UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
10-Q
(Mark One)
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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
June 30, 2025
or
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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:
001-40297
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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(
781
)
328-6490
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
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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.
þ
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
þ
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.
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☑ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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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
þ
No
On August 4, 2025,
187,096,094
shares of common stock, par value $0.001 per share, were outstanding.
N-able, Inc.
Table of Contents
| PART I - FINANCIAL INFORMATION | |||||||||||
| Page | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II - OTHER INFORMATION | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
2
Safe Harbor Cautionary Statement
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such statements may be signified by terms such as “aim,” “anticipate,” “believe,” “continue,” “expect,” “feel,” “intend,” “estimate,” “seek,” “plan,” “may,” “can,” “could,” “should,” “will,” “would” or similar expressions and the negatives of those terms. In this report, forward-looking statements include statements regarding our financial projections, future financial performance and plans and objectives for future operations including, without limitation, the following:
•
expectations regarding our financial condition and results of operations, including revenue, revenue growth, revenue mix, cost of revenue, operating expenses, operating income, non-GAAP operating income, non-GAAP operating margin, adjusted EBITDA and adjusted EBITDA margin, ARR, cash flows and effective income tax rate;
•
expectations regarding the impact of foreign exchange rates and macroeconomic conditions on our business;
•
expectations regarding investment in product development and our expectations about the results of those efforts;
•
expectations concerning acquisitions and opportunities resulting from our acquisitions, including our acquisition of Adlumin, Inc. (“Adlumin”) in November 2024;
•
expectations regarding hiring additional personnel globally in the areas of sales and marketing and research and development;
•
intentions regarding our international earnings;
•
expectations regarding our capital expenditures; and
•
our beliefs regarding the sufficiency of our cash and cash equivalents, cash flows from operating activities and borrowing capacity.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following:
•
the impact of adverse economic conditions;
•
our ability to sell subscriptions to new customers, to sell additional solutions to our existing customers and to increase the usage of our solutions by our existing customers, as well as our ability to generate and maintain customer loyalty;
•
any decline in our renewal or net retention rates;
•
the possibility that general economic, political, legal and regulatory conditions and uncertainty may cause information technology spending to be reduced or purchasing decisions to be delayed, including as a result of inflation, actions taken by central banks to counter inflation, rising interest rates, war and political unrest, military conflict (including between Russia and Ukraine and in the Middle East), terrorism, sanctions, trade or other issues in the U.S. and internationally, or that such factors may otherwise harm our business, financial condition or results of operations;
•
recent significant changes to U.S. trade policies and reciprocal trade measures enacted or threatened, which have led and may continue to lead to volatility and uncertainty, including increased market volatility and currency exchange rate fluctuations, which may also cause information technology spending to be reduced or purchasing decisions to be delayed;
•
any inability to generate significant volumes of high-quality sales leads from our digital marketing initiatives and convert such leads into new business at acceptable conversion rates;
•
any inability to successfully identify, complete and integrate acquisitions and manage our growth effectively;
•
any inability to resell third-party software or integrate third-party software into our solutions, or find suitable replacements for such third-party software;
•
risks associated with our international operations;
•
foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity;
•
risks that cyberattacks and other security incidents may result in compromises or breaches of our, our customers’, or their SMB and mid-market customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our customers’, or their SMB and mid-market customers’ environments, the exploitation of vulnerabilities in our,
3
our customers’, or their SMB and mid-market customers’ security, the theft or misappropriation of our, our customers’, or their SMB and mid-market customers’ proprietary and confidential information, and interference with our, our customers’, or their SMB and mid-market customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business;
•
our status as a controlled company;
•
our ability to attract and retain qualified employees and key personnel;
•
the timing and success of new product introductions and product upgrades by us or our competitors;
•
our ability to maintain or grow our brands, including the Adlumin brand;
•
our ability to protect and defend our intellectual property and not infringe upon others’ intellectual property;
•
the possibility that our operating income could fluctuate and may decline as a percentage of revenue as we make further expenditures to expand our operations in order to support growth in our business;
•
our indebtedness, including increased borrowing costs resulting from rising interest rates, potential restrictions on our operations and the impact of events of default;
•
our ability to operate our business internationally and increase sales of our solutions to our customers located outside of the United States;
•
risks related to our spin-off from SolarWinds into a newly created and separately-traded public company, including that the distribution, together with certain related transactions, may not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, which could result in N-able incurring significant tax liabilities, and, in certain circumstances, requiring us to indemnify SolarWinds for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement
;
and that the spin-off may not achieve some or all of any anticipated benefits with respect to our business; and
•
such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially and adversely from those anticipated in these forward-looking statements, even if new information becomes available in the future.
