0001660280false00016602802024-02-062024-02-06


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 6, 2024

__________________
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 February 6, 2024, Tenable Holdings, Inc. (the "Company") reported financial results for the quarter and full year ended December 31, 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 February 6, 2024, 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 6, 2024By:/s/ Michelle VonderHaar
Michelle VonderHaar
Chief Legal Officer and Corporate Secretary


Tenable Announces Fourth Quarter and Full Year 2023 Financial Results
•Added 597 new enterprise platform customers and 156 net new six-figure customers in the fourth quarter(1).
•Fourth quarter revenue of $213.3 million, up 16% year-over-year; full year revenue of $798.7 million, up 17% year-over-year.
•Fourth quarter calculated current billings of $271.6 million, up 14% year-over year; full year calculated current billings of $873.3 million, up 12% year-over-year.
•Full year net cash provided by operating activities of $149.9 million; full year unlevered free cash flow of $175.4 million.
COLUMBIA, Maryland, February 6, 2024 — Tenable Holdings, Inc. (“Tenable”) (Nasdaq: TENB), the Exposure Management company, today announced financial results for the quarter and year ended December 31, 2023.
“We delivered a strong Q4, including better-than-expected results on the top and bottom line,” said Amit Yoran, Chairman and CEO of Tenable. “Underpinning our results was strength in Tenable One, driven by strong adoption of cloud and identity, as well as continued traction in OT. We are optimizing the business as we leverage the investments we have made to broaden our offerings and bring greater value to our customers.”
Fourth Quarter 2023 Financial Highlights
•Revenue was $213.3 million, a 16% increase year-over-year.
•Calculated current billings was $271.6 million, a 14% increase year-over-year.
•GAAP loss from operations was $14.3 million, compared to a loss of $14.1 million in the fourth quarter of 2022.
•Non-GAAP income from operations was $36.1 million, compared to $19.9 million in the fourth quarter of 2022.
•GAAP net loss was $21.6 million, compared to $21.5 million in the fourth quarter of 2022.
•GAAP net loss per share was $0.19 in the fourth quarter of 2023 and in the fourth quarter of 2022.
•Non-GAAP net income was $30.2 million, compared to $14.2 million in the fourth quarter of 2022.
•Non-GAAP diluted earnings per share was $0.25, compared to $0.12 in the fourth quarter of 2022.
•Net cash provided by operating activities was $38.5 million, compared to $31.9 million in the fourth quarter of 2022.
•Unlevered free cash flow was $43.3 million, compared to $32.1 million in the fourth quarter of 2022.
•Repurchased 0.4 million shares of our common stock for $14.9 million.
Full Year 2023 Financial Highlights
•Revenue was $798.7 million, a 17% increase year-over-year.
•Calculated current billings was $873.3 million, a 12% increase year-over-year.
•GAAP loss from operations was $52.2 million, compared to $67.8 million in 2022.
•Non-GAAP income from operations was $121.0 million, compared to $67.7 million in 2022.
•GAAP net loss was $78.3 million, compared to $92.2 million in 2022.
•GAAP net loss per share was $0.68, compared to $0.83 in 2022.
•Non-GAAP net income was $97.2 million, compared to $44.3 million in 2022.
•Non-GAAP diluted earnings per share was $0.80, compared to $0.38 in 2022.
•Cash and cash equivalents and short-term investments were $474.0 million at December 31, 2023, compared to $567.4 million at December 31, 2022.
•Net cash provided by operating activities was $149.9 million, compared to $131.2 million in 2022.
•Unlevered free cash flow was $175.4 million, compared to $128.1 million in 2022.
Fourth Quarter 2023 and Recent Business Highlights
•Added 597 new enterprise platform customers and 156 net new six-figure customers(1).
1

