tenb-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

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

For the Quarterly Period Ended March 31, 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

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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 April 23, 2021 was 105,591,098.

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 and Cash Equivalents and Short-Term Investments	10
	4. Fair Value Measurements	10
	5. Property and Equipment, Net	11
	6. Goodwill and Acquired Intangible Assets	12
	7. Leases	12
	8. Debt	13
	9. Stock-Based Compensation	13
	10. Net Loss Per Share	15
	11. Income Taxes	16
	12. Geographic Information	16
	13. Subsequent Events	16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 6.	Exhibits	60
	Signatures	61

Ta b le of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TENABLE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	March 31, 2021		December 31, 2020
(in thousands, except per share data)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	228,386	$	178,223
Short-term investments	111,945		113,623
Accounts receivable (net of allowance for doubtful accounts of $326 and $261 at March 31, 2021 and December 31, 2020, respectively)	82,822		115,342
Deferred commissions	31,936		32,143
Prepaid expenses and other current assets	42,570		44,462
Total current assets	497,659		483,793
Property and equipment, net	38,910		38,920
Deferred commissions (net of current portion)	45,364		46,733
Operating lease right-of-use assets	38,364		39,426
Acquired intangible assets, net	12,614		13,193
Goodwill	54,414		54,414
Other assets	13,522		14,110
Total assets	$	700,847	$	690,589

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	9,555	$	5,731
Accrued compensation	26,787		35,509
Deferred revenue	325,113		328,819
Operating lease liabilities	4,298		3,815
Other current liabilities	1,097		1,028
Total current liabilities	366,850		374,902
Deferred revenue (net of current portion)	103,749		105,691
Operating lease liabilities (net of current portion)	53,201		54,529
Other liabilities	5,108		4,802
Total liabilities	528,908		539,924

Stockholders’ equity:
Common stock (par value: $0.01;

SEC Form 10-Q filed by Tenable Holdings, Inc.