|
|
|
(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 April 28, 2020, formatted in Inline XBRL.
|
TENABLE HOLDINGS, INC.
|
|||
Date:
|
April 28, 2020
|
By:
|
/s/ Stephen A. Riddick
|
Stephen A. Riddick
|
|||
General Counsel and Corporate Secretary
|
•
|
Added
319
new enterprise platform customers and
24
net new six-figure customers
|
•
|
Revenue of
$102.6 million
,
up
28%
year-over-year
|
•
|
Net cash provided by operating activities of
$4.5 million
|
•
|
Free cash flow of
$3.9 million
, which is our first quarter of positive free cash flow as a public company
|
•
|
Revenue was
$102.6 million
, representing a
28%
increase
year-over-year.
|
•
|
Calculated current billings was
$99.2 million
, representing a
22%
increase
year-over-year.
|
•
|
GAAP loss from operations was
$21.7 million
, compared to a loss of
$22.7 million
in the
first
quarter of
2019
.
|
•
|
Non-GAAP loss from operations was
$7.7 million
, compared to a loss of
$13.2 million
in the
first
quarter of
2019
.
|
•
|
GAAP net loss was
$23.0 million
, compared to a loss of
$21.4 million
in the
first
quarter of
2019
.
|
•
|
GAAP net loss per share was
$0.23
, consistent with the
first
quarter of
2019
.
|
•
|
Non-GAAP net loss was
$8.8 million
, compared to a loss of
$12.6 million
in the
first
quarter of
2019
.
|
•
|
Non-GAAP net loss per share was
$0.09
, compared to a loss per share of
$0.13
in the
first
quarter of
2019
.
|
•
|
Cash and cash equivalents and short-term investments were
$226.7 million
at
March 31, 2020
, compared to
$212.3 million
at
December 31, 2019
.
|
•
|
Net cash provided by operating activities was
$4.5 million
, compared to
$0.9 million
net cash used in operating activities in the
first
quarter of
2019
.
|
•
|
Free cash flow was
$3.9 million
, compared to
$(3.2) million
in the
first
quarter of
2019
.
|
•
|
Both cash flows from operating activities and free cash flow included a reduction related to employee stock purchase plan activity of
$3.7 million
and
$4.9 million
in the
first
quarter of
2020
and
2019
, respectively. The
first
quarter of
2020
also included
$0.7 million
of acquisition-related payments for Indegy and
$0.1 million
of capital expenditures for our new headquarters.
|
•
|
Added
319
new enterprise platform customers and
24
net new six-figure customers.
|
•
|
Unveiled new Tenable.io
®
Web Application Scanning product enhancements to help enterprises secure the web applications that power the digital economy and represent the most common cyber attack threat they face.
|
•
|
In response to the COVID-19 crisis, Tenable launched a program designed to help customers secure their remote workforces:
|
◦
|
Extended all Tenable.io licenses to cover additional assets through June 15 to assist with remote workforce transition.
|
◦
|
Offered Tenable.io licenses with agent scanning to Tenable.sc™ and Nessus
®
customers through June 15.
|
◦
|
Coordinated weekly virtual webinars with Tenable’s principal engineers which included tips on how to set up agent scanning, deployment best practices and live Q&A with experts to help address specific queries.
|
•
|
Revenue in the range of $101.0 million to $103.0 million.
|
•
|
Non-GAAP loss from operations in the range of
$5.5 million
to
$3.5 million
.
|
•
|
Non-GAAP net loss in the range of
$6.0 million
to
$4.0 million
.
|
•
|
Non-GAAP net loss per share in the range of $0.06 to $0.04.
|
•
|
99.8 million
basic weighted average shares outstanding.
