0001660280false00016602802023-07-252023-07-25


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): July 25, 2023

__________________
TENABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________
Delaware001-3860047-5580846
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareTENBThe 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 July 25, 2023, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter ended June 30, 2023. 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 NumberDescription
99.1
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from Tenable's 8-K filed on July 25, 2023, 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:July 25, 2023By:/s/ Michelle VonderHaar
Michelle VonderHaar
Chief Legal Officer and Corporate Secretary


Tenable Announces Second Quarter 2023 Financial Results
•Added 426 new enterprise platform customers and 63 net new six-figure customers.
•Revenue of $195.0 million, up 19% year-over-year.
•Calculated current billings of $200.2 million, up 15% year-over-year.
•Net cash provided by operating activities of $30.2 million; Unlevered free cash flow of $39.8 million.
COLUMBIA, Maryland, July 25, 2023 — Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the Exposure Management company, today announced financial results for the quarter ended June 30, 2023.
"We are very pleased with our Q2 results, which included better than expected top-line growth and a sizable beat in earnings," said Amit Yoran, Chairman and CEO of Tenable. “Our traction with Tenable One strategically positions us to win in the exposure management market as we help customers protect their organizations and consolidate their security spend.”
Second Quarter 2023 Financial Highlights
•Revenue was $195.0 million, a 19% increase year-over-year.
•Calculated current billings was $200.2 million, a 15% increase year-over-year.
•GAAP loss from operations was $10.7 million, compared to a loss of $23.2 million in the second quarter of 2022.
•Non-GAAP income from operations was $30.2 million, compared to $12.2 million in the second quarter of 2022.
•GAAP net loss was $16.0 million, compared to a loss of $27.5 million in the second quarter of 2022.
•GAAP net loss per share was $0.14, compared to a loss per share of $0.25 in the second quarter of 2022.
•Non-GAAP net income was $26.3 million, compared to $6.0 million in the second quarter of 2022.
•Non-GAAP diluted earnings per share was $0.22, compared to $0.05 in the second quarter of 2022.
•Cash and cash equivalents and short-term investments were $645.5 million at June 30, 2023, compared to $567.4 million at December 31, 2022.
•Net cash provided by operating activities was $30.2 million, compared to $30.5 million in the second quarter of 2022.
•Unlevered free cash flow was $39.8 million, compared to $29.1 million in the second quarter of 2022.
Recent Business Highlights
•Added 426 new enterprise platform customers and 63 net new six-figure customers.
•Launched new AI-fueled identity security into our Exposure Management Platform.
•Integrated Tenable Security Center into Tenable One to support on-premises and hybrid security deployments.
•Released new Tenable Cloud Security features that deliver automated operating system (OS) vulnerability detection across container images, registries and pipelines that prevents OS vulnerabilities and other risks from being deployed in runtime environments.
•Announced a strategic partnership with Splunk to improve data-driven incident response.
•Named Security Partner of the Year by both Snowflake and Cohesity.

Financial Outlook
For the third quarter of 2023, we currently expect:
•Revenue in the range of $197.0 million to $199.0 million.
•Non-GAAP income from operations in the range of $26.0 million to $27.0 million.
•Non-GAAP net income in the range of $22.0 million to $23.0 million, assuming interest expense of $8.1 million, interest income of $6.5 million and a provision for income taxes of $2.4 million.
•Non-GAAP diluted earnings per share in the range of $0.18 to $0.19.
•122.5 million diluted weighted average shares outstanding.
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For the year ending December 31, 2023, we currently expect:
•Calculated current billings in the range of $879.0 million to $887.0 million.
•Revenue in the range of $783.0 million to $791.0 million.
•Non-GAAP income from operations in the range of $96.0 million to $100.0 million.
•Non-GAAP net income in the range of $79.0 million to $83.0 million, assuming interest expense of $31.5 million, interest income of $25.0 million and a provision for income taxes of $8.6 million.
•Non-GAAP diluted earnings per share in the range of $0.65 to $0.69.
•121.0 million diluted weighted average shares outstanding.
•Unlevered free cash flow in the range of $180.0 million to $185.0 million.
Conference Call Information
Tenable will host a conference call on July 25, 2023 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. Approximately 43,000 organizations around the globe rely on Tenable to understand and reduce cyber risk. As the creator of Nessus®, Tenable extended its expertise in vulnerabilities to deliver the world’s first platform to see and secure any digital asset on any computing platform. Tenable customers include approximately 60 percent of the Fortune 500, approximately 40 percent of the Global 2000, and large government agencies. 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, 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, 2022 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.
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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 (if any) that is available, 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 or use 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, 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 expenses and costs related to the intercompany transfer of acquired intellectual property.
Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net loss, excluding the effect of stock-based compensation, acquisition-related 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-
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based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.
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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)2023202220232022
Revenue$195,036 $164,341 $383,875 $323,709 
Cost of revenue(1)
43,514 36,037 89,020 70,967 
Gross profit151,522 128,304 294,855 252,742 
Operating expenses:
Sales and marketing(1)
97,800 88,426 194,991 169,996 
Research and development(1)
37,845 36,228 76,028 70,518 
General and administrative(1)
26,622 26,870 53,737 52,996 
Total operating expenses162,267 151,524 324,756 293,510 
Loss from operations(10,745)(23,220)(29,901)(40,768)
Interest income6,566 693 11,661 943 
Interest expense(7,750)(3,588)(15,089)(7,164)
Other expense, net(944)(1,863)(1,491)(2,807)
Loss before income taxes(12,873)(27,978)(34,820)(49,796)
Provision (benefit) for income taxes3,101 (479)6,251 2,209 
Net loss$(15,974)$(27,499)$(41,071)$(52,005)
Net loss per share, basic and diluted
$(0.14)$(0.25)$(0.36)$(0.47)
Weighted-average shares used to compute net loss per share, basic and diluted
115,131 111,041 114,465 110,287 
_______________
(1)    Includes stock-based compensation as follows:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Cost of revenue$2,906 $2,114 $5,531 $3,627 
Sales and marketing16,423 12,766 30,817 22,831 
Research and development9,764 8,077 18,629 14,540 
General and administrative8,767 8,956 17,000 16,313 
Total stock-based compensation$37,860 $31,913 $71,977 $57,311 

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TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2023December 31, 2022
(in thousands, except per share data)(unaudited)
Assets
Current assets:
Cash and cash equivalents$376,059 $300,866 
Short-term investments
269,487 266,569 
Accounts receivable (net of allowance for doubtful accounts of $308 and $1,400 at June 30, 2023 and December 31, 2022, respectively)
154,436 187,341 
Deferred commissions45,036 44,270 
Prepaid expenses and other current assets54,703 58,121 
Total current assets 899,721 857,167 
Property and equipment, net 44,764 46,726 
Deferred commissions (net of current portion)64,546 67,238 
Operating lease right-of-use assets37,124 38,495 
Acquired intangible assets, net69,224 75,376 
Goodwill316,520 316,520 
Other assets 33,940 38,008 
Total assets $1,465,839 $1,439,530 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses$24,855 $18,722 
Accrued compensation45,220 52,620 
Deferred revenue495,199 502,115 
Operating lease liabilities5,620 5,821 
Other current liabilities6,177 4,882 
Total current liabilities 577,071 584,160 
Deferred revenue (net of current portion) 154,995 162,487 
Term loan, net of issuance costs (net of current portion)360,609 361,970 
Operating lease liabilities (net of current portion)51,005 52,611 
Other liabilities 7,598 7,436 
Total liabilities 1,151,278 1,168,664 
Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized; 115,529 and 113,056 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)
1,156 1,131 
Additional paid-in capital1,101,928 1,017,837 
Accumulated other comprehensive loss(701)(1,351)
Accumulated deficit(787,822)(746,751)
Total stockholders’ equity314,561 270,866 
Total liabilities and stockholders’ equity$1,465,839 $1,439,530 
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TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30,
(in thousands)20232022
Cash flows from operating activities:
Net loss$(41,071)$(52,005)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization12,624 10,141 
Stock-based compensation71,977 57,311 
Other(2,795)665 
Changes in operating assets and liabilities:
Accounts receivable33,997 27,664 
Prepaid expenses and other assets12,649 16,765 
Accounts payable, accrued expenses and accrued compensation(1,276)(14,250)
Deferred revenue(14,408)16,075 
Other current and noncurrent liabilities(2,758)1,014 
Net cash provided by operating activities68,939 63,380 
Cash flows from investing activities:
Purchases of property and equipment(1,098)(3,236)
Capitalized software development costs(2,813)(6,327)
Purchases of short-term investments(147,434)(119,619)
Sales and maturities of short-term investments148,760 108,858 
Business combinations, net of cash acquired— (66,993)
Net cash used in investing activities(2,585)(87,317)
Cash flows from financing activities:
Payments on term loan(1,875)(1,875)
Proceeds from loan agreement424 572 
Proceeds from stock issued in connection with the employee stock purchase plan9,914 8,882 
Proceeds from the exercise of stock options1,537 8,676 
Other financing activities(129)(6)
Net cash provided by financing activities9,871 16,249 
Effect of exchange rate changes on cash and cash equivalents and restricted cash(1,032)(2,471)
Net increase (decrease) in cash and cash equivalents and restricted cash75,193 (10,159)
Cash and cash equivalents and restricted cash at beginning of period300,866 278,271 
Cash and cash equivalents and restricted cash at end of period$376,059 $268,112 

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TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
RevenueThree Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Subscription revenue$176,767 $146,806 $347,865 $289,493 
Perpetual license and maintenance revenue12,154 12,683 24,335 25,556 
Professional services and other revenue6,115 4,852 11,675 8,660 
Revenue(1)
$195,036 $164,341 $383,875 $323,709 
_______________
(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% of revenue in the three and six months ended June 30, 2023 and 2022.
Calculated Current BillingsThree Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Revenue$195,036 $164,341 $383,875 $323,709 
Deferred revenue (current), end of period495,199 415,378 495,199 415,378 
Deferred revenue (current), beginning of period(1)
(490,076)(405,594)(502,115)(408,443)
Calculated current billings$200,159 $174,125 $376,959 $330,644 
_______________
(1)    Deferred revenue (current), beginning of period for the three and six months ended June 30, 2022 includes $0.8 million and $0.9 million, respectively, related to acquired deferred revenue.
Free Cash Flow and Unlevered Free Cash FlowThree Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Net cash provided by operating activities$30,193 $30,518 $68,939 $63,380 
Purchases of property and equipment(711)(1,229)(1,098)(3,236)
Capitalized software development costs(1)
(1,790)(3,523)(2,813)(6,327)
Free cash flow(2)
27,692 25,766 65,028 53,817 
Cash paid for interest and other financing costs12,123 3,315 18,943 7,366 
Unlevered free cash flow(2)
$39,815 $29,081 $83,971 $61,183 
________________
(1)    Capitalized software development costs were previously included in purchases of property and equipment.
(2)    Free cash flow and unlevered free cash flow for the periods presented were impacted by:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Employee stock purchase plan activity$4,419 $4,343 $(271)$307 
Acquisition-related expenses(21)(1,269)(259)(1,997)
Costs related to intra-entity asset transfers— — — (838)
Tax payment on intra-entity asset transfers— — — (2,697)
Free cash flow and unlevered free cash flow for the three and six months ended June 30, 2022 were benefited by approximately $2 million and $8 million, respectively, from prepayments of software subscription costs, insurance and rent in prior quarters.
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Non-GAAP Income from Operations and Non-GAAP Operating MarginThree Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2023202220232022
Loss from operations$(10,745)$(23,220)$(29,901)$(40,768)
Stock-based compensation37,860 31,913 71,977 57,311 
Acquisition-related expenses30 713 130 2,054 
Costs related to intra-entity asset transfers— — — 838 
Amortization of acquired intangible assets3,073 2,785 6,153 5,212 
Non-GAAP income from operations$30,218 $12,191 $48,359 $24,647 
Operating margin(6)%(14)%(8)%(13)%
Non-GAAP operating margin15 %7 %13 %8 %
Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ended June 30,Six Months Ended June 30,
(in thousands, except per share data)2023202220232022
Net loss$(15,974)$(27,499)$(41,071)$(52,005)
Stock-based compensation37,860 31,913 71,977 57,311 
Tax impact of stock-based compensation(1)
1,336 188 2,253 1,254 
Acquisition-related expenses(2)
30 713 130 2,054 
Costs related to intra-entity asset transfers(3)
— — — 838 
Amortization of acquired intangible assets(4)
3,073 2,785 6,153 5,212 
Tax impact of acquisitions(5)
(59)(2,907)(113)(3,349)
Tax impact of intra-entity asset transfers(6)
— 770 — 1,613 
Non-GAAP net income$26,266 $5,963 $39,329 $12,928 
Net loss per share, diluted
$(0.14)$(0.25)$(0.36)$(0.47)
Stock-based compensation0.33 0.29 0.63 0.52 
Tax impact of stock-based compensation(1)
0.01 — 0.02 0.01 
Acquisition-related expenses(2)
— 0.01 — 0.02 
Costs related to intra-entity asset transfers(3)
— — — 0.01 
Amortization of acquired intangible assets(4)
0.03 0.02 0.05 0.05 
Tax impact of acquisitions(5)
— (0.03)— (0.03)
Tax impact of intra-entity asset transfers(6)
— 0.01 — 0.01 
Adjustment to diluted earnings per share(7)
(0.01)— (0.01)(0.01)
Non-GAAP earnings per share, diluted$0.22 $0.05 $0.33 $0.11 
Weighted-average shares used to compute GAAP net loss per share, diluted
115,131111,041114,465110,287
Weighted-average shares used to compute non-GAAP earnings per share, diluted120,057118,057119,665117,610
________________
(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 is not material.
(3)    The costs related to the intra-entity asset transfers resulted from our internal restructuring of Cymptom.
(4)    The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.
(5)    The tax impact of acquisitions for all periods presented includes the deferred tax benefits of the Alsid acquisition. Additionally, the tax impact of acquisitions for the three and six months ended June 30, 2022 includes a reversal of the $2.5 million income tax benefit recognized for GAAP purposes related to the partial release of our valuation allowance associated with the Bit Discovery acquisition.
(6)    The tax impact of the intra-entity transfers is related to current tax expense based on the applicable Israeli tax rates resulting from our internal restructuring of Cymptom.
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(7)    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.
