0 million, up 29% year-over-year. |
• | Fourth quarter calculated current billings was $125.0 million, representing a 28% increase year-over-year. |
• | Added 461 new enterprise platform customers and 52 net new six-figure enterprise platform customers in the fourth quarter. |
• | Full year revenue of $354.6 million, up 33% year-over-year. |
• | Revenue was $97.0 million, representing a 29% increase year-over-year. |
• | Calculated current billings was $125.0 million, representing a 28% increase year-over-year. |
• | GAAP loss from operations was $27.6 million, compared to a loss of $19.6 million in the fourth quarter of 2018. |
• | Non-GAAP loss from operations was $11.1 million, compared to a loss of $10.8 million in the fourth quarter of 2018. |
• | GAAP net loss was $38.3 million, compared to a loss of $19.6 million in the fourth quarter of 2018. |
• | GAAP net loss per share was $0.39, compared to a loss of $0.21 in the fourth quarter of 2018. |
• | Non-GAAP net loss was $11.1 million, compared to a loss of $10.9 million in the fourth quarter of 2018. |
• | Pro forma non-GAAP net loss per share was $0.11, compared to a loss per share of $0.12 in the fourth quarter of 2018. |
• | Net cash used in operating activities was $3.1 million, compared to $1.6 million in the fourth quarter of 2018. |
• | Free cash flow was $(13.5) million, compared to $(3.1) million in the fourth quarter of 2018. Free cash flow in the fourth quarter of 2019 included $13.1 million of non-recurring payments related to the Indegy acquisition, $9.0 million of capital expenditures for our new headquarters, and a $3.8 million benefit related to employee stock purchase plan activity. Free cash flow in the fourth quarter of 2018 included a $4.0 million benefit related to employee stock purchase plan activity. |
• | Revenue was $354.6 million, representing a 33% increase year-over-year. |
• | Calculated current billings was $414.9 million, representing a 27% increase year-over-year. |
• | GAAP loss from operations was $90.8 million, compared to a loss of $72.6 million in 2018. |
• | Non-GAAP loss from operations was $42.8 million, compared to a loss of $49.1 million in 2018. |
• | GAAP net loss was $99.0 million, compared to a loss of $73.5 million in 2018. |
• | GAAP net loss per share was $1.03, compared to a loss of $1.38 in 2018. |
• | Non-GAAP net loss was $40.5 million, compared to a loss of $50.3 million in 2018. |
• | Pro forma non-GAAP net loss per share was $0.42, compared to a loss per share of $0.59 in 2018. |
• | Cash and cash equivalents and short-term investments were $212.3 million at December 31, 2019, compared to $283.2 million at December 31, 2018. The decrease in cash was primarily related to our acquisition of Indegy. |
• | Net cash used in operating activities was $10.7 million, compared to $2.6 million used in 2018. |
• | Free cash flow was $(31.4) million, compared to $(8.3) million in 2018. Free cash flow in 2019 included $13.1 million of non-recurring payments related to the Indegy acquisition, $11.4 million of capital expenditures for our new headquarters, and a $0.9 million reduction related to employee stock purchase plan activity. Free cash flow in 2018 included a $6.3 million benefit related to employee stock purchase plan activity. |
• | Added 461 new enterprise platform customers and 52 net new six-figure customers. |
• | Extended depth of operational technology (OT) expertise with the acquisition of Indegy to deliver a unified, risk-based platform for IT and OT security. |
• | Expanded LuminTM analytic capabilities with an assessment maturity score, which helps organizations move beyond vulnerability prioritization to actionable metrics and recommended actions based on security program maturity. |
