SEC Filing - Tenable, Inc.

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tenb-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________


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

For the Quarterly Period Ended June 30, 2021


☐			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)

6100 Merriweather Drive, Columbia, Maryland 21044

(Address of principal executive offices, including zip code)

(410) 872-0555

(Registrant’s telephone number, including area code)

__________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TENB	The Nasdaq Stock Market LLC

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ 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

☒

Accelerated filer

☐

Non-accelerated filer

☐

Emerging growth company

☐

Smaller reporting company

☐

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. ☐

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

The number of shares of the Registrant's common stock outstanding as of July 26, 2021 was 106,578,737.

TENABLE HOLDINGS, INC.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Loss	5
	Consolidated Statements of Stockholders' Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
	1. Business and Summary of Significant Accounting Policies	8
	2. Revenue	9
	3. Cash Equivalents and Short-Term Investments	10
	4. Fair Value Measurements	11
	5. Property and Equipment, Net	12
	6. Acquisition, Goodwill and Acquired Intangible Assets	12
	7. Leases	14
	8. Debt	15
	9. Stock-Based Compensation	15
	10. Net Loss Per Share	17
	11. Income Taxes	17
	12. Geographic Information	17
	13. Subsequent Events	18

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 6.	Exhibits	65
	Signatures	66

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TENABLE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2021		December 31, 2020
(in thousands, except per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	135,927	$	178,223
Short-term investments	125,111		113,623
Accounts receivable (net of allowance for doubtful accounts of $240 and $261 at June 30, 2021 and December 31, 2020, respectively)	100,483		115,342
Deferred commissions	32,686		32,143
Prepaid expenses and other current assets	42,255		44,462
Total current assets	436,462		483,793
Property and equipment, net	37,407		38,920
Deferred commissions (net of current portion)	45,811		46,733
Operating lease right-of-use assets	37,299		39,426
Acquired intangible assets, net	42,610		13,193
Goodwill	126,705		54,414
Other assets	18,473		14,110
Total assets	$	744,767	$	690,589

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	11,992	$	5,731
Accrued compensation	35,901		35,509
Deferred revenue	334,106		328,819
Operating lease liabilities	5,355		3,815
Other current liabilities	274		1,028
Total current liabilities	387,628		374,902
Deferred revenue (net of current portion)	110,768		105,691
Operating lease liabilities (net of current portion)	52,028		54,529
Other liabilities	8,888		4,802
Total liabilities	559,312		539,924

Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 106,510 and 103,715 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively)	1,065		1,037
Additional paid-in capital	811,644		757,470
Accumulated other comprehensive (loss) income	(16)		10
Accumulated deficit	(627,238)		(607,852)
Total stockholders’ equity	185,455		150,665
Total liabilities and stockholders’ equity	$	744,767	$	690,589

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

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2021		2020		2021		2020
Revenue	$	130,259	$	107,209	$	253,448	$	209,857
Cost of revenue	26,425		19,142		48,498		37,843
Gross profit	103,834		88,067		204,950		172,014
Operating expenses:
Sales and marketing	65,678		55,443		124,313		115,298
Research and development	28,201		25,310		55,039		52,141
General and administrative	21,836		17,879		43,281		36,812
Total operating expenses	115,715		98,632		222,633		204,251
Loss from operations	(11,881)		(10,565)		(17,683)		(32,237)
Interest (expense) income, net	(42)		455		(70)		1,189
Other expense, net	(471)		(298)		(537)		(1,258)
Loss before income taxes	(12,394)		(10,408)		(18,290)		(32,306)
(Benefit) provision for income taxes	(756)		1,552		1,096		2,631
Net loss	$	(11,638)	$	(11,960)	$	(19,386)	$	(34,937)

Net loss per share, basic and diluted	$	(0.11)	$	(0.12)	$	(0.18)	$	(0.35)
Weighted-average shares used to compute net loss per share, basic and diluted	105,869		100,209		105,203		99,532