In this report “N-able,” “Company,” “we,” “us” and “our” refer to N-able, Inc. and its consolidated subsidiaries, and references to “SolarWinds” and “Parent” refer to SolarWinds Corporation.
4
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
N-able, Inc.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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Accounts receivable, net of allowances of $
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| Income tax receivable |
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| Recoverable taxes |
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| Current contract assets |
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| Prepaid and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Operating lease right-of-use assets |
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| Deferred taxes |
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| Goodwill |
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| Intangible assets, net |
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| Other assets, net |
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| Total assets | $ |
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$ |
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| Liabilities and stockholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ |
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$ |
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| Accrued liabilities and other |
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| Current contingent consideration |
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| Current deferred consideration |
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| Current operating lease liabilities |
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| Income taxes payable |
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| Current portion of deferred revenue |
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| Current debt obligation |
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| Total current liabilities |
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| Long-term liabilities: | |||||||||||
| Deferred revenue, net of current portion |
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| Non-current deferred taxes |
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| Non-current operating lease liabilities |
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| Long-term debt, net of current portion |
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| Non-current deferred consideration |
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| Other long-term liabilities |
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| Total liabilities |
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Commitments and contingencies (
Note 11
)
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| Stockholders’ equity: | |||||||||||
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Common stock, $
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Preferred stock, $
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Treasury stock, at cost:
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(
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| Additional paid-in capital |
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| Accumulated other comprehensive income (loss) |
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(
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| Retained earnings |
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| Total stockholders' equity |
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| Total liabilities and stockholders' equity | $ |
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$ |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
5
N-able, Inc.
Consolidated Statements of Operations
(In thousands, except per share information)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Subscription and other revenue | $ |
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$ |
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$ |
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$ |
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| Cost of revenue: | |||||||||||||||||||||||
| Cost of revenue |
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| Amortization of acquired technologies |
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| Total cost of revenue |
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| Gross profit |
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| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing |
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| Research and development |
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| General and administrative |
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| Amortization of acquired intangibles |
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| Total operating expenses |
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| Operating income |
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| Other expense, net: | |||||||||||||||||||||||
| Interest expense, net |
(
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(
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(
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(
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| Other (expense) income, net |
(
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| Total other expense, net |
(
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(
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(
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(
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| Income (loss) before income taxes |
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(
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| Income tax expense |
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| Net (loss) income | $ |
(
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$ |
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$ |
(
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$ |
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| Net (loss) income per share: | |||||||||||||||||||||||
| Basic (loss) income per share | $ |
(
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$ |
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$ |
(
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$ |
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| Diluted (loss) income per share | $ |
(
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$ |
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$ |
(
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$ |
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| Weighted-average shares used to compute net (loss) income per share: | |||||||||||||||||||||||
| Shares used in computation of basic (loss) income per share: |
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| Shares used in computation of diluted (loss) income per share: |
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6
N-able, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income | $ |
(
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$ |
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$ |
(
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$ |
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| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment |
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(
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(
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| Other comprehensive income (loss) |
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(
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(
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| Comprehensive income | $ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
7
N-able, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands)
(Unaudited)
|
Three Months Ended June 30, 2025
|
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| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings | Total | |||||||||||||||||||||||||||||||||||||||||||