|
Three Months Ended March 31,
|
|||||||
(in thousands, except per share data)
|
2020
|
2019
|
|||||
Revenue
|
$
|
102,648
|
|
$
|
80,301
|
|
|
Cost of revenue
(1)
|
18,701
|
|
13,226
|
|
|||
Gross profit
|
83,947
|
|
67,075
|
|
|||
Operating expenses:
|
|||||||
Sales and marketing
(1)
|
59,855
|
|
52,689
|
|
|||
Research and development
(1)
|
26,831
|
|
21,935
|
|
|||
General and administrative
(1)
|
18,933
|
|
15,136
|
|
|||
Total operating expenses
|
105,619
|
|
89,760
|
|
|||
Loss from operations
|
(21,672
|
)
|
(22,685
|
)
|
|||
Interest income, net
|
734
|
|
1,556
|
|
|||
Other expense, net
|
(960
|
)
|
(214
|
)
|
|||
Loss before income taxes
|
(21,898
|
)
|
(21,343
|
)
|
|||
Provision for income taxes
|
1,079
|
|
97
|
|
|||
Net loss
|
$
|
(22,977
|
)
|
$
|
(21,440
|
)
|
|
Net loss per share, basic and diluted
|
$
|
(0.23
|
)
|
$
|
(0.23
|
)
|
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
98,855
|
|
93,738
|
|
Three Months Ended March 31,
|
|||||||
2020
|
2019
|
||||||
Cost of revenue
|
$
|
747
|
|
$
|
652
|
|
|
Sales and marketing
|
4,496
|
|
3,366
|
|
|||
Research and development
|
2,948
|
|
2,030
|
|
|||
General and administrative
|
4,844
|
|
3,271
|
|
|||
Total stock-based compensation
|
$
|
13,035
|
|
$
|
9,319
|
|
March 31, 2020
|
December 31, 2019
|
||||||
(in thousands, except per share data)
|
(unaudited)
|
||||||
Assets
|
|||||||
Current assets:
|
|||||||
Cash and cash equivalents
|
$
|
107,769
|
|
$
|
74,363
|
|
|
Short-term investments
|
118,924
|
|
137,904
|
|
|||
Accounts receivable (net of allowance for doubtful accounts of $399 and $764 at March 31, 2020 and December 31, 2019, respectively)
|
74,378
|
|
94,827
|
|
|||
Deferred commissions
|
28,751
|
|
28,499
|
|
|||
Prepaid expenses and other current assets
|
25,632
|
|
27,369
|
|
|||
Total current assets
|
355,454
|
|
362,962
|
|
|||
Property and equipment, net
|
30,534
|
|
26,847
|
|
|||
Deferred commissions (net of current portion)
|
41,991
|
|
43,766
|
|
|||
Operating lease right-of-use assets
|
41,283
|
|
42,847
|
|
|||
Intangible assets, net
|
14,929
|
|
15,508
|
|
|||
Goodwill
|
54,138
|
|
54,138
|
|
|||
Other assets
|
11,245
|
|
12,544
|
|
|||
Total assets
|
$
|
549,574
|
|
$
|
558,612
|
|
|
Liabilities and Stockholders’ Equity
|
|||||||
Current liabilities:
|
|||||||
Accounts payable
|
$
|
4,404
|
|
$
|
1,732
|
|
|
Accrued expenses
|
14,536
|
|
8,436
|
|
|||
Accrued compensation
|
23,357
|
|
36,634
|
|
|||
Deferred revenue
|
270,916
|
|
274,348
|
|
|||
Operating lease liabilities
|
4,866
|
|
5,209
|
|
|||
Other current liabilities
|
750
|
|
1,284
|
|
|||
Total current liabilities
|
318,829
|
|
327,643
|
|
|||
Deferred revenue (net of current portion)
|
87,175
|
|
88,779
|
|
|||
Operating lease liabilities (net of current portion)
|
40,301
|
|
40,663
|
|
|||
Other liabilities
|
2,893
|
|
2,622
|
|
|||
Total liabilities
|
449,198
|
|
459,707
|
|
|||
Stockholders’ equity:
|
|||||||
Common stock (par value: $0.01; 500,000 shares authorized; 100,003 and 98,587 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively)
|
1,000
|
|
986
|
|
|||
Additional paid-in capital
|
687,311
|
|
662,990
|
|
|||
Accumulated other comprehensive income
|
163
|
|
50
|
|
|||
Accumulated deficit
|
(588,098
|
)
|
(565,121
|
)
|
|||
Total stockholders’ equity
|
100,376
|
|
98,905
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
549,574
|
|
$
|
558,612
|
|
Three Months Ended March 31,
|
|||||||
(in thousands)
|
2020
|
2019
|
|||||
Cash flows from operating activities:
|
|||||||
Net loss
|
$
|
(22,977
|
)
|
$
|
(21,440
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|||||||
Depreciation and amortization
|
2,678
|
|
1,622
|
|
|||
Stock-based compensation
|
13,035
|
|
9,319
|
|
|||
Deferred income taxes
|
41
|
|
—
|
|
|||
Other
|
474
|
|
(284
|
)
|
|||
Changes in operating assets and liabilities:
|
|||||||
Accounts receivable
|
20,813
|
|
11,104
|
|
|||
Prepaid expenses and other current assets
|
1,663
|
|
1,374
|
|
|||
Deferred commissions
|
1,523
|
|
(377
|
)
|
|||
Other assets
|
2,155
|
|
54
|
|
|||
Accounts payable and accrued expenses
|
3,669
|
|
3,372
|
|
|||
Accrued compensation
|
(13,277
|
)
|
(7,233
|
)
|
|||
Deferred revenue
|
(5,036
|
)
|
2,002
|
|
|||
Other current liabilities
|
(535
|
)
|
(429
|
)
|
|||
Other liabilities
|
266
|
|
42
|
|
|||
Net cash provided by (used in) operating activities
|
4,492
|
|
(874
|
)
|
|||
Cash flows from investing activities:
|
|||||||
Purchases of property and equipment
|
(614
|
)
|
(2,306
|
)
|
|||
Purchases of short-term investments
|
(58,831
|
)
|
(53,915
|
)
|
|||
Sales and maturities of short-term investments
|
78,175
|
|
41,750
|
|
|||
Net cash provided by (used in) investing activities
|
18,730
|
|
(14,471
|
)
|
|||
Cash flows from financing activities:
|
|||||||
Principal payments under finance lease obligations
|
(4
|
)
|
(4
|
)
|
|||
Proceeds from stock issued in connection with the employee stock purchase plan
|
7,307
|
|
8,579
|
|
|||
Proceeds from the exercise of stock options
|
3,978
|
|
9,878
|
|
|||
Net cash provided by financing activities
|
11,281
|
|
18,453
|
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(1,097
|
)
|
(258
|
)
|
|||
Net increase in cash and cash equivalents and restricted cash
|
33,406
|
|
2,850
|
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
74,665
|
|
165,378
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
$
|
108,071
|
|
$
|
168,228
|
|
Revenue
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2020
|
2019
|
|||||
Subscription revenue
|
$
|
86,390
|
|
$
|
64,737
|
|
|
Perpetual license and maintenance revenue
|
13,419
|
|
13,527
|
|
|||
Professional services and other revenue
|
2,839
|
|
2,037
|
|
|||
Revenue
(1)
|
$
|
102,648
|
|
$
|
80,301
|
|
Calculated Current Billings
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2020
|
2019
|
|||||
Revenue
|
$
|
102,648
|
|
$
|
80,301
|
|
|
Add: Deferred revenue (current), end of period
|
270,916
|
|
214,508
|
|
|||
Less: Deferred revenue (current), beginning of period
|
(274,348
|
)
|
(213,644
|
)
|
|||
Calculated current billings
|
$
|
99,216
|
|
$
|
81,165
|
|
Free Cash Flow
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2020
|
2019
|
|||||
Net cash provided by (used in) operating activities
|
$
|
4,492
|
|
$
|
(874
|
)
|
|
Purchases of property and equipment
|
(614
|
)
|
(2,306
|
)
|
|||
Free cash flow
(1)
|
$
|
3,878
|
|
$
|
(3,180
|
)
|
Non-GAAP Loss from Operations and Non-GAAP Operating Margin
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2020
|
2019
|
|||||
Loss from operations
|
$
|
(21,672
|
)
|
$
|
(22,685
|
)
|
|
Stock-based compensation
|
13,035
|
|
9,319
|
|
|||
Acquisition-related expenses
|
339
|
|
—
|
|
|||
Amortization of acquired intangible assets
|
579
|
|
151
|
|
|||
Non-GAAP loss from operations
|
$
|
(7,719
|
)
|
$
|
(13,215
|
)
|
|
Operating margin
|
(21
|
)%
|
(28
|
)%
|
|||
Non-GAAP operating margin
|
(8
|
)%
|
(16
|
)%
|
Non-GAAP Net Loss, Non-GAAP Net Loss Per Share and Non-GAAP Net Loss Per Share
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2020
|
2019
|
|||||
Net loss
|
$
|
(22,977
|
)
|
$
|
(21,440
|
)
|
|
Acquisition-related expenses
|
339
|
|
—
|
|
|||
Stock-based compensation
|
13,035
|
|
9,319
|
|
|||
Tax impact of stock-based compensation
(1)
|
198
|
|
(649
|
)
|
|||
Amortization of acquired intangible assets
(2)
|
579
|
|
151
|
|
|||
Non-GAAP net loss
|
$
|
(8,826
|
)
|
$
|
(12,619
|
)
|
|
Net loss per share, basic and diluted
|
$
|
(0.23
|
)
|
$
|
(0.23
|
)
|
|
Acquisition-related expenses
|
—
|
|
—
|
|
|||
Stock-based compensation
|
0.13
|
|
0.10
|
|
|||
Tax impact of stock-based compensation
(1)
|
—
|
|
—
|
|
|||
Amortization of acquired intangible assets
(2)
|
0.01
|
|
—
|
|
|||
Non-GAAP net loss per share, basic and diluted
|
$
|
(0.09
|
)
|
$
|
(0.13
|
)
|
|
Weighted-average shares used to compute non-GAAP net loss per share, basic and diluted
|
98,855
|
93,738
|
Non-GAAP Gross Profit and Non-GAAP Gross Margin
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2020
|
2019
|
|||||
Gross profit
|
$
|
83,947
|
|
$
|
67,075
|
|
|
Stock-based compensation
|
747
|
|
652
|
|
|||
Amortization of acquired intangible assets
|
579
|
|
151
|
|
|||
Non-GAAP gross profit
|
$
|
85,273
|
|
$
|
67,878
|
|
|
Gross margin
|
82
|
%
|
84
|
%
|
|||
Non-GAAP gross margin
|
83
|
%
|
85
|
%
|
Non-GAAP Sales and Marketing Expense
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2020
|
2019
|
|||||
Sales and marketing expense
|
$
|
59,855
|
|
$
|
52,689
|
|
|
Less: Stock-based compensation
|
4,496
|
|
3,366
|
|
|||
Non-GAAP sales and marketing expense
|
$
|
55,359
|
|
$
|
49,323
|
|
|
Non-GAAP sales and marketing expense as % of revenue
|
54
|
%
|
61
|
%
|
Non-GAAP Research and Development Expense
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2020
|
2019
|
|||||
Research and development expense
|
$
|
26,831
|
|
$
|
21,935
|
|
|
Less: Stock-based compensation
|
2,948
|
|
2,030
|
|
|||
Non-GAAP research and development expense
|
$
|
23,883
|
|
$
|
19,905
|
|
|
Non-GAAP research and development expense as % of revenue
|
23
|
%
|
25
|
%
|
Non-GAAP General and Administrative Expense
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2020
|
2019
|
|||||
General and administrative expense
|
$
|
18,933
|
|
$
|
15,136
|
|
|
Less: Stock-based compensation
|
4,844
|
|
3,271
|
|
|||
Less: Acquisition-related expenses
|
339
|
|
—
|
|
|||
Non-GAAP general and administrative expense
|
$
|
13,750
|
|
$
|
11,865
|
|
|
Non-GAAP general and administrative expense as % of revenue
|
13
|
%
|
15
|
%
|
Forecasted Non-GAAP Loss from Operations
|
Three Months Ending
June 30, 2020 |
||||||
(in millions)
|
Low
|
High
|
|||||
Forecasted loss from operations
|
$
|
(22.3
|
)
|
$
|
(20.3
|
)
|
|
Forecasted stock-based compensation
|
16.2
|
|
16.2
|
|
|||
Forecasted amortization of acquired intangible assets
|
0.6
|
|
0.6
|
|
|||
Forecasted non-GAAP loss from operations
|
$
|
(5.5
|
)
|
$
|
(3.5
|
)
|
Forecasted Non-GAAP Net Loss and Non-GAAP Net Loss Per Share
|
Three Months Ending
June 30, 2020 |
||||||
(in millions, except per share data)
|
Low
|
High
|
|||||
Forecasted net loss
|
$
|
(23.2
|
)
|
$
|
(21.2
|
)
|
|
Forecasted stock-based compensation
|
16.2
|
|
16.2
|
|
|||
Tax impact of stock-based compensation
|
0.4
|
|
0.4
|
|
|||
Forecasted amortization of acquired intangible assets
|
0.6
|
|
0.6
|
|
|||
Forecasted non-GAAP net loss
|
$
|
(6.0
|
)
|
$
|
(4.0
|
)
|
|
Forecasted net loss per share, basic and diluted
|
$
|
(0.23
|
)
|
$
|
(0.21
|
)
|
|
Forecasted stock-based compensation
|
0.16
|
|
0.16
|
|
|||
Tax impact of stock-based compensation
|
—
|
|
—
|
|
|||
Forecasted amortization of acquired intangible assets
|
0.01
|
|
0.01
|
|
|||
Forecasted non-GAAP net loss per share, basic and diluted
|
$
|
(0.06
|
)
|
$
|
(0.04
|
)
|
|
Forecasted weighted-average shares used to compute net loss per share, basic and diluted
|
99.8
|
99.8
|