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

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Net loss	$	(11,638)	$	(11,960)	$	(19,386)	$	(34,937)
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on available-for-sale securities	(24)		(14)		(26)		99
Other comprehensive (loss) income	(24)		(14)		(26)		99
Comprehensive loss	$	(11,662)	$	(11,974)	$	(19,412)	$	(34,838)

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

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TENABLE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity
	Common Stock							Accumulated Deficit
(in thousands)	Shares	Amount
Balance at March 31, 2021	105,513	$	1,055	$	786,476	$	8	$	(615,600)	$	171,939
Exercise of stock options	605	6		4,683		—		—		4,689
Vesting of restricted stock units	392	4		(4)		—		—		—

Stock-based compensation	—	—		20,489		—		—		20,489
Other comprehensive loss	—	—		—		(24)		—		(24)
Net loss	—	—		—		—		(11,638)		(11,638)
Balance at June 30, 2021	106,510	$	1,065	$	811,644	$	(16)	$	(627,238)	$	185,455

Balance at December 31, 2020	103,715	$	1,037	$	757,470	$	10	$	(607,852)	$	150,665
Exercise of stock options	1,212	12		8,692		—		—		8,704
Vesting of restricted stock units	1,184	12		(12)		—		—		—
Issuance of common stock under employee stock purchase plan	399	4		8,042		—		—		8,046
Stock-based compensation	—	—		37,452		—		—		37,452
Other comprehensive loss	—	—		—		(26)		—		(26)
Net loss	—	—		—		—		(19,386)		(19,386)
Balance at June 30, 2021	106,510	$	1,065	$	811,644	$	(16)	$	(627,238)	$	185,455

Balance at March 31, 2020	100,003	$	1,000	$	687,311	$	163	$	(588,098)	$	100,376
Exercise of stock options	959	10		6,986		—		—		6,996
Vesting of restricted stock units	165	1		(1)		—		—		—

Stock-based compensation	—	—		15,770		—		—		15,770
Other comprehensive loss	—	—		—		(14)		—		(14)
Net loss	—	—		—		—		(11,960)		(11,960)
Balance at June 30, 2020	101,127	$	1,011	$	710,066	$	149	$	(600,058)	$	111,168

Balance at December 31, 2019	98,587	$	986	$	662,990	$	50	$	(565,121)	$	98,905
Exercise of stock options	1,594	16		10,958		—		—		10,974
Vesting of restricted stock units	568	5		(5)		—		—		—
Issuance of common stock under employee stock purchase plan	378	4		7,303		—		—		7,307
Stock-based compensation	—	—		28,820		—		—		28,820
Other comprehensive income	—	—		—		99		—		99
Net loss	—	—		—		—		(34,937)		(34,937)
Balance at June 30, 2020	101,127	$	1,011	$	710,066	$	149	$	(600,058)	$	111,168

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)	2021		2020
Cash flows from operating activities:
Net loss	$	(19,386)	$	(34,937)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	6,807		5,268
Stock-based compensation	37,421		28,701
Other	(268)		606
Changes in operating assets and liabilities:
Accounts receivable	18,985		13,512
Prepaid expenses and other assets	5,077		7,173
Accounts payable, accrued expenses and accrued compensation	985		(8,297)
Deferred revenue	6,665		2,182
Other current and noncurrent liabilities	(1,126)		7,283
Net cash provided by operating activities	55,160		21,491

Cash flows from investing activities:
Purchases of property and equipment	(2,595)		(11,004)
Purchases of short-term investments	(87,624)		(91,908)
Sales and maturities of short-term investments	76,000		124,675
Business combination, net of cash acquired	(98,489)		—
Net cash (used in) provided by investing activities	(112,708)		21,763

Cash flows from financing activities:
Proceeds from loan agreement	—		2,000
Proceeds from stock issued in connection with the employee stock purchase plan	8,046		7,307
Proceeds from the exercise of stock options	8,704		10,974
Other financing activities	(5)		(8)
Net cash provided by financing activities	16,745		20,273
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(1,463)		(1,463)
Net (decrease) increase in cash and cash equivalents and restricted cash	(42,266)		62,064
Cash and cash equivalents and restricted cash at beginning of period	178,463		74,665
Cash and cash equivalents and restricted cash at end of period	$	136,197	$	136,729