|
Balance as of March 31, 2025
|
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — |
(
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(
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| Foreign currency translation adjustment | — | — | — | — | — |
|
— |
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||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — |
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||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes |
|
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— | — |
(
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— | — |
(
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||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock | — | — | — | — | — | — | — |
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||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan | — | — | — | — | — | — | — |
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||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — |
(
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(
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— | — | — |
(
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||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — |
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— | — |
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Balance as of June 30, 2025
|
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$ |
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(
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Six Months Ended June 30, 2025
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| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings | Total | |||||||||||||||||||||||||||||||||||||||||||
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Balance as of December 31, 2024
|
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — |
(
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(
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| Foreign currency translation adjustment | — | — | — | — | — |
|
— |
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||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options |
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— | — | — |
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— | — |
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||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes |
|
|
— | — |
(
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— | — |
(
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||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock |
|
— | — | — |
|
— | — |
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||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan |
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— | — | — |
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— | — |
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||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — |
(
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(
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— | — | — |
(
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||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — |
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— | — |
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||||||||||||||||||||||||||||||||||||||||||
|
Balance as of June 30, 2025
|
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$ |
|
(
|
$ |
(
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$ |
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$ |
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$ |
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$ |
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8
N-able, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands)
(Unaudited)
|
Three Months Ended June 30, 2024
|
||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — |
|
|
||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — |
(
|
— |
(
|
||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options |
|
— | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes |
|
— | — | — |
(
|
— | — |
(
|
||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock | — | — | — | — | — | — | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan | — | — | — | — | — | — | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||||||||||||
|
Balance as of June 30, 2024
|
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||||
|
Six Months Ended June 30, 2024
|
||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total | |||||||||||||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2023
|
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — |
|
|
||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — |
(
|
— |
(
|
||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options |
|
— | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of shares withheld for taxes |
|
|
— | — |
(
|
— | — |
(
|
||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock | — | — | — | — | — | — | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock under employee stock purchase plan |
|
— | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | — | — |
|
||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — |
|
— | — |
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||||||||||||||||||||||||||||||||||||||||||
|
Balance as of June 30, 2024
|
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
9
N-able, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ |
(
|
$ |
|
|||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization |
|
|
|||||||||
| Provision for doubtful accounts |
|
|
|||||||||
| Stock-based compensation expense |
|
|
|||||||||
| Deferred taxes |
|
|
|||||||||
| Amortization of debt issuance costs |
|
|
|||||||||
| Loss on foreign currency exchange rates |
|
|
|||||||||
| Loss (gain) on contingent consideration |
|
(
|
|||||||||
| Deferred consideration expense |
|
|
|||||||||
| Gain on lease modification |
(
|
|
|||||||||
| Other non-cash expenses |
|
|
|||||||||
| Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||||||||||
| Accounts receivable |
(
|
|
|||||||||
| Income tax receivable |
(
|
(
|
|||||||||
| Recoverable taxes |
|
(
|
|||||||||
| Current contract assets |
(
|
(
|
|||||||||
| Operating lease right-of-use assets, net |
(
|
|
|||||||||
| Prepaid expenses and other assets |
(
|
(
|
|||||||||
| Accounts payable |
|
|
|||||||||
| Accrued liabilities and other |
(
|
(
|
|||||||||
| Income taxes payable |
(
|
|
|||||||||
| Deferred revenue |
(
|
(
|
|||||||||
| Other long-term assets |
|
(
|
|||||||||
| Other long-term liabilities |
|
(
|
|||||||||
| Net cash provided by operating activities |
|
|
|||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment |
(
|
(
|
|||||||||
| Purchases of intangible assets |
(
|
(
|
|||||||||
| Return of deposits in escrow |
|
|
|||||||||
| Net cash used in investing activities |
(
|
(
|
|||||||||
| Cash flows from financing activities | |||||||||||
| Payments of tax withholding obligations related to restricted stock units |
(
|
(
|
|||||||||
| Exercise of stock options |
|
|
|||||||||
| Proceeds from issuance of common stock under employee stock purchase plan |
|
|
|||||||||
| Repurchase of common stock |
(
|
|
|||||||||
| Deferred acquisition payments |
(
|
(
|
|||||||||
| Repayments of borrowings from Credit Agreement |
(
|
(
|
|||||||||
| Net cash used in financing activities |
(
|
(
|
|||||||||
| Effect of exchange rate changes on cash and cash equivalents |
|
|
|||||||||
| Net increase in cash and cash equivalents |
|
|
|||||||||
| Cash and cash equivalents | |||||||||||
| Beginning of period |
|
|
|||||||||
| End of period | $ |
|
$ |
|
|||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ |
|
$ |
|
|||||||
| Cash paid for income taxes | $ |
|
$ |
|
|||||||
| Supplemental disclosure of non-cash activities: | |||||||||||
| Change in purchases of property, equipment and leasehold improvements included in accounts payable and accrued expenses | $ |
|
$ |
|
|||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
10
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
1.