Non-GAAP Gross Profit and Non-GAAP Gross MarginThree Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2023202220232022
Gross profit$151,522 $128,304 $294,855 $252,742 
Stock-based compensation2,906 2,114 5,531 3,627 
Amortization of acquired intangible assets3,073 2,785 6,153 5,212 
Non-GAAP gross profit$157,501 $133,203 $306,539 $261,581 
Gross margin78 %78 %77 %78 %
Non-GAAP gross margin81 %81 %80 %81 %
Non-GAAP Sales and Marketing ExpenseThree Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2023202220232022
Sales and marketing expense$97,800 $88,426 $194,991 $169,996 
Less: Stock-based compensation16,423 12,766 30,817 22,831 
Less: Acquisition-related expenses— 15 — 15 
Non-GAAP sales and marketing expense$81,377 $75,645 $164,174 $147,150 
Non-GAAP sales and marketing expense % of revenue42 %46 %43 %45 %
Non-GAAP Research and Development ExpenseThree Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2023202220232022
Research and development expense$37,845 $36,228 $76,028 $70,518 
Less: Stock-based compensation9,764 8,077 18,629 14,540 
Less: Acquisition-related expenses— 46 — 46 
Non-GAAP research and development expense$28,081 $28,105 $57,399 $55,932 
Non-GAAP research and development expense % of revenue14 %17 %15 %17 %
Non-GAAP General and Administrative ExpenseThree Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2023202220232022
General and administrative expense$26,622 $26,870 $53,737 $52,996 
Less: Stock-based compensation8,767 8,956 17,000 16,313 
Less: Acquisition-related expenses30 652 130 1,993 
Less: Costs related to intra-entity asset transfers— — — 838 
Non-GAAP general and administrative expense$17,825 $17,262 $36,607 $33,852 
Non-GAAP general and administrative expense % of revenue9 %11 %10 %10 %
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
10

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 OperationsThree Months Ending September 30, 2023Year Ending December 31, 2023
(in millions)LowHighLowHigh
Forecasted loss from operations$(14.1)$(13.1)$(62.3)$(58.3)
Forecasted stock-based compensation37.0 37.0 146.0 146.0 
Forecasted amortization of acquired intangible assets3.1 3.1 12.3 12.3 
Forecasted non-GAAP income from operations$26.0 $27.0 $96.0 $100.0 
Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ending September 30, 2023Year Ending December 31, 2023
(in millions, except per share data)LowHighLowHigh
Forecasted net loss(1)
$(17.8)$(16.8)$(81.5)$(77.5)
Forecasted stock-based compensation37.0 37.0 146.0 146.0 
Forecasted tax impact of stock-based compensation(0.2)(0.2)2.4 2.4 
Forecasted amortization of acquired intangible assets3.1 3.1 12.3 12.3 
Forecasted tax impact of acquisitions(0.1)(0.1)(0.2)(0.2)
Forecasted non-GAAP net income$22.0 $23.0 $79.0 $83.0 
Forecasted net loss per share, diluted(1)
$(0.15)$(0.14)$(0.71)$(0.67)
Forecasted stock-based compensation0.32 0.32 1.26 1.26 
Forecasted tax impact of stock-based compensation— — 0.02 0.02 
Forecasted amortization of acquired intangible assets0.02 0.02 0.11 0.11 
Forecasted tax impact of acquisitions— — — — 
Adjustment to diluted earnings per share(2)
(0.01)(0.01)(0.03)(0.03)
Forecasted non-GAAP earnings per share, diluted$0.18 $0.19 $0.65 $0.69 
Forecasted weighted-average shares used to compute GAAP net loss per share, diluted116.0116.0115.5115.5
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted
122.5122.5121.0121.0
________________
(1)    The forecasted GAAP net loss assumes income tax expense of $2.1 million and $10.8 million in the three months ending September 30, 2023 and year ending December 31, 2023, 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 FlowYear Ending December 31, 2023
(in millions)LowHigh
Forecasted net cash provided by operating activities$156.0 $161.0 
Forecasted purchases of property and equipment(3.5)(3.5)
Forecasted capitalized software development costs(7.0)(7.0)
Forecasted free cash flow145.5 150.5 
Forecasted cash paid for interest and other financing costs34.5 34.5 
Forecasted unlevered free cash flow$180.0 $185.0 
11
v3.23.2
Document and Entity Information Document
Jul. 25, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 25, 2023
Entity Registrant Name TENABLE HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38600
Entity Tax Identification Number 47-5580846
Entity Address, Address Line One 6100 Merriweather Drive
Entity Address, City or Town Columbia
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21044
City Area Code 410
Local Phone Number 872-0555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol TENB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001660280
Amendment Flag false
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