Supplemental disclosure of cash flow information:
Cash paid for interest	$	150	$	16
Cash paid for income taxes, net of refunds	3,553		2,728
Supplemental cash flow information related to leases:
Cash payments for operating leases	$	2,555	$	2,595

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, measuring and comparing cybersecurity risk in the digital era. Our platform offerings provide broad visibility into security issues such as vulnerabilities, misconfigurations, internal and regulatory compliance violations and other indicators of the state of an organization’s security across IT infrastructure and applications, cloud environments and industrial internet of things and operational technology environments.

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 2020 Annual Report on Form 10-K ("10-K") filed with the Securities and Exchange Commission on February 23, 2021. The consolidated financial statements have been prepared on a basis consistent with the audited annual consolidated financial statements included in the 10-K 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, 2021 are not necessarily indicative of the operating results expected for the year ending December 31, 2021 or any other future period.

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, the useful lives of long-lived assets, the fair value of acquired intangible assets and deferred revenue, the valuation of stock-based compensation, including the estimated underlying fair value of our common stock prior to our IPO, the incremental borrowing rate for operating leases, 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.

Significant Accounting Policies

Our significant accounting policies are described in our 10-K. During the six months ended June 30, 2021, there were no material changes to our significant accounting policies other than those described below.

Revenue Recognition

Subscription Revenue

Subscription arrangements generally have annual or multi-year contractual terms and allow customers to use our software or cloud solutions. For our software subscriptions that are dependent on 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 through the contract period. For our software where the critical utility does not depend on ongoing updates, we separate the software license from the maintenance and support. We

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recognize revenue attributable to the license at the time of delivery and the revenue attributable to the maintenance and support ratably over the contract period.

Investments

We classify investments with original maturities of less than 90 days as cash and cash equivalents. Investments with original maturities greater than 90 days, including those we do not currently intend on selling within the next twelve months, are classified as short-term investments as they are available for use in our operations.

Recently Adopted Accounting Pronouncements

We adopted Accounting Standards Update ("ASU") No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, effective January 1, 2021. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements. This ASU eliminated previously allowed exceptions and clarified existing guidance in the accounting for income taxes, including in the areas of franchise taxes, the tax basis of goodwill and interim period effects of changes in tax laws.

2. Revenue

Disaggregation of Revenue

The following table presents a summary of revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Subscription revenue	$	114,167	$	92,010	$	221,569	$	178,400
Perpetual license and maintenance revenue	12,567		12,179		24,972		25,598
Professional services and other revenue	3,525		3,020		6,907		5,859
Revenue	$	130,259	$	107,209	$	253,448	$	209,857

Concentrations

We sell and market our products and services through our field sales force that works closely with our channel partners, which includes a network of distributors and resellers, in developing sales opportunities. We use a two-tiered channel model whereby we sell our products and services to our distributors, which in turn sell to resellers, which then sell to end-users. We derived 92% of revenue through our channel network in the three and six months ended June 30, 2021 and 91% of revenue in the three and six months ended June 30, 2020. One of our distributors accounted for 40% of revenue in the three and six months ended June 30, 2021 and 43% of revenue in the three and six months ended June 30, 2020. That same distributor accounted for 37% and 41% of accounts receivable at June 30, 2021 and December 31, 2020, respectively.

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 months ended June 30, 2021 and 2020 and the six months ended June 30, 2021 and 2020, we recognized revenue of $119.0 million, $99.5 million, $210.5 million and $175.0 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, 2021, the future estimated revenue related to unsatisfied performance obligations was $461.6 million, of which approximately 75% is expected to be recognized as revenue over the succeeding twelve months, and the remainder is expected to be recognized over the four years thereafter.

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Deferred Commissions

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Beginning balance	$	77,300	$	70,742	$	78,876	$	72,265
Capitalization of contract acquisition costs	10,222		8,892		17,446		15,013
Amortization of deferred contract acquisition costs	(9,025)		(7,866)		(17,825)		(15,510)
Ending balance	$	78,497	$	71,768	$	78,497	$	71,768

3. Cash Equivalents and Short-Term Investments

The following tables summarize the amortized cost, unrealized gain and loss and estimated fair value of cash equivalents and short-term investments:


	June 30, 2021
(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents
Money market funds	$	47,682	$	—	$	—	$	47,682

Total cash equivalents	$	47,682	$	—	$	—	$	47,682

Short-term investments

Commercial paper	$	79,725	$	—	$	—	$	79,725
Corporate bonds	12,682		1		(1)		12,682
Supranational bonds	13,198		—		(11)		13,187
U.S. Treasury and agency obligations	19,522		2		(7)		19,517
Total short-term investments	$	125,127	$	3	$	(19)	$	125,111


	December 31, 2020
(in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Cash equivalents
Money market funds	$	44,153	$	—	$	—	$	44,153
Commercial paper	4,500		—		—		4,500
Total cash equivalents	$	48,653	$	—	$	—	$	48,653

Short-term investments
Commercial paper	$	71,425	$	—	$	—	$	71,425
Corporate bonds	4,502		3		—		4,505
U.S. Treasury and agency obligations	37,686		7		—		37,693
Total short-term investments	$	113,613	$	10	$	—	$	113,623

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The contractual maturities of our short-term investments are as follows:


	June 30, 2021
(in thousands)	Amortized Cost		Estimated Fair Value
Due within one year	$	102,583	$	102,584
Due between one and two years	22,544		22,527
Total short-term investments	$	125,127	$	125,111

At June 30, 2021, cash and cash equivalents included $5.8 million of restricted cash primarily related to collateral for our outstanding letters of credit. At December 31, 2020, cash and cash equivalents included $0.4 million of restricted cash related to collateral for a lease and credit card deposits. At June 30, 2021 and December 31, 2020, cash and cash equivalents excluded $0.3 million and $0.2 million, respectively, of restricted cash related to an account established as collateral for a lease arrangement, which is included in other assets on the consolidated balance sheets.

4. Fair Value Measurements

We measure certain financial instruments at fair value using a fair value hierarchy. In the hierarchy, assets are classified based on the lowest level inputs used in valuation into the following categories:

•Level 1 — Quoted prices in active markets for identical assets and liabilities;

•Level 2 — Observable inputs including quoted market prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets, or inputs that are corroborated by observable market data; and

•Level 3 — Unobservable inputs.

The following tables summarize assets that are measured at fair value on a recurring basis:


	June 30, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	47,682	$	—	$	—	$	47,682

Total cash equivalents	$	47,682	$	—	$	—	$	47,682

Short-term investments

Commercial paper	$	—	$	79,725	$	—	$	79,725
Corporate bonds	—		12,682		—		12,682
Supranational bonds	—		13,187		—		13,187
U.S. Treasury and agency obligations	—		19,517		—		19,517
Total short-term investments	$	—	$	125,111	$	—	$	125,111

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	December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	44,153	$	—	$	—	$	44,153
Commercial paper	—		4,500		—		4,500
Total cash equivalents	$	44,153	$	4,500	$	—	$	48,653

Short-term investments
Commercial paper	$	—	$	71,425	$	—	$	71,425
Corporate bonds	—		4,505		—		4,505
U.S. Treasury and agency obligations	—		37,693		—		37,693
Total short-term investments	$	—	$	113,623	$	—	$	113,623

We did not have any liabilities measured and recorded at fair value at June 30, 2021 or December 31, 2020.

5. Property and Equipment, Net

Property and equipment, net consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Computer software and equipment	$	24,677	$	22,930
Furniture and fixtures	6,033		6,011
Leasehold improvements	27,229		26,210
Right-of-use assets under finance leases	1,344		1,571
Total	59,283		56,722
Less: accumulated depreciation and amortization	(21,876)		(17,802)
Property and equipment, net	$	37,407	$	38,920

Depreciation and amortization related to property and equipment was $2.5 million, $2.0 million, $4.7 million and $4.0 million in the three months ended June 30, 2021 and 2020 and the six months ended June 30, 2021 and 2020, respectively.

6. Acquisition, Goodwill and Acquired Intangible Assets

Business Combination

In April 2021, we acquired Alsid SAS ("Alsid"), which expanded our product offerings to include active directory security. Active directory is the basis for managing user permissions across on-premises and hybrid cloud deployments and is foundational to the security of cloud workloads, security remote work, and adopting zero trust architectures. Through a share purchase agreement, we acquired 100% of Alsid's equity in exchange for cash consideration of $98.5 million, net of cash acquired of $3.3 million.

When determining the fair value of assets acquired and liabilities assumed, a non-recurring level 3 fair value measurement, we make estimates and assumptions, especially with respect to intangible assets such as our identified acquired technology and trade name intangible assets. We determined the fair value of our acquired technology using the multi-period excess earnings method, a form of the income approach. Estimates in valuing identifiable intangible assets include, but are not limited to, projected revenue growth rates, future expected operating expenses, obsolescence projections and an appropriate discount rate. Our estimate of fair value is based upon assumptions we believe to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the

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measurement period, we may make adjustments to the fair value of assets acquired and liabilities assumed, with offsetting adjustments to goodwill. Any adjustments made after the measurement period will be reflected in the consolidated statements of operations. We are still finalizing the allocation of the purchase price, which may change as additional information becomes available related to acquired intangible assets, deferred revenue, income taxes and any working capital adjustments.

The cash consideration, net of cash acquired, was preliminarily allocated as follows:


(in thousands)
Accounts receivable	$	4,105
Prepaid expenses and other assets	2,304
Intangible assets	31,400
Goodwill	72,291
Accounts payable, accrued expenses and accrued compensation	(3,794)
Deferred revenue	(3,699)
Deferred tax liabilities, net	(4,118)
Total purchase price allocation	$	98,489

Acquired intangible assets and their estimated useful lives at the date of acquisition are as follows:


	Intangible Assets
(dollars in thousands)	Cost		Estimated Useful Life
Acquired technology	$	31,300	7 years
Trade name	100		1 year
Acquired intangible assets	$	31,400

The results of operations of Alsid are included in our consolidated statements of operations from the acquisition date and were not material. Pro forma results of operations are not presented as they are not material to the consolidated statements of operations.

In general and administrative expense, we recognized $1.5 million and $3.7 million in acquisition-related transaction costs in the three and six months ended June 30, 2021, respectively.

Goodwill and Acquired Intangible Assets

The changes in the carrying amount of goodwill are as follows:


(in thousands)
Balance at December 31, 2020	$	54,414
Acquired goodwill	72,291
Balance at June 30, 2021	$	126,705

The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. The acquired goodwill reflects the synergies we expect from marketing and selling new capabilities from Alsid to our customers. None of the acquired goodwill is tax deductible.

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Acquired intangible assets subject to amortization are as follows:


	June 30, 2021						December 31, 2020
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Acquired technology	$	48,625	$	(6,138)	$	42,487	$	17,325	$	(4,224)	$	13,101
Trade name	300		(177)		123		200		(108)		92
	$	48,925	$	(6,315)	$	42,610	$	17,525	$	(4,332)	$	13,193

Amortization of acquired intangible assets was $1.4 million, $0.6 million, $2.0 million and $1.2 million in the three months ended June 30, 2021 and 2020 and the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021, our acquired intangible assets are expected to be amortized over an estimated weighted average period of 6.4 years.

At June 30, 2021, estimated future amortization of acquired intangible assets is as follows:


(in thousands)
Year ending December 31,
2021(1)	$	3,435
2022	6,718
2023	6,686
2024	6,686
2025	6,686
Thereafter	12,399
Total	$	42,610

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(1) Represents the six months ending December 31, 2021.

7. Leases

We have operating leases for office facilities and finance leases for office equipment. The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Operating lease cost	$	1,907	$	2,327	$	3,776	$	4,811

Finance lease cost
Amortization of ROU assets	$	2	$	76	$	4	$	186
Interest on lease liabilities	2		1		3		3
Total finance lease cost	$	4	$	77	$	7	$	189

Rent expense for short-term leases in the three and six months ended June 30, 2021 and 2020 was not material.

Supplemental information related to leases was as follows:


	June 30, 2021	December 31, 2020
Operating leases
Weighted average remaining lease term	9.9 years	10.0 years
Weighted average discount rate	5.6%	5.6%

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In the three and six months ended June 30, 2021, we did not obtain any right of use assets in exchange for lease liabilities. During the three and six months ended June 30, 2020, we obtained $0.7 million of right of use assets related to operating lease liabilities.

Maturities of operating lease liabilities at June 30, 2021 were as follows:


(in thousands)
Year ending December 31,
2021(1)	$	1,419
2022	8,017
2023	7,689
2024	7,843
2025	7,405
Thereafter	44,499
Total lease payments	76,872
Less: Imputed interest	(19,489)

Total	$	57,383

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(1) Represents the six months ending December 31, 2021.

8. Debt

In July 2020, we entered into a $45.0 million senior secured credit facility (“2020 Credit Facility”) with Silicon Valley Bank in connection with the expiration of our $25.0 million revolving credit facility. The 2020 Credit Facility bears interest at either LIBOR plus 2%, with a 1% LIBOR floor, or the base rate plus 1%, and terminates on July 24, 2022. A commitment fee of 0.35% per annum is payable quarterly in arrears based on the unused portion. The obligations under the 2020 Credit Facility are secured by a lien on our tangible and intangible property except intellectual property and certain subsidiaries and by a pledge of all of the equity interests of our material direct and indirect domestic subsidiaries and 65% of each class of capital stock of any material first-tier foreign subsidiaries, subject to limited exceptions. The 2020 Credit Facility includes a $45.0 million uncommitted expansion, as well as a $10.0 million sublimit for the issuance of letters of credit and a swingline sub-facility of up to $10.0 million, and has a financial covenant requiring a minimum consolidated quick ratio of at least 1.5:1.0 on the last day of each quarter.

During the six months ended June 30, 2021, there were no amounts outstanding under our 2020 Credit Facility. At June 30, 2021, we were in compliance with the financial covenant and our borrowing capacity was reduced by $5.5 million related to standby letters of credit.

In July 2021, the 2020 Credit Facility was terminated. See Note 13 for additional information.

9. Stock-Based Compensation

At June 30, 2021, there were 20,239,030 shares available for grant under our 2018 Equity Incentive Plan.

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Cost of revenue	$	1,202	$	830	$	2,139	$	1,577
Sales and marketing	7,577		5,375		13,873		9,871
Research and development	5,176		3,893		9,332		6,841
General and administrative	6,514		5,568		12,077		10,412
Total stock-based compensation expense	$	20,469	$	15,666	$	37,421	$	28,701

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At June 30, 2021, the unrecognized stock-based compensation expense related to unvested restricted stock units ("RSUs") was $196.9 million, which is expected to be recognized over an estimated remaining weighted average period of 3.1 years.

At June 30, 2021, the unrecognized stock-based compensation expense related to outstanding stock options was $6.0 million, which is expected to be recognized over an estimated remaining weighted average period of 0.9 years.

Restricted Stock and RSUs

A summary of our restricted stock and RSU activity is presented below:


	Restricted Stock			RSUs
(in thousands, except for per share data)	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested balance at December 31, 2020	99	$	4.25	4,490	$	28.13
Granted	—	—		3,099	42.18
Vested	(99)	4.25		(1,184)	27.95
Forfeited	—	—		(353)	31.26
Unvested balance at June 30, 2021	—	—		6,052	35.18

Stock Options

A summary of our stock option activity is presented below:

(in thousands, except for exercise prices and years)

Number
of Shares

Weighted
Average
Exercise Price

Weighted-Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value