• | Broadened cloud security capabilities with Microsoft Azure Security Center API integration and a new, integrated offering to secure cloud workloads with Golden Amazon Machine Images (AMIs) pipeline. Both integrations represent a critical step in ensuring that organizations of all sizes can build cybersecurity best practices directly into their multi or hybrid cloud strategies. |
• | Selected as the preferred vulnerability management partner for BeyondTrust Enterprise Vulnerability Management customers as it exits the vulnerability management market. |
• | Revenue in the range of $100.0 million to $101.0 million. |
• | Non-GAAP loss from operations in the range of $18.0 million to $17.0 million. |
• | Non-GAAP net loss in the range of $19.0 million to $18.0 million. |
• | Non-GAAP net loss per share in the range of $0.19 to $0.18, assuming 98.7 million weighted average shares outstanding. |
• | Revenue in the range of $435.0 million to $440.0 million. |
• | Calculated current billings in the range of $500.0 million to $510.0 million. |
• | Non-GAAP loss from operations in the range of $38.0 million to $33.0 million. |
• | Non-GAAP net loss in the range of $41.0 million to $36.0 million, assuming a provision for income taxes of $6.5 million. |
• | Non-GAAP net loss per share in the range of $0.41 to $0.36, assuming 100.1 million weighted average shares outstanding. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in thousands, except per share data) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Revenue | $ | 97,049 | $ | 75,221 | $ | 354,586 | $ | 267,360 | |||||||
Cost of revenue(1) | 18,429 | 12,399 | 60,818 | 43,167 | |||||||||||
Gross profit | 78,620 | 62,822 | 293,768 | 224,193 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing(1) | 62,632 | 47,380 | 228,035 | 173,344 | |||||||||||
Research and development(1) | 22,668 | 21,169 | 87,064 | 76,698 | |||||||||||
General and administrative(1) | 20,873 | 13,864 | 69,468 | 46,732 | |||||||||||
Total operating expenses | 106,173 | 82,413 | 384,567 | 296,774 | |||||||||||
Loss from operations | (27,553 | ) | (19,591 | ) | (90,799 | ) | (72,581 | ) | |||||||
Interest income, net | 1,153 | 1,510 | 5,830 | 2,355 | |||||||||||
Other expense, net | (104 | ) | (326 | ) | (680 | ) | (931 | ) | |||||||
Loss before income taxes | (26,504 | ) | (18,407 | ) | (85,649 | ) | (71,157 | ) | |||||||
Provision for income taxes | 11,801 | 1,207 | 13,364 | 2,364 | |||||||||||
Net loss | (38,305 | ) | (19,614 | ) | (99,013 | ) | (73,521 | ) | |||||||
Accretion of Series A and B redeemable convertible preferred stock | — | — | — | (434 | ) | ||||||||||
Net loss attributable to common stockholders | $ | (38,305 | ) | $ | (19,614 | ) | $ | (99,013 | ) | $ | (73,955 | ) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.39 | ) | $ | (0.21 | ) | $ | (1.03 | ) | $ | (1.38 | ) | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 97,738 | 92,187 | 96,014 | 53,669 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Cost of revenue | $ | 729 | $ | 824 | $ | 2,817 | $ | 1,707 | |||||||
Sales and marketing | 4,930 | 2,927 | 16,032 | 6,911 | |||||||||||
Research and development | 2,316 | 2,210 | 8,911 | 5,804 | |||||||||||
General and administrative | 4,277 | 2,708 | 15,683 | 8,453 | |||||||||||
Total stock-based compensation | $ | 12,252 | $ | 8,669 | $ | 43,443 | $ | 22,875 |
December 31, | |||||||
(in thousands, except per share data) | 2019 | 2018 | |||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 74,363 | $ | 165,116 | |||
Short-term investments | 137,904 | 118,119 | |||||
Accounts receivable (net of allowance for doubtful accounts of $764 and $188 at December 31, 2019 and 2018, respectively) | 94,827 | 68,261 | |||||
Deferred commissions | 28,499 | 23,272 | |||||
Prepaid expenses and other current assets | 27,369 | 22,020 | |||||
Total current assets | 362,962 | 396,788 | |||||
Property and equipment, net | 26,847 | 11,348 | |||||
Deferred commissions (net of current portion) | 43,766 | 36,162 | |||||
Operating lease right-of-use assets | 42,847 | 8,504 | |||||
Intangible assets, net | 15,508 | 427 | |||||
Goodwill | 54,138 | 265 | |||||
Other assets | 12,544 | 7,118 | |||||
Total assets | $ | 558,612 | $ | 460,612 | |||
Liabilities and Stockholders' Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 1,732 | $ | 171 | |||
Accrued expenses | 8,436 | 5,554 | |||||
Accrued compensation | 36,634 | 29,594 | |||||
Deferred revenue | 274,348 | 213,644 | |||||
Operating lease liabilities | 5,209 | 4,262 | |||||
Other current liabilities | 1,284 | 1,079 | |||||
Total current liabilities | 327,643 | 254,304 | |||||
Deferred revenue (net of current portion) | 88,779 | 76,259 | |||||
Operating lease liabilities (net of current portion) | 40,663 | 6,055 | |||||
Other liabilities | 2,622 | 2,231 | |||||
Total liabilities | 459,707 | 338,849 | |||||
Stockholders’ equity: | |||||||
Common stock (par value: $0.01; 500,000 shares authorized, 98,587 and 93,126 shares issued and outstanding at December 31, 2019 and 2018, respectively) | 986 | 931 | |||||
Additional paid-in capital | 662,990 | 586,940 | |||||
Accumulated other comprehensive income | 50 | — | |||||
Accumulated deficit | (565,121 | ) | (466,108 | ) | |||
Total stockholders’ equity | 98,905 | 121,763 | |||||
Total liabilities and stockholders' equity | $ | 558,612 | $ | 460,612 |
Year Ended December 31, | |||||||
(in thousands) | 2019 | 2018 | |||||
Cash flows from operating activities: | |||||||
Net loss | $ | (99,013 | ) | $ | (73,521 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 6,880 | 6,192 | |||||
Stock-based compensation | 41,610 | 22,875 | |||||
Other | 3,459 | 533 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (25,941 | ) | (17,408 | ) | |||
Prepaid expenses and other current assets | (5,188 | ) | (6,105 | ) | |||
Deferred commissions | (12,831 | ) | (9,258 | ) | |||
Other assets | (3,336 | ) | (1,876 | ) | |||
Accounts payable and accrued expenses | 4,244 | 294 | |||||
Accrued compensation | 6,269 | 11,112 | |||||
Deferred revenue | 72,799 | 64,085 | |||||
Other current liabilities | 255 | 408 | |||||
Other liabilities | 49 | 110 | |||||
Net cash used in operating activities | (10,744 | ) | (2,559 | ) | |||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (20,674 | ) | (5,733 | ) | |||
Purchases of investments | (242,059 | ) | (117,488 | ) | |||
Sales and maturities of investments | 224,594 | — | |||||
Business combination, net of cash acquired | (74,911 | ) | — | ||||
Net cash used in investing activities | (113,050 | ) | (123,221 | ) | |||
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 finance lease obligations | (16 | ) | (1,443 | ) | |||
Proceeds from stock issued in connection with the employee stock purchase plan | 15,129 | — | |||||
Proceeds from the exercise of stock options | 19,048 | 1,668 | |||||
Repurchases of common stock | — | (75 | ) | ||||
Net cash provided by financing activities | 34,161 | 264,749 | |||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,080 | ) | (1,063 | ) | |||
Net (decrease) increase in cash and cash equivalents and restricted cash | (90,713 | ) | 137,906 | ||||
Cash and cash equivalents and restricted cash at beginning of year | 165,378 | 27,472 | |||||
Cash and cash equivalents and restricted cash at end of year | $ | 74,665 | $ | 165,378 |
Revenue | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Subscription revenue | $ | 80,939 | $ | 59,259 | $ | 290,549 | $ | 205,827 | |||||||
Perpetual license and maintenance revenue | 13,296 | 13,869 | 54,173 | 54,622 | |||||||||||
Professional services and other revenue | 2,814 | 2,093 | 9,864 | 6,911 | |||||||||||
Revenue(1) | $ | 97,049 | $ | 75,221 | $ | 354,586 | $ | 267,360 |
Calculated Current Billings | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Revenue | $ | 97,049 | $ | 75,221 | $ | 354,586 | $ | 267,360 | |||||||
Deferred revenue (current), end of period | 274,348 | 213,644 | 274,348 | 213,644 | |||||||||||
Deferred revenue (current), beginning of period(1) | (246,410 | ) | (191,578 | ) | (214,069 | ) | (154,898 | ) | |||||||
Calculated current billings | $ | 124,987 | $ | 97,287 | $ | 414,865 | $ | 326,106 |
Free Cash Flow | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Net cash used in operating activities | $ | (3,072 | ) | $ | (1,554 | ) | $ | (10,744 | ) | $ | (2,559 | ) | |||
Purchases of property and equipment | (10,412 | ) | (1,593 | ) | (20,674 | ) | (5,733 | ) | |||||||
Free cash flow(1) | $ | (13,484 | ) | $ | (3,147 | ) | $ | (31,418 | ) | $ | (8,292 | ) |
Non-GAAP Loss from Operations and Non-GAAP Operating Margin | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Loss from operations | $ | (27,553 | ) | $ | (19,591 | ) | $ | (90,799 | ) | $ | (72,581 | ) | |||
Stock-based compensation | 12,252 | 8,669 | 43,443 | 22,875 | |||||||||||
Acquisition-related expenses | 3,970 | — | 3,970 | — | |||||||||||
Amortization of acquired intangible assets | 193 | 150 | 620 | 603 | |||||||||||
Non-GAAP loss from operations | $ | (11,138 | ) | $ | (10,772 | ) | $ | (42,766 | ) | $ | (49,103 | ) | |||
Operating margin | (28 | )% | (26 | )% | (26 | )% | (27 | )% | |||||||
Non-GAAP operating margin | (11 | )% | (14 | )% | (12 | )% | (18 | )% |
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) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Net loss attributable to common stockholders | $ | (38,305 | ) | $ | (19,614 | ) | $ | (99,013 | ) | $ | (73,955 | ) | |||
Accretion of Series A and B redeemable convertible preferred stock | — | — | — | 434 | |||||||||||
Acquisition-related expenses | 3,970 | — | 3,970 | — | |||||||||||
Tax impact of acquisition(1) | 10,582 | — | 10,582 | — | |||||||||||
Stock-based compensation | 12,252 | 8,669 | 43,443 | 22,875 | |||||||||||
Tax impact of stock-based compensation(2) | 160 | (80 | ) | (95 | ) | (218 | ) | ||||||||
Amortization of acquired intangible assets(3) | 193 | 150 | 620 | 603 | |||||||||||
Non-GAAP net loss | $ | (11,148 | ) | $ | (10,875 | ) | $ | (40,493 | ) | $ | (50,261 | ) | |||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.39 | ) | $ | (0.21 | ) | $ | (1.03 | ) | $ | (1.38 | ) | |||
Accretion of Series A and B redeemable convertible preferred stock | — | — | — | 0.01 | |||||||||||
Acquisition-related expenses | 0.04 | — | 0.04 | — | |||||||||||
Tax impact of acquisition(1) | 0.11 | — | 0.11 | — | |||||||||||
Stock-based compensation | 0.13 | 0.09 | 0.45 | 0.42 | |||||||||||
Tax impact of stock-based compensation(2) | — | — | — | — | |||||||||||
Amortization of acquired intangible assets(3) | — | — | 0.01 | 0.01 | |||||||||||
Non-GAAP net loss per share, basic and diluted | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.42 | ) | $ | (0.94 | ) | |||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 97,738 | 92,187 | 96,014 | 53,669 | |||||||||||
Pro forma adjustment to reflect the assumed conversion of our convertible redeemable preferred stock as of the beginning of the period | — | — | — | 31,107 | |||||||||||
Weighted-average shares used to compute pro forma non-GAAP net loss per share, basic and diluted | 97,738 | 92,187 | 96,014 | 84,776 | |||||||||||
Pro forma non-GAAP net loss per share, basic and diluted | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.42 | ) | $ | (0.59 | ) |
Non-GAAP Gross Profit and Non-GAAP Gross Margin | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Gross profit | $ | 78,620 | $ | 62,822 | $ | 293,768 | $ | 224,193 | |||||||
Stock-based compensation | 729 | 824 | 2,817 | 1,707 | |||||||||||
Amortization of acquired intangible assets | 193 | 150 | 620 | 603 | |||||||||||
Non-GAAP gross profit | $ | 79,542 | $ | 63,796 | $ | 297,205 | $ | 226,503 | |||||||
Gross margin | 81 | % | 84 | % | 83 | % | 84 | % | |||||||
Non-GAAP gross margin | 82 | % | 85 | % | 84 | % | 85 | % |
Non-GAAP Sales and Marketing Expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Sales and marketing expense | $ | 62,632 | $ | 47,380 | $ | 228,035 | $ | 173,344 | |||||||
Less: Stock-based compensation | 4,930 | 2,927 | 16,032 | 6,911 | |||||||||||
Non-GAAP sales and marketing expense | $ | 57,702 | $ | 44,453 | $ | 212,003 | $ | 166,433 | |||||||
Non-GAAP sales and marketing expense % of revenue | 59 | % | 59 | % | 60 | % | 62 | % |
Non-GAAP Research and Development Expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Research and development expense | $ | 22,668 | $ | 21,169 | $ | 87,064 | $ | 76,698 | |||||||
Less: Stock-based compensation | 2,316 | 2,210 | 8,911 | 5,804 | |||||||||||
Non-GAAP research and development expense | $ | 20,352 | $ | 18,959 | $ | 78,153 | $ | 70,894 | |||||||
Non-GAAP research and development expense % of revenue | 21 | % | 25 | % | 22 | % | 27 | % |
Non-GAAP General and Administrative Expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(dollars in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
General and administrative expense | $ | 20,873 | $ | 13,864 | $ | 69,468 | $ | 46,732 | |||||||
Less: Stock-based compensation | 4,277 | 2,708 | 15,683 | 8,453 | |||||||||||
Less: Acquisition-related expenses | 3,970 | — | 3,970 | — | |||||||||||
Non-GAAP general and administrative expense | $ | 12,626 | $ | 11,156 | $ | 49,815 | $ | 38,279 | |||||||
Non-GAAP general and administrative expense % of revenue | 13 | % | 15 | % | 14 | % | 14 | % |
Forecasted Non-GAAP Loss from Operations | Three Months Ended March 31, 2020 | Year Ended December 31, 2020 | |||||||||||||
(in millions) | Low | High | Low | High | |||||||||||
Forecasted loss from operations | $ | (31.6 | ) | $ | (30.6 | ) | $ | (100.3 | ) | $ | (95.3 | ) | |||
Forecasted stock-based compensation | 13.0 | 13.0 | 60.0 | 60.0 | |||||||||||
Forecasted amortization of acquired intangible assets | 0.6 | 0.6 | 2.3 | 2.3 | |||||||||||
Forecasted non-GAAP loss from operations | $ | (18.0 | ) | $ | (17.0 | ) | $ | (38.0 | ) | $ | (33.0 | ) |
Forecasted Non-GAAP Net Loss and Non-GAAP Net Loss Per Share | Three Months Ended March 31, 2020 | Year Ended December 31, 2020 | |||||||||||||
(in millions, except per share data) | Low | High | Low | High | |||||||||||
Forecasted net loss | $ | (32.9 | ) | $ | (31.9 | ) | $ | (104.3 | ) | $ | (99.3 | ) | |||
Forecasted stock-based compensation | 13.0 | 13.0 | 60.0 | 60.0 | |||||||||||
Tax impact of stock-based compensation | 0.3 | 0.3 | 1.0 | 1.0 | |||||||||||
Forecasted amortization of acquired intangible assets | 0.6 | 0.6 | 2.3 | 2.3 | |||||||||||
Forecasted non-GAAP net loss | $ | (19.0 | ) | $ | (18.0 | ) | $ | (41.0 | ) | $ | (36.0 | ) | |||
Forecasted net loss per share, basic and diluted | $ | (0.33 | ) | $ | (0.32 | ) | $ | (1.04 | ) | $ | (0.99 | ) | |||
Forecasted stock-based compensation | 0.13 | 0.13 | 0.60 | 0.60 | |||||||||||
Tax impact of stock-based compensation | — | — | 0.01 | 0.01 | |||||||||||
Forecasted amortization of acquired intangible assets | 0.01 | 0.01 | 0.02 | 0.02 | |||||||||||
Forecasted Non-GAAP net loss per share, basic and diluted | $ | (0.19 | ) | $ | (0.18 | ) | $ | (0.41 | ) | $ | (0.36 | ) | |||
Forecasted weighted-average shares used to compute net loss per share, basic and diluted | 98.7 | 98.7 | 100.1 | 100.1 |