Organization and Nature of Operations
Description of Business
N-able, Inc., a Delaware corporation, together with its subsidiaries, is a leading global provider of cloud-based security, data protection, and unified endpoint management software solutions for IT services providers, including managed service providers (“MSPs”). Our powerful technology enables them to support digital transformation and growth for small and medium-sized businesses (“SMBs”) and mid-market businesses, which we define as those businesses having fewer than
2,500
employees. With a flexible technology platform and powerful integrations, N-able makes it easy for our customers to monitor, manage, and protect systems, data, and networks. Our growing portfolio of management, security, automation, and data protection solutions is built for IT services management professionals. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help our customers deliver exceptional value and achieve success at scale. Through our multi-dimensional land and expand model and global presence, we have been able to drive strong recurring revenue growth and profitability.
2.
Summary of Significant Accounting Policies
Basis of Presentation
Our interim Consolidated Financial Statements do not include all of the information and footnotes required by United States of America generally accepted accounting principles (“GAAP”) for complete financial statements. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, referred to as our “2024 Annual Report.”
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include:
•
the valuation of goodwill, intangibles, and long-lived assets;
•
the valuation of contingent consideration;
•
revenue recognition; and
•
income taxes.
11
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires disclosure of incremental segment information on an annual and interim basis. The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in ASC 280, “Segment Reporting.” The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. We adopted this standard as of December 31, 2024. The adoption of the standard did not have a material impact on our consolidated financial statements and only impacted our disclosures. See
Note 12. Operating Segments and Geographic Information
for disclosures related to the adoption of this standard.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2024 and early adoption is permitted. We do not believe this standard will have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The updated guidance is effective for public companies for fiscal periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We do not believe this standard will have a material impact on our consolidated financial statements.
Money Market Fund Financial Assets
As of June 30, 2025 and December 31, 2024, we have money market fund financial assets of $
55.1
million and $
44.0
million, respectively, which are included in “cash and cash equivalents” in our Consolidated Balance Sheets. See “Fair Value Measurements” below and
Note 6. Fair Value Measurements
for further details regarding the fair value measurements of our money market fund financial assets.
Fair Value Measurements
We apply the authoritative guidance on fair value measurements for financial assets and liabilities, such as our money market fund financial assets and contingent consideration liabilities, that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis.
The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us.
Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1.
Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.
The carrying amounts reported in our Consolidated Balance Sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. See
Note 6. Fair Value Measurements
for a summary of our financial instruments accounted for at fair value on a recurring basis as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, the carrying value of our outstanding debt approximates its estimated fair value as the interest rate on the debt is adjusted for changes in market rates. See
Note 8. Debt
for further details regarding our debt.
12
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component are summarized below:
| Foreign Currency Translation Adjustments | Accumulated Other Comprehensive Loss | ||||||||||
| (in thousands) | |||||||||||
| Balance as of December 31, 2024 | $ |
(
|
$ |
(
|
|||||||
| Other comprehensive income before reclassification |
|
|
|||||||||
| Amount reclassified from accumulated other comprehensive loss |
|
|
|||||||||
| Net current period other comprehensive income |
|
|
|||||||||
| Balance as of June 30, 2025 | $ |
|
$ |
|
|||||||
Revenue
Our revenue consists of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Subscription revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other revenue |
|
|
|
|
|||||||||||||||||||
| Total subscription and other revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
During the three and six months ended June 30, 2025 and 2024, respectively, we recognized the following revenue from subscription and other services at a point in time and over time:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue recognized at a point in time | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Revenue recognized over time |
|
|
|
|
|||||||||||||||||||
| Total revenue recognized | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Deferred Revenue
The following table reflects the changes in our total deferred revenue balance for the six months ended June 30, 2025:
| Total Deferred Revenue | |||||
| (in thousands) | |||||
| Balance as of December 31, 2024 | $ |
|
|||
| Deferred revenue recognized |
(
|
||||
| Additional amounts deferred |
|
||||
| Balance as of June 30, 2025 | $ |
|
|||
Contract Assets
Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets primarily relate to unbilled amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. Contract assets are recorded as current if the invoice will be delivered to the
13
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Capitalized Commissions
We recognize as an asset the incremental costs of obtaining a contract with a customer if we expect to recover those costs, and amortize the asset in accordance with the pattern of transfer of goods and services to which the asset relates. ASC 606 defines the incremental costs of obtaining a contract as the costs that an entity incurs in its efforts to obtain a contract that would not have been incurred if the contract had not been obtained.
Remaining Performance Obligations
We expect to recognize revenue related to remaining performance obligations as of June 30, 2025, as follows:
| Revenue Recognition Expected by Period | |||||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | More than 3 years | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Expected recognition of remaining performance obligations | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Cost of Revenue
Amortization of Acquired Technologies.
During the three and six months ended June 30, 2025 and 2024, respectively, amortization of acquired technologies included in cost of revenue relate to our subscription products as follows:
| Three Months Ended June 30, |
Six Months Ended June 30,
|
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Amortization of acquired technologies | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
3.
Acquisitions
14
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Adlumin, Inc.
On November 20, 2024, we acquired Adlumin, Inc. (“Adlumin”) a Washington, D.C. based enterprise-grade security operations platform provider. The acquisition was structured as a merger transaction pursuant to which Adlumin became our indirect wholly-owned subsidiary. The aggregate consideration payable at closing of the transaction included $
98.7
million in cash, subject to customary adjustments and funded with cash on hand, and the issuance of up to
1,570,762
shares of our common stock. Additionally, the former Adlumin shareholders have the right to receive $
120.0
million in cash in installments of $
52.5
million and $
67.5
million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $
30.0
million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years.
The acquisition is intended to build upon our prior partnership with Adlumin providing extended detection and response (“XDR”) capabilities and managed detection and response (“MDR”) services, and allow us to incorporate Adlumin’s innovative technology with our industry-leading platform that combines security, unified endpoint management, and data protection solutions. We incurred net transaction related costs of $
2.9
million during the year ended December 31, 2024, which are included in general and administrative expense. Goodwill and acquired identifiable intangible assets for this acquisition are not deductible for tax purposes. During the three months ended June 30, 2025, a measurement period adjustment resulted in a reduction to goodwill of $
0.2
million. The measurement period will conclude as of November 19, 2025.
The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:
| (in thousands) | |||||
|
Current liabilities, net, including cash acquired of $
|
$ |
(
|
|||
| Property and equipment, net |
|
||||
| Non-current liabilities, net |
(
|
||||
| Identifiable intangible assets | |||||
| Developed technology |
|
||||
| Customer relationships |
|
||||
| Trademarks |
|
||||
| Goodwill |
|
||||
| Total assets acquired, net | $ |
|
|||
The following table summarizes the total consideration for the assets acquired and liabilities assumed:
| (in thousands) | |||||
| Cash paid | $ |
|
|||
| Settlement of pre-existing relationships |
(
|
||||
| Deferred consideration |
|
||||
| Equity consideration |
|
||||
| Consideration payable in cash or equity |
|
||||
| Contingent consideration |
|
||||
| Total consideration, net | $ |
|
|||
The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life by category:
| Fair Value | Weighted-Average Useful Life | |||||||||||||
| (in thousands) | (in years) | |||||||||||||
| Developed technology | $ |
|
|
|||||||||||
| Customer relationships |
|
|
||||||||||||
| Trademarks |
|
|
||||||||||||
| Total identifiable intangible assets | $ |
|
||||||||||||
The fair value of the acquired developed technology intangible assets was determined using the multi-period excess earnings method under the income approach. The fair value of the acquired customer relationships intangible assets was determined using the distributor method under the income approach. The fair value of the acquired trademarks intangible assets was determined using the relief-from-royalty method under the income approach.
15
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
The results of operations related to Adlumin since the acquisition date are included in our Consolidated Financial Statements during the year ended December 31, 2024. Of the $
120.0
million of deferred consideration, $
7.0
million and $
7.8
million are contingent upon certain employees’ continued employment on the first and second anniversaries of the closing date, respectively. These amounts are accounted for as compensation expense for post-combination services and recognized over the period of performance. Of the $
120.0
million of deferred consideration, $
45.5
million and $
59.7
million are to be paid on the first and second anniversary dates of the closing, respectively, based upon the passage of time and were recorded at fair value as of the date of the transaction.
The deferred and contingent consideration liabilities are reevaluated periodically, but at least quarterly, to assess the impact of the passage of time, continued employment, and achievement of certain performance metrics against defined targets, as applicable, on the fair value of such liabilities. The resulting additional expense related to the passage of time is recognized within interest expense, net and the resulting gains or additional expense related to continued employment and changes in deferred consideration are recognized within general and administrative expense in our Consolidated Statements of Operations.
At the date of acquisition, the fair value of the deferred consideration was $
96.3
million. As of December 31, 2024, the fair value of the deferred consideration was $
98.1
million, resulting in the recognition of expense of $
1.8
million for the year ended December 31, 2024. As of June 30, 2025, the fair value of the deferred consideration was $
105.6
million, resulting in the recognition of expense of $
3.8
million and $
7.5
million for the three and six months ended June 30, 2025, respectively. At the date of acquisition, the fair value of the contingent consideration was $
16.6
million. As of December 31, 2024, the fair value of the contingent consideration was $
14.1
million, resulting in the recognition of a gain of $
2.6
million for the year ended December 31, 2024. During the three months ended June 30, 2025, we paid cash earn-out payments of $
5.4
million based upon the achievement of certain performance metrics against defined targets for the 2024 fiscal year. As of June 30, 2025, the fair value of the remaining contingent consideration of up to $
15.0
million, payable in 2026 based upon the achievement of certain performance metrics against defined targets for the 2025 fiscal year, was $
10.3
million, resulting in the recognition of expense of $
0.9
million and $
1.6
million for the three and six months ended June 30, 2025, respectively. See
Note 6. Fair Value Measurements
,
Note 7. Accrued Liabilities and Other
and
Note 11. Commitments and Contingencies
for additional information regarding the deferred and contingent consideration liabilities.
We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in
Note 2. Summary of Significant Accounting Policies
.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information shows the results of our operations for the years ended December 31, 2024 and 2023, as if the acquisition of Adlumin had occurred on January 1, 2023. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Adlumin.
The unaudited pro forma information reflects the effects of applying our accounting policies and a pro forma adjustment to the combined historical financial information of N-able and Adlumin, which includes transaction related costs, incremental amortization expense associated with the fair value of the acquired identifiable intangible assets, and the estimated income tax effect.
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | ||||||||||||||||||||||
| Actual | Pro Forma | Actual | Pro Forma | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Net income (loss) | $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
Spinpanel B.V.
On July 1, 2022, we completed the acquisition of all the outstanding equity of Spinpanel B.V. (“Spinpanel”) for a total consideration of up to approximately $
20.0
million, including up to $
10.0
million payable upon the achievement of certain revenue metrics through July 1, 2025. We funded the transaction with cash on hand. Goodwill and acquired identifiable intangible assets for this acquisition are not deductible for tax purposes. During the three months ended March 31, 2023, a measurement period adjustment of $
1.6
million was recorded to non-current deferred tax liabilities and goodwill. The measurement period concluded as of June 30, 2023. The contingent consideration liability was re-evaluated at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, there was
no
remaining contingent consideration liability. We
16
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
recognized a loss of $
0.1
million and a gain of $
1.4
million on the contingent consideration for the three and six months ended June 30, 2024, respectively.
The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:
| (in thousands) | |||||
|
Current assets, including cash acquired of $
|
$ |
|
|||
| Property and equipment, net |
|
||||
| Current liabilities |
(
|
||||
| Non-current deferred tax liabilities |
(
|
||||
| Identifiable intangible assets | |||||
| Developed technology |
|
||||
| Customer relationships |
|
||||
| Goodwill |
|
||||
| Total assets acquired, net | $ |
|
|||
4.
Goodwill
The following table reflects the changes in goodwill for the six months ended June 30, 2025:
| (in thousands) | |||||
| Balance as of December 31, 2024 | $ |
|
|||
| Acquisitions |
(
|
||||
| Foreign currency translation and other adjustments |
|
||||
| Balance as of June 30, 2025 | $ |
|
|||
5.
Relationship with Parent and Related Entities
On August 6, 2020, SolarWinds Corporation (“SolarWinds” or “Parent”) announced that its board of directors had authorized management to explore a potential spin-off of its MSP business into our company, a newly created and separately traded public company, and separate into two distinct, publicly traded companies (the “Separation”). On July 19, 2021, SolarWinds completed the Separation through a pro-rata distribution (the “Distribution”) of all the outstanding shares of our common stock it held to the stockholders of record of SolarWinds as of the close of business on July 12, 2021. As a result of the Distribution, we became an independent public company and our common stock is listed under the symbol “NABL” on the New York Stock Exchange.
Equity-Based Incentive Plans
Prior to the Separation and Distribution, certain of our employees participated in Parent’s equity-based incentive plans. Under the SolarWinds Corporation 2016 Equity Incentive Plan (the “2016 Plan”), our employees, consultants, directors, managers and advisors were awarded stock-based incentive awards in a number of forms, including non-qualified stock options. The ability to grant any future equity awards under the 2016 Plan terminated in October 2018. Under the SolarWinds Corporation 2018 Equity Incentive Plan, our employees were eligible to be awarded stock-based incentive awards, including non-statutory stock options or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other cash-based or share-based awards. Awards granted to our employees under the Parent incentive plans generally vested over periods ranging from
to
five years
. We measure stock-based compensation for all stock-based incentive awards at fair value on the grant date. Stock-based compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards.
In connection with the Separation and Distribution, all of the vested and outstanding and unvested SolarWinds equity awards held by our employees were converted to N-able awards (the “Conversion”). The modification of these equity awards resulted in incremental compensation expense to the extent the estimated fair value of the awards immediately following the modification exceeded the estimated fair value of the awards immediately prior to the modification. This expense is to be recognized upfront for all vested and outstanding awards and over the remaining vesting term for all unvested awards. We recognized
no
incremental expense in connection with the Conversion during the three months ended June 30, 2025, and less than $
0.1
million of incremental expense during three months ended June 30, 2024. We recognized less than $
0.1
million and $
0.1
million, respectively, of incremental expense in connection with the Conversion during the six months ended June 30,
17
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
2025 and 2024. We include stock-based compensation expense in operating expense (general and administrative, sales and marketing and research and development) and cost of revenue on our Consolidated Statements of Operations, depending on the nature of the employee’s role in our operations.
Agreements with SolarWinds
In connection with the completion of the Separation and Distribution on July 19, 2021, we entered into several agreements with SolarWinds that, among other things, provide a framework for our relationship with SolarWinds after the Separation and Distribution. The following summarizes some of the most significant agreements and relationships with SolarWinds.
Separation and Distribution Agreement
The Separation and Distribution Agreement sets forth our agreements with SolarWinds regarding the principal actions taken in connection with the Separation and Distribution. It also sets forth other agreements that govern aspects of our relationship with SolarWinds following the Separation and Distribution, including (i) the manner in which legal matters and claims are allocated and certain liabilities are shared between N-able and SolarWinds; (ii) other matters including transfers of assets and liabilities, treatment or termination of intercompany arrangements and the settlement or extinguishment of certain liabilities and other obligations between N-able and SolarWinds; and (iii) mutual indemnification clauses. The Separation and Distribution Agreement also provides that SolarWinds will be liable and obligated to indemnify us for all liabilities based upon, arising out of, or relating to the cyberattack on SolarWinds’ Orion Software Platform and internal systems announced by SolarWinds in December 2020
,
other than certain specified expenses for which we will be responsible through July 21, 2025. The term of the Separation and Distribution Agreement is indefinite and it may only be terminated with the prior written consent of both N-able and SolarWinds.
Tax Matters Agreement
We entered into a Tax Matters Agