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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2025
__________________
TENABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________
| | | | | | | | |
| Delaware | 001-38600 | 47-5580846 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (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)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | 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)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 5, 2025, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.
The information in this Item 2.02 of this Current Report on 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 99.1 | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema 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 5, 2025, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | | |
| | TENABLE HOLDINGS, INC. |
| | |
| Date: | February 5, 2025 | By: | /s/ Michelle VonderHaar |
| | | Michelle VonderHaar |
| | | Chief Legal Officer and Corporate Secretary |
Tenable Announces Fourth Quarter and Full Year 2024 Financial Results
•Fourth quarter revenue of $235.7 million, up 11% year-over-year; full year revenue of $900.0 million, up 13% year-over-year.
•Fourth quarter calculated current billings of $302.2 million, up 11% year-over-year; full year calculated current billings of $969.5 million, up 11% year-over-year.
•Full year net cash provided by operating activities of $217.5 million; full year unlevered free cash flow of $237.8 million.
COLUMBIA, Maryland, February 5, 2025 — Tenable Holdings, Inc. (“Tenable”) (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter and year ended December 31, 2024.
"We are very pleased with the results for the quarter as we delivered better-than-expected CCB, revenue, operating income, EPS and unlevered free cash flow," said Steve Vintz, Co-CEO and CFO of Tenable. "Our outperformance was driven by strong traction in cloud and Tenable One as customers look to secure cloud and get a holistic view of their environment."
"We continue to drive incredible value for our customers resulting in a strong quarter for six-figure additions, many of which were Tenable One deals," said Mark Thurmond, Co-CEO and COO of Tenable. "We are winning marquee, large deals with our exposure management products and are laser focused on continuing to deliver on our customer-driven roadmap."
Fourth Quarter 2024 Financial Highlights
•Revenue was $235.7 million, an 11% increase year-over-year.
•Calculated current billings was $302.2 million, an 11% increase year-over-year.
•GAAP income from operations was $13.0 million, compared to a loss of $14.3 million in the fourth quarter of 2023.
•Non-GAAP income from operations was $59.4 million, compared to $36.1 million in the fourth quarter of 2023.
•GAAP net income was $1.9 million, compared to a loss of $21.6 million in the fourth quarter of 2023.
•GAAP diluted earnings per share was $0.02, compared to a loss per share of $0.19 in the fourth quarter of 2023.
•Non-GAAP net income was $50.7 million, compared to $30.2 million in the fourth quarter of 2023.
•Non-GAAP diluted earnings per share was $0.41, compared to $0.25 in the fourth quarter of 2023.
•Net cash provided by operating activities was $81.1 million, compared to $38.5 million in the fourth quarter of 2023.
•Unlevered free cash flow was $85.7 million, compared to $43.3 million in the fourth quarter of 2023.
•Repurchased 1.2 million shares of our common stock for $50.0 million.
Full Year 2024 Financial Highlights
•Revenue was $900.0 million, a 13% increase year-over-year.
•Calculated current billings was $969.5 million, an 11% increase year-over-year.
•GAAP loss from operations was $6.9 million, compared to $52.2 million in 2023.
•Non-GAAP income from operations was $184.1 million, compared to $121.0 million in 2023.
•GAAP net loss was $36.3 million, compared to $78.3 million in 2023.
•GAAP net loss per share was $0.31, compared to $0.68 in 2023.
•Non-GAAP net income was $158.6 million, compared to $97.2 million in 2023.
•Non-GAAP diluted earnings per share was $1.29, compared to $0.80 in 2023.
•Cash and cash equivalents and short-term investments were $577.2 million at December 31, 2024, compared to $474.0 million at December 31, 2023.
•Net cash provided by operating activities was $217.5 million, compared to $149.9 million in 2023.
•Unlevered free cash flow was $237.8 million, compared to $175.4 million in 2023.
•Repurchased 2.3 million shares of our common stock for $100.0 million.
Recent Business Highlights
•Added 485 new enterprise platform customers and 135 net new six-figure customers.
•Announced our intent to acquire exposure management company Vulcan Cyber Ltd., whose capabilities will augment our industry-leading Exposure Management platform, adding enhanced visibility, extended third-party data flows, superior risk prioritization, and optimized remediation.
•Launched Tenable Patch Management, an autonomous patch management solution built to quickly and effectively close vulnerability exposures.
•Integrated Tenable Vulnerability Intelligence into Tenable Security Center and enhanced the solution’s risk prioritization and web application scanning features to streamline vulnerability analysis and response.
•Published the 2024 Tenable Cloud Risk Report examining the critical risks at play in modern cloud environments. The report reflects findings by the Tenable Cloud Research team based on telemetry from millions of cloud resources across multiple public cloud repositories.
Financial Outlook
Our financial outlook excludes the impact of the potential acquisition of Vulcan Cyber, which we expect to close shortly.
For the first quarter of 2025, we currently expect:
•Revenue in the range of $232.0 million to $234.0 million.
•Non-GAAP income from operations in the range of $42.0 million to $44.0 million.
•Non-GAAP net income in the range of $35.0 million to $37.0 million, assuming interest income of $5.2 million, interest expense of $7.0 million and a provision for income taxes of $3.6 million.
•Non-GAAP diluted earnings per share in the range of $0.28 to $0.30.
•124.0 million diluted weighted average shares outstanding.
For the year ending December 31, 2025, we currently expect:
•Calculated current billings in the range of $1.040 billion to $1.055 billion.
•Revenue in the range of $971.0 million to $981.0 million.
•Non-GAAP income from operations in the range of $213.0 million to $223.0 million.
•Non-GAAP net income in the range of $189.0 million to $199.0 million, assuming interest income of $21.0 million, interest expense of $28.3 million and a provision for income taxes of $13.4 million.
•Non-GAAP diluted earnings per share in the range of $1.52 to $1.60.
•124.5 million diluted weighted average shares outstanding.
•Unlevered free cash flow in the range of $285.0 million to $295.0 million.
Conference Call Information
Tenable will host a conference call today, February 5, 2025, at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.
About Tenable
Tenable® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for approximately 44,000 customers around the globe. Learn more at tenable.com.
Contact Information
Investor Relations
investors@tenable.com
Media Relations
tenablepr@tenable.com
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our platform's ability to help protect enterprises from security exposure and streamline vulnerability analysis and response, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” "believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and other filings that we make from time to time with the SEC, which are available on the SEC's website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.
Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.
Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for
periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.
Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.
Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges to reorganize business operations. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.
Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net income (loss), excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.
Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.
Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.
TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| (in thousands, except per share data) | 2024 | | 2023 | | 2024 | | 2023 |
| Revenue | $ | 235,731 | | | $ | 213,306 | | | $ | 900,021 | | | $ | 798,710 | |
Cost of revenue(1) | 51,439 | | | 48,803 | | | 199,668 | | | 183,577 | |
| Gross profit | 184,292 | | | 164,503 | | | 700,353 | | | 615,133 | |
| Operating expenses: | | | | | | | |
Sales and marketing(1) | 95,348 | | | 103,700 | | | 395,385 | | | 393,450 | |
Research and development(1) | 44,728 | | | 40,083 | | | 181,624 | | | 153,163 | |
General and administrative(1) | 31,241 | | | 30,567 | | | 124,130 | | | 116,181 | |
| Restructuring | — | | | 4,499 | | | 6,070 | | | 4,499 | |
| Total operating expenses | 171,317 | | | 178,849 | | | 707,209 | | | 667,293 | |
| Income (loss) from operations | 12,975 | | | (14,346) | | | (6,856) | | | (52,160) | |
| Interest income | 5,738 | | | 5,377 | | | 23,325 | | | 24,700 | |
| Interest expense | (7,587) | | | (8,131) | | | (31,920) | | | (31,339) | |
| Other expense, net | (2,577) | | | (609) | | | (3,435) | | | (8,602) | |
| Income (loss) before income taxes | 8,549 | | | (17,709) | | | (18,886) | | | (67,401) | |
| Provision for income taxes | 6,681 | | | 3,939 | | | 17,415 | | | 10,883 | |
| Net income (loss) | $ | 1,868 | | | $ | (21,648) | | | $ | (36,301) | | | $ | (78,284) | |
| | | | | | | |
| Net earnings (loss) per share: | | | | | | | |
| Basic | $ | 0.02 | | | $ | (0.19) | | | $ | (0.31) | | | $ | (0.68) | |
| Diluted | $ | 0.02 | | | $ | (0.19) | | | $ | (0.31) | | | $ | (0.68) | |
| | | | | | | |
| Weighted-average shares used to compute net earnings (loss) per share: | | | | | | | |
| Basic | 119,748 | | | 116,717 | | | 118,789 | | | 115,408 | |
| Diluted | 123,853 | | | 116,717 | | | 118,789 | | | 115,408 | |
_______________
(1) Includes stock-based compensation as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Cost of revenue | $ | 3,191 | | | $ | 2,705 | | | $ | 12,677 | | | $ | 11,247 | |
| Sales and marketing | 15,210 | | | 14,700 | | | 62,727 | | | 61,322 | |
| Research and development | 12,261 | | | 9,354 | | | 47,656 | | | 37,225 | |
| General and administrative | 10,052 | | | 9,756 | | | 40,455 | | | 35,533 | |
| Total stock-based compensation | $ | 40,714 | | | $ | 36,515 | | | $ | 163,515 | | | $ | 145,327 | |
TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
| | | | | | | | | | | |
| December 31, |
| (in thousands, except per share data) | 2024 | | 2023 |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 328,647 | | | $ | 237,132 | |
Short-term investments | 248,547 | | | 236,840 | |
Accounts receivable (net of allowance for doubtful accounts of $525 and $470 at December 31, 2024 and 2023, respectively) | 258,734 | | | 220,060 | |
| Deferred commissions | 51,791 | | | 49,559 | |
| Prepaid expenses and other current assets | 53,026 | | | 61,882 | |
| Total current assets | 940,745 | | | 805,473 | |
| Property and equipment, net | 39,265 | | | 45,436 | |
| Deferred commissions (net of current portion) | 67,914 | | | 72,394 | |
| Operating lease right-of-use assets | 45,139 | | | 34,835 | |
| Acquired intangible assets, net | 94,461 | | | 107,017 | |
| Goodwill | 541,292 | | | 518,539 | |
| Other assets | 13,303 | | | 23,177 | |
| Total assets | $ | 1,742,119 | | | $ | 1,606,871 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 19,981 | | | $ | 16,941 | |
| Accrued compensation | 55,784 | | | 66,492 | |
| Deferred revenue | 650,372 | | | 580,779 | |
| Operating lease liabilities | 6,801 | | | 5,971 | |
| Other current liabilities | 5,154 | | | 5,655 | |
| Total current liabilities | 738,092 | | | 675,838 | |
| Deferred revenue (net of current portion) | 182,815 | | | 169,718 | |
| Term loan, net of issuance costs (net of current portion) | 356,705 | | | 359,281 | |
| Operating lease liabilities (net of current portion) | 56,224 | | | 48,058 | |
| Other liabilities | 8,329 | | | 7,632 | |
| Total liabilities | 1,342,165 | | | 1,260,527 | |
| Stockholders’ equity: | | | |
Common stock (par value: $0.01; 500,000 shares authorized, 122,371 and 117,504 shares issued at December 31, 2024 and 2023, respectively) | 1,224 | | | 1,175 | |
| Additional paid-in capital | 1,374,659 | | | 1,185,100 | |
Treasury stock (at cost: 2,673 and 356 shares at December 31, 2024 and 2023, respectively) | (114,911) | | | (14,934) | |
| Accumulated other comprehensive income | 318 | | | 38 | |
| Accumulated deficit | (861,336) | | | (825,035) | |
| Total stockholders’ equity | 399,954 | | | 346,344 | |
| Total liabilities and stockholders' equity | $ | 1,742,119 | | | $ | 1,606,871 | |
TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2024 | | 2023 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (36,301) | | | $ | (78,284) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Depreciation and amortization | 33,209 | | | 27,108 | |
| Stock-based compensation | 163,515 | | | 145,327 | |
| Net accretion of discounts and amortization of premiums on short-term investments | (7,595) | | | (8,323) | |
| Amortization of debt issuance costs | 1,353 | | | 1,267 | |
| (Gain) loss on other investments | (1,452) | | | 5,617 | |
| Restructuring | 4,528 | | | — | |
| Other | 6,507 | | | 2,179 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | (38,730) | | | (30,042) | |
| Prepaid expenses and other assets | 26,170 | | | 1,689 | |
| Accounts payable, accrued expenses and accrued compensation | (8,257) | | | 7,071 | |
| Deferred revenue | 82,581 | | | 81,755 | |
| Other current and noncurrent liabilities | (8,052) | | | (5,509) | |
| Net cash provided by operating activities | 217,476 | | | 149,855 | |
| | | |
| Cash flows from investing activities: | | | |
Purchases of property and equipment | (4,247) | | | (1,704) | |
| Capitalized software development costs | (6,451) | | | (7,052) | |
| Purchases of short-term investments | (287,797) | | | (278,209) | |
| Sales and maturities of short-term investments | 283,964 | | | 317,651 | |
| Proceeds from other investments | 3,512 | | | — | |
| Purchases of other investments | (1,250) | | | — | |
| Business combinations, net of cash acquired | (29,162) | | | (243,301) | |
| Net cash used in investing activities | (41,431) | | | (212,615) | |
| | | |
| Cash flows from financing activities: | | | |
| Payments on term loan | (3,750) | | | (3,750) | |
| | | |
| Proceeds from stock issued in connection with the employee stock purchase plan | 16,262 | | | 16,224 | |
| Proceeds from the exercise of stock options | 8,064 | | | 3,501 | |
| Purchase of treasury stock | (99,977) | | | (14,934) | |
| Other financing activities | — | | | 210 | |
| Net cash (used in) provided by financing activities | (79,401) | | | 1,251 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (5,129) | | | (2,225) | |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 91,515 | | | (63,734) | |
Cash and cash equivalents and restricted cash at beginning of year | 237,132 | | | 300,866 | |
Cash and cash equivalents and restricted cash at end of year | $ | 328,647 | | | $ | 237,132 | |
TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Revenue | Three Months Ended
December 31, | | Year Ended
December 31, |
| (in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Subscription revenue | $ | 215,932 | | | $ | 193,880 | | | $ | 824,659 | | | $ | 725,013 | |
| Perpetual license and maintenance revenue | 11,833 | | | 12,194 | | | 47,774 | | | 48,729 | |
| Professional services and other revenue | 7,966 | | | 7,232 | | | 27,588 | | | 24,968 | |
Revenue(1) | $ | 235,731 | | | $ | 213,306 | | | $ | 900,021 | | | $ | 798,710 | |
_______________
(1) Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% and 96% of revenue, respectively, in the three months and year ended December 31, 2024 and 95% of revenue in the three months and year ended December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | |
| Calculated Current Billings | Three Months Ended
December 31, | | Year Ended
December 31, |
| (in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Revenue | $ | 235,731 | | | $ | 213,306 | | | $ | 900,021 | | | $ | 798,710 | |
| Deferred revenue (current), end of period | 650,372 | | | 580,779 | | | 650,372 | | | 580,779 | |
Deferred revenue (current), beginning of period(1) | (583,940) | | | (522,449) | | | (580,887) | | | (506,192) | |
| Calculated current billings | $ | 302,163 | | | $ | 271,636 | | | $ | 969,506 | | | $ | 873,297 | |
_______________
(1) Deferred revenue (current), beginning of period for the three months ended December 31, 2023 and years ended December 31, 2024 and 2023 includes $4.1 million, $0.1 million and $4.1 million, respectively, related to acquired deferred revenue.
| | | | | | | | | | | |
| Remaining Performance Obligations | At December 31, |
| (in thousands) | 2024 | | 2023 |
| Remaining performance obligations, short-term | $ | 660,647 | | | $ | 595,053 | |
| Remaining performance obligations, long-term | 206,879 | | | 179,955 | |
| Remaining performance obligations | $ | 867,526 | | | $ | 775,008 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Free Cash Flow and Unlevered Free Cash Flow | Three Months Ended
December 31, | | Year Ended
December 31, |
| (in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Net cash provided by operating activities | $ | 81,119 | | | $ | 38,505 | | | $ | 217,476 | | | $ | 149,855 | |
| Purchases of property and equipment | (2,323) | | | (405) | | | (4,247) | | | (1,704) | |
| Capitalized software development costs | (521) | | | (2,345) | | | (6,451) | | | (7,052) | |
| Free cash flow | 78,275 | | | 35,755 | | | 206,778 | | | 141,099 | |
| Cash paid for interest and other financing costs | 7,472 | | | 7,537 | | | 30,977 | | | 34,323 | |
| Unlevered free cash flow | $ | 85,747 | | | $ | 43,292 | | | $ | 237,755 | | | $ | 175,422 | |
Free cash flow and unlevered free cash flow for the periods presented were impacted by:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| (in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Employee stock purchase plan activity | $ | 5,267 | | | $ | 3,584 | | | $ | (1,016) | | | $ | 1,077 | |
| Acquisition-related expenses | (170) | | | (8,506) | | | (1,496) | | | (9,336) | |
| Restructuring | — | | | — | | | (5,911) | | | — | |
| | | | | | | |
Tax payment on intra-entity asset transfer(1) | (1,232) | | | — | | | (1,232) | | | — | |
________________(1) The tax payment on intra-entity asset transfer includes $0.3 million of interest that is included in cash paid for interest and other financing costs.
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP Income from Operations and Non-GAAP Operating Margin | Three Months Ended
December 31, | | Year Ended
December 31, |
| (dollars in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Income (loss) from operations | $ | 12,975 | | | $ | (14,346) | | | $ | (6,856) | | | $ | (52,160) | |
| Stock-based compensation | 40,714 | | | 36,515 | | | 163,515 | | | 145,327 | |
| Acquisition-related expenses | 648 | | | 4,744 | | | 1,932 | | | 9,472 | |
| Restructuring | — | | | 4,499 | | | 6,070 | | | 4,499 | |
| | | | | | | |
| Amortization of acquired intangible assets | 5,014 | | | 4,651 | | | 19,457 | | | 13,859 | |
| Non-GAAP income from operations | $ | 59,351 | | | $ | 36,063 | | | $ | 184,118 | | | $ | 120,997 | |
| Operating margin | 6 | % | | (7) | % | | (1) | % | | (7) | % |
| Non-GAAP operating margin | 25 | % | | 17 | % | | 20 | % | | 15 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP Net Income and Non-GAAP Earnings Per Share | Three Months Ended
December 31, | | Year Ended
December 31, |
| (in thousands, except per share data) | 2024 | | 2023 | | 2024 | | 2023 |
| Net income (loss) | $ | 1,868 | | | $ | (21,648) | | | $ | (36,301) | | | $ | (78,284) | |
| Stock-based compensation | 40,714 | | | 36,515 | | | 163,515 | | | 145,327 | |
Tax impact of stock-based compensation(1) | 1,219 | | | 971 | | | 2,845 | | | 2,017 | |
Acquisition-related expenses(2) | 648 | | | 4,744 | | | 1,932 | | | 9,472 | |
Restructuring(2) | — | | | 4,499 | | | 6,070 | | | 4,499 | |
| | | | | | | |
Amortization of acquired intangible assets(3) | 5,014 | | | 4,651 | | | 19,457 | | | 13,859 | |
| Tax impact of acquisitions | (31) | | | 426 | | | (161) | | | 265 | |
Tax impact of intra-entity asset transfer(4) | 1,232 | | | — | | | 1,232 | | | — | |
| Non-GAAP net income | $ | 50,664 | | | $ | 30,158 | | | $ | 158,589 | | | $ | 97,155 | |
| | | | | | | |
| Net earnings (loss) per share, diluted | $ | 0.02 | | | $ | (0.19) | | | $ | (0.31) | | | $ | (0.68) | |
| Stock-based compensation | 0.33 | | | 0.31 | | | 1.38 | | | 1.25 | |
Tax impact of stock-based compensation(1) | 0.01 | | | 0.01 | | | 0.03 | | | 0.02 | |
Acquisition-related expenses(2) | — | | | 0.04 | | | 0.02 | | | 0.08 | |
Restructuring(2) | — | | | 0.04 | | | 0.05 | | | 0.04 | |
| | | | | | | |
Amortization of acquired intangible assets(3) | 0.04 | | | 0.04 | | | 0.16 | | | 0.11 | |
| Tax impact of acquisitions | — | | | — | | | — | | | — | |
Tax impact of intra-entity asset transfer(4) | 0.01 | | | — | | | 0.01 | | | — | |
Adjustment to diluted earnings per share(5) | — | | | — | | | (0.05) | | | (0.02) | |
| Non-GAAP earnings per share, diluted | $ | 0.41 | | | $ | 0.25 | | | $ | 1.29 | | | $ | 0.80 | |
| | | | | | | |
| Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted | 123,853 | | 116,717 | | 118,789 | | 115,408 |
| | | | | | | |
| Weighted-average shares used to compute non-GAAP earnings per share, diluted | 123,853 | | 122,023 | | 123,370 | | 120,714 |
________________
(1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.
(2) The tax impact of acquisition-related expenses and restructuring charges are not material.
(3) The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.
(4) The tax impact of the intra-entity asset transfer is additional tax incurred related to the 2021 internal restructuring of Indegy.
(5) An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares, when applicable.
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP Gross Profit and Non-GAAP Gross Margin | Three Months Ended
December 31, | | Year Ended
December 31, |
| (dollars in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Gross profit | $ | 184,292 | | | $ | 164,503 | | | $ | 700,353 | | | $ | 615,133 | |
| Stock-based compensation | 3,191 | | | 2,705 | | | 12,677 | | | 11,247 | |
| Amortization of acquired intangible assets | 5,014 | | | 4,651 | | | 19,457 | | | 13,859 | |
| Non-GAAP gross profit | $ | 192,497 | | | $ | 171,859 | | | $ | 732,487 | | | $ | 640,239 | |
| Gross margin | 78 | % | | 77 | % | | 78 | % | | 77 | % |
| Non-GAAP gross margin | 82 | % | | 81 | % | | 81 | % | | 80 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP Sales and Marketing Expense | Three Months Ended
December 31, | | Year Ended
December 31, |
| (dollars in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Sales and marketing expense | $ | 95,348 | | | $ | 103,700 | | | $ | 395,385 | | | $ | 393,450 | |
| Less: Stock-based compensation | 15,210 | | | 14,700 | | | 62,727 | | | 61,322 | |
| Less: Acquisition-related expenses | — | | | 512 | | | 52 | | | 512 | |
| Non-GAAP sales and marketing expense | $ | 80,138 | | | $ | 88,488 | | | $ | 332,606 | | | $ | 331,616 | |
| Non-GAAP sales and marketing expense % of revenue | 34 | % | | 41 | % | | 37 | % | | 42 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP Research and Development Expense | Three Months Ended
December 31, | | Year Ended
December 31, |
| (dollars in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| Research and development expense | $ | 44,728 | | | $ | 40,083 | | | $ | 181,624 | | | $ | 153,163 | |
| Less: Stock-based compensation | 12,261 | | | 9,354 | | | 47,656 | | | 37,225 | |
| Less: Acquisition-related expenses | — | | | 2,880 | | | (20) | | | 2,880 | |
| Non-GAAP research and development expense | $ | 32,467 | | | $ | 27,849 | | | $ | 133,988 | | | $ | 113,058 | |
| Non-GAAP research and development expense % of revenue | 14 | % | | 13 | % | | 15 | % | | 14 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-GAAP General and Administrative Expense | Three Months Ended
December 31, | | Year Ended
December 31, |
| (dollars in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
| General and administrative expense | $ | 31,241 | | | $ | 30,567 | | | $ | 124,130 | | | $ | 116,181 | |
| Less: Stock-based compensation | 10,052 | | | 9,756 | | | 40,455 | | | 35,533 | |
| Less: Acquisition-related expenses | 648 | | | 1,352 | | | 1,900 | | | 6,080 | |
| | | | | | | |
| Non-GAAP general and administrative expense | $ | 20,541 | | | $ | 19,459 | | | $ | 81,775 | | | $ | 74,568 | |
| Non-GAAP general and administrative expense % of revenue | 9 | % | | 9 | % | | 9 | % | | 9 | % |
The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.
| | | | | | | | | | | | | | | | | | | | | | | |
| Forecasted Non-GAAP Income from Operations | Three Months Ending
March 31, 2025 | | Year Ending
December 31, 2025 |
| (in millions) | Low | | High | | Low | | High |
| Forecasted (loss) income from operations | $ | (18.0) | | | $ | (16.0) | | | $ | 3.0 | | | $ | 13.0 | |
| Forecasted stock-based compensation | 55.0 | | | 55.0 | | | 190.0 | | | 190.0 | |
| | | | | | | |
| Forecasted amortization of acquired intangible assets | 5.0 | | | 5.0 | | | 20.0 | | | 20.0 | |
| Forecasted non-GAAP income from operations | $ | 42.0 | | | $ | 44.0 | | | $ | 213.0 | | | $ | 223.0 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share | Three Months Ending
March 31, 2025 | | Year Ending
December 31, 2025 |
| (in millions, except per share data) | Low | | High | | Low | | High |
Forecasted net loss(1) | $ | (26.0) | | | $ | (24.0) | | | $ | (26.0) | | | $ | (16.0) | |
| Forecasted stock-based compensation | 55.0 | | | 55.0 | | | 190.0 | | | 190.0 | |
| Forecasted tax impact of stock-based compensation | 1.0 | | | 1.0 | | | 5.0 | | | 5.0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Forecasted amortization of acquired intangible assets | 5.0 | | | 5.0 | | | 20.0 | | | 20.0 | |
| Forecasted non-GAAP net income | $ | 35.0 | | | $ | 37.0 | | | $ | 189.0 | | | $ | 199.0 | |
| | | | | | | |
Forecasted net loss per share, diluted(1) | $ | (0.22) | | | $ | (0.20) | | | $ | (0.21) | | | $ | (0.13) | |
| Forecasted stock-based compensation | 0.46 | | | 0.46 | | | 1.57 | | | 1.57 | |
| Forecasted tax impact of stock-based compensation | 0.01 | | | 0.01 | | | 0.04 | | | 0.04 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Forecasted amortization of acquired intangible assets | 0.04 | | | 0.04 | | | 0.16 | | | 0.16 | |
Adjustment to diluted earnings per share(2) | (0.01) | | | (0.01) | | | (0.04) | | | (0.04) | |
| Forecasted non-GAAP earnings per share, diluted | $ | 0.28 | | | $ | 0.30 | | | $ | 1.52 | | | $ | 1.60 | |
| | | | | | | |
| Forecasted weighted-average shares used to compute GAAP net loss per share, diluted | 120.5 | | 120.5 | | 121.0 | | 121.0 |
| Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted | 124.0 | | 124.0 | | 124.5 | | 124.5 |
________________
(1) The forecasted GAAP net loss assumes income tax expense of $4.6 million and $18.4 million in the three months ending March 31, 2025 and year ending December 31, 2025, respectively.
(2) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.
| | | | | | | | | | | |
| Forecasted Free Cash Flow and Unlevered Free Cash Flow | Year Ending
December 31, 2025 |
| (in millions) | Low | | High |
| Forecasted net cash provided by operating activities | $ | 278.0 | | | $ | 288.0 | |
| Forecasted purchases of property and equipment | (17.0) | | | (17.0) | |
| Forecasted capitalized software development costs | (3.0) | | | (3.0) | |
| Forecasted free cash flow | 258.0 | | | 268.0 | |
| Forecasted cash paid for interest and other financing costs | 27.0 | | | 27.0 | |
| Forecasted unlevered free cash flow | $ | 285.0 | | | $ | 295.0 | |
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