•Achieved "Ready" designation for Tenable Cloud Security (via Ermetic) at the moderate impact level from the Federal Risk and Authorization Management Program (FedRAMP®).
•Expanded our partnership with Siemens Energy to further secure operational technology (OT) environments in the energy sector. Siemens Energy will integrate Tenable OT Security into their Omnivise T3000 control system as a network intrusion detection system (NIDS), in addition to already leveraging Tenable OT Security for asset discovery and vulnerability management.
•Named a Leader in IDC's 2023 MarketScape report on Risk-Based VM Platforms.
•Recognized as a Leader in the Cloud Security category of the inaugural report, The Next Generation of Cybersecurity Applications, executed and launched by Snowflake.
(1) Includes 104 enterprise platform customers and 15 six-figure customers added in connection with our acquisition of Ermetic.
Financial Outlook
For the first quarter of 2024, we currently expect:
•Revenue in the range of $212.0 to $214.0 million.
•Non-GAAP income from operations in the range of $27.0 million to $29.0 million.
•Non-GAAP net income in the range of $20.0 million to $22.0 million, assuming interest income of $5.2 million, interest expense of $8.2 million and a provision for income taxes of $3.9 million.
•Non-GAAP diluted earnings per share in the range of $0.16 to $0.18.
•123.0 million diluted weighted average shares outstanding.
For the year ending December 31, 2024, we currently expect:
•Calculated current billings in the range of $982.0 million to $992.0 million.
•Revenue in the range of $895.0 million to $905.0 million.
•Non-GAAP income from operations in the range of $152.0 million to $160.0 million.
•Non-GAAP net income in the range of $129.0 million to $137.0 million, assuming interest income of $21.7 million, interest expense of $32.2 million and a provision for income taxes of $10.6 million.
•Non-GAAP diluted earnings per share in the range of $1.03 to $1.10.
•125.0 million diluted weighted average shares outstanding.
•Unlevered free cash flow in the range of $220.0 million to $230.0 million.
Conference Call Information
Tenable will host a conference call today, February 6, 2024, 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 44,000 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 65 percent of the Fortune 500, approximately 50 percent of the Global 2000, and large government agencies. Learn more at tenable.com.
Contact Information
Investor Relations
investors@tenable.com
2

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, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 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
3

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 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, 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. 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 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.


4

TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
December 31,		Year Ended
 December 31,
(in thousands, except per share data)2023202220232022
Revenue$213,306 $184,631 $798,710 $683,191 
Cost of revenue(1)
48,803 45,240 183,577 154,789 
Gross profit164,503 139,391 615,133 528,402 
Operating expenses:
Sales and marketing(1)
103,700 91,311 393,450 349,430 
Research and development(1)
40,083 36,911 153,163 143,560 
General and administrative(1)
30,567 25,258 116,181 103,227 
Restructuring4,499 — 4,499 — 
Total operating expenses178,849 153,480 667,293 596,217 
Loss from operations(14,346)(14,089)(52,160)(67,815)
Interest income5,377 3,538 24,700 6,284 
Interest expense(8,131)(6,755)(31,339)(19,001)
Other (expense) income, net(609)123 (8,602)(4,757)
Loss before income taxes(17,709)(17,183)(67,401)(85,289)
Provision for income taxes3,939 4,304 10,883 6,933 
Net loss$(21,648)$(21,487)$(78,284)$(92,222)
Net loss per share, basic and diluted$(0.19)$(0.19)$(0.68)$(0.83)
Weighted-average shares used to compute net loss per share, basic and diluted116,717 112,742 115,408 111,321 
_______________
(1)    Includes stock-based compensation as follows:
Three Months Ended
December 31,		Year Ended
 December 31,
2023202220232022
Cost of revenue$2,705 $2,401 $11,247 $8,369 
Sales and marketing14,700 12,963 61,322 49,383 
Research and development9,354 8,205 37,225 31,499 
General and administrative9,756 7,110 35,533 31,382 
Total stock-based compensation$36,515 $30,679 $145,327 $120,633 
5

TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
December 31,
(in thousands, except per share data)20232022
Assets
Current assets:
Cash and cash equivalents$237,132 $300,866 
Short-term investments
236,840 266,569 
Accounts receivable (net of allowance for doubtful accounts of $470 and $1,400 at December 31, 2023 and 2022, respectively)
220,060 187,341 
Deferred commissions49,559 44,270 
Prepaid expenses and other current assets61,882 58,121 
Total current assets 805,473 857,167 
Property and equipment, net 45,436 46,726 
Deferred commissions (net of current portion)72,394 67,238 
Operating lease right-of-use assets34,835 38,495 
Acquired intangible assets, net107,017 75,376 
Goodwill518,539 316,520 
Other assets 23,177 38,008 
Total assets $1,606,871 $1,439,530 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses$16,941 $18,722 
Accrued compensation66,492 52,620 
Deferred revenue580,779 502,115 
Operating lease liabilities5,971 5,821 
Other current liabilities5,655 4,882 
Total current liabilities 675,838 584,160 
Deferred revenue (net of current portion)169,718 162,487 
Term loan, net of issuance costs (net of current portion)359,281 361,970 
Operating lease liabilities (net of current portion)48,058 52,611 
Other liabilities 7,632 7,436 
Total liabilities 1,260,527 1,168,664 
Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized, 117,504 and 113,056 shares issued at December 31, 2023 and 2022, respectively)
1,175 1,131 
Additional paid-in capital1,185,100 1,017,837 
Treasury stock (at cost: 356 and 0 shares at December 31, 2023 and 2022, respectively)
(14,934)— 
Accumulated other comprehensive income (loss)38 (1,351)
Accumulated deficit(825,035)(746,751)
Total stockholders’ equity346,344 270,866 
Total liabilities and stockholders' equity$1,606,871 $1,439,530 
6

TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Year Ended December 31,
(in thousands)20232022
Cash flows from operating activities:
Net loss$(78,284)$(92,222)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes265 (2,781)
Depreciation and amortization27,108 22,194 
Stock-based compensation145,327 120,633 
Net accretion of discounts and amortization of premiums on short-term investments(8,323)(1,199)
Impairment of other investments5,617 — 
Amortization of debt issuance costs1,267 1,299 
Other1,914 5,404 
Changes in operating assets and liabilities:
Accounts receivable(30,042)(51,256)
Prepaid expenses and other assets1,689 (2,929)
Accounts payable, accrued expenses and accrued compensation7,071 409 
Deferred revenue81,755 132,622 
Other current and noncurrent liabilities(5,509)(1,023)
Net cash provided by operating activities149,855 131,151 
Cash flows from investing activities:
Purchases of property and equipment
(1,704)(9,359)
Capitalized software development costs(7,052)(9,789)
Purchases of short-term investments(278,209)(266,693)
Sales and maturities of short-term investments317,651 234,569 
Purchases of other investments— (10,000)
Business combinations, net of cash acquired(243,301)(66,767)
Net cash used in investing activities(212,615)(128,039)
Cash flows from financing activities:
Payments on term loan(3,750)(3,750)
Proceeds from stock issued in connection with the employee stock purchase plan16,224 14,791 
Proceeds from the exercise of stock options3,501 11,721 
Purchase of treasury stock(14,934)— 
Other financing activities210 556 
Net cash provided by financing activities
1,251 23,318 
Effect of exchange rate changes on cash and cash equivalents and restricted cash
(2,225)(3,835)
Net (decrease) increase in cash and cash equivalents and restricted cash(63,734)22,595 
Cash and cash equivalents and restricted cash at beginning of year
300,866 278,271 
Cash and cash equivalents and restricted cash at end of year
$237,132 $300,866 

7

TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
RevenueThree Months Ended
December 31,		Year Ended
 December 31,
(in thousands)2023202220232022
Subscription revenue$193,880 $166,253 $725,013 $612,510 
Perpetual license and maintenance revenue12,194 12,485 48,729 50,699 
Professional services and other revenue7,232 5,893 24,968 19,982 
Revenue(1)
$213,306 $184,631 $798,710 $683,191 
_______________
(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 months and years ended December 31, 2023 and 2022.
Calculated Current BillingsThree Months Ended
December 31,		Year Ended
 December 31,
(in thousands)2023202220232022
Revenue$213,306 $184,631 $798,710 $683,191 
Deferred revenue (current), end of period580,779 502,115 580,779 502,115 
Deferred revenue (current), beginning of period(1)
(522,449)(447,863)(506,192)(408,443)
Calculated current billings$271,636 $238,883 $873,297 $776,863 
_______________
(1)    Deferred revenue (current), beginning of period for the three months ended December 31, 2023 and year ended December 31, 2023 and 2022 includes $4.1 million, $4.1 million and $0.9 million, respectively, related to acquired deferred revenue.
Remaining Performance ObligationsAt December 31,
(in thousands)20232022
Remaining performance obligations, short-term$595,053 $513,325 
Remaining performance obligations, long-term179,955 167,073 
Remaining performance obligations$775,008 $680,398 
Free Cash Flow and Unlevered Free Cash FlowThree Months Ended
December 31,		Year Ended
 December 31,
(in thousands)2023202220232022
Net cash provided by operating activities$38,505 $31,918 $149,855 $131,151 
Purchases of property and equipment(405)(4,227)(1,704)(9,359)
Capitalized software development costs(2,345)(1,011)(7,052)(9,789)
Free cash flow(1)
35,755 26,680 141,099 112,003 
Cash paid for interest and other financing costs7,537 5,428 34,323 16,047 
Unlevered free cash flow(1)
$43,292 $32,108 $175,422 $128,050 
________________
(1)    Free cash flow and unlevered free cash flow for the periods presented were impacted by:

8

Three Months Ended
December 31,		Year Ended
 December 31,
(in thousands)2023202220232022
Employee stock purchase plan activity$3,584 $5,375 $1,077 $837 
Acquisition-related expenses(8,506)(260)(9,336)(2,655)
Costs related to intra-entity asset transfer— — — (838)
Tax payment on intra-entity asset transfer— — — (2,697)
Free cash flow and unlevered free cash flow for the year ended December 31, 2022 were benefited by approximately $8 million from prepayments of software subscription costs, insurance and rent made in prior quarters.
Non-GAAP Income from Operations and Non-GAAP Operating MarginThree Months Ended
December 31,		Year Ended
 December 31,
(dollars in thousands)2023202220232022
Loss from operations$(14,346)$(14,089)$(52,160)$(67,815)
Stock-based compensation36,515 30,679 145,327 120,633 
Acquisition-related expenses4,744 266 9,472 2,642 
Restructuring4,499 — 4,499 — 
Costs related to intra-entity asset transfer(1)
— — — 838 
Amortization of acquired intangible assets4,651 3,080 13,859 11,372 
Non-GAAP income from operations$36,063 $19,936 $120,997 $67,670 
Operating margin(7)%(8)%(7)%(10)%
Non-GAAP operating margin17 %11 %15 %10 %
________________
(1)    The costs related to the intra-entity asset transfer resulted from our internal restructuring of Cymptom.
9

Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ended
December 31,		Year Ended
 December 31,
(in thousands, except per share data)2023202220232022
Net loss$(21,648)$(21,487)$(78,284)$(92,222)
Stock-based compensation36,515 30,679 145,327 120,633 
Tax impact of stock-based compensation(1)
971 531 2,017 2,103 
Acquisition-related expenses(2)
4,744 266 9,472 2,642 
Restructuring(2)
4,499 — 4,499 — 
Costs related to intra-entity asset transfer(3)
— — — 838 
Amortization of acquired intangible assets(4)
4,651 3,080 13,859 11,372 
Tax impact of acquisitions(5)
426 604 265 (3,703)
Tax impact of intra-entity asset transfer(6)
— 531 — 2,652 
Non-GAAP net income$30,158 $14,204 $97,155 $44,315 
Net loss per share, diluted$(0.19)$(0.19)$(0.68)$(0.83)
Stock-based compensation0.31 0.27 1.25 1.08 
Tax impact of stock-based compensation(1)
0.01 — 0.02 0.02 
Acquisition-related expenses(2)
0.04 — 0.08 0.02 
Restructuring(2)
0.04 — 0.04 — 
Costs related to intra-entity asset transfer(3)
— — — 0.01 
Amortization of acquired intangible assets(4)
0.04 0.03 0.11 0.10 
Tax impact of acquisitions(5)
— 0.01 — (0.03)
Tax impact of intra-entity asset transfer(6)
— 0.01 — 0.03 
Adjustment to diluted earnings per share(7)
— (0.01)(0.02)(0.02)
Non-GAAP earnings per share, diluted$0.25 $0.12 $0.80 $0.38 
Weighted-average shares used to compute GAAP net loss per share, diluted116,717112,742115,408111,321
Weighted-average shares used to compute non-GAAP earnings per share, diluted122,023117,546120,714117,534
________________
(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 costs related to the intra-entity asset transfer 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. In the three months and year ended December 31, 2023, tax impact from acquisitions includes a reversal of deferred tax expense related to indefinite-lived intangible assets. Additionally, the tax impact of acquisitions for the year ended December 31, 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 transfer is related to current tax expense based on the applicable Israeli tax rates resulting from our internal restructuring of Cymptom in the year ended December 31, 2022.
(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.
10

Non-GAAP Gross Profit and Non-GAAP Gross MarginThree Months Ended
December 31,		Year Ended
 December 31,
(dollars in thousands)2023202220232022
Gross profit$164,503 $139,391 $615,133 $528,402 
Stock-based compensation2,705 2,401 11,247 8,369 
Amortization of acquired intangible assets4,651 3,080 13,859 11,372 
Non-GAAP gross profit$171,859 $144,872 $640,239 $548,143 
Gross margin77 %75 %77 %77 %
Non-GAAP gross margin81 %78 %80 %80 %
Non-GAAP Sales and Marketing ExpenseThree Months Ended
December 31,		Year Ended
 December 31,
(dollars in thousands)2023202220232022
Sales and marketing expense$103,700 $91,311 $393,450 $349,430 
Less: Stock-based compensation14,700 12,963 61,322 49,383 
Less: Acquisition-related expenses512 — 512 15 
Non-GAAP sales and marketing expense$88,488 $78,348 $331,616 $300,032 
Non-GAAP sales and marketing expense % of revenue41 %42 %42 %44 %
Non-GAAP Research and Development ExpenseThree Months Ended
December 31,		Year Ended
 December 31,
(dollars in thousands)2023202220232022
Research and development expense$40,083 $36,911 $153,163 $143,560 
Less: Stock-based compensation9,354 8,205 37,225 31,499 
Less: Acquisition-related expenses2,880 — 2,880 46 
Non-GAAP research and development expense$27,849 $28,706 $113,058 $112,015 
Non-GAAP research and development expense % of revenue13 %16 %14 %16 %
Non-GAAP General and Administrative ExpenseThree Months Ended
December 31,		Year Ended
 December 31,
(dollars in thousands)2023202220232022
General and administrative expense$30,567 $25,258 $116,181 $103,227 
Less: Stock-based compensation9,756 7,110 35,533 31,382 
Less: Acquisition-related expenses1,352 266 6,080 2,581 
Less: Costs related to intra-entity asset transfer— — — 838 
Non-GAAP general and administrative expense$19,459 $17,882 $74,568 $68,426 
Non-GAAP general and administrative expense % of revenue9 %10 %9 %10 %
11

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 OperationsThree Months Ended
March 31, 2024		Year Ended
 December 31, 2024
(in millions)LowHighLowHigh
Forecasted loss from operations$(27.7)$(23.7)$(41.7)$(31.7)
Forecasted stock-based compensation40.0 40.0 165.0 165.0 
Forecasted restructuring expense10.0 8.0 10.0 8.0 
Forecasted amortization of acquired intangible assets4.7 4.7 18.7 18.7 
Forecasted non-GAAP income from operations$27.0 $29.0 $152.0 $160.0 

Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ended
March 31, 2024		Year Ended
 December 31, 2024
(in millions, except per share data)LowHighLowHigh
Forecasted net loss(1)
$(34.6)$(30.6)$(68.9)$(58.9)
Forecasted stock-based compensation40.0 40.0 165.0 165.0 
Forecasted tax impact of stock-based compensation(0.4)(0.4)3.2 3.2 
Forecasted tax impact of acquisitions0.3 0.3 1.0 1.0 
Forecasted restructuring expense10.0 8.0 10.0 8.0 
Forecasted amortization of acquired intangible assets4.7 4.7 18.7 18.7 
Forecasted non-GAAP net income$20.0 $22.0 $129.0 $137.0 
Forecasted net loss per share, diluted(1)
$(0.29)$(0.26)$(0.58)$(0.49)
Forecasted stock-based compensation0.34 0.34 1.39 1.39 
Forecasted tax impact of stock-based compensation— — 0.03 0.03 
Forecasted tax impact of acquisitions— — 0.01 0.01 
Forecasted restructuring expense0.09 0.07 0.08 0.07 
Forecasted amortization of acquired intangible assets0.04 0.04 0.16 0.16 
Adjustment to diluted earnings per share(2)
(0.02)(0.01)(0.06)(0.07)
Forecasted non-GAAP earnings per share, diluted$0.16 $0.18 $1.03 $1.10 
Forecasted weighted-average shares used to compute GAAP net loss per share, diluted117.5117.5119.0119.0
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted123.0123.0125.0125.0
________________
(1)    The forecasted GAAP net loss assumes income tax expense of $3.8 million and $14.8 million in the three months ending March 31, 2024 and year ending December 31, 2024, 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.
12

Forecasted Free Cash Flow and Unlevered Free Cash FlowYear Ended
 December 31, 2024
(in millions)LowHigh
Forecasted net cash provided by operating activities$201.0 $211.0 
Forecasted purchases of property and equipment(7.7)(7.7)
Forecasted capitalized software development costs(4.0)(4.0)
Forecasted free cash flow189.3 199.3 
Forecasted cash paid for interest and other financing costs30.7 30.7 
Forecasted unlevered free cash flow$220.0 $230.0 
13
v3.24.0.1
Cover Page Document
Feb. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2024
Entity Registrant Name TENABLE HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38600
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
Entity Tax Identification Number 47-5580846
Grafico Azioni Tenable (NASDAQ:TENB)
Storico
Da Ott 2024 a Nov 2024 Clicca qui per i Grafici di Tenable
Grafico Azioni Tenable (NASDAQ:TENB)
Storico
Da Nov 2023 a Nov 2024 Clicca qui per i Grafici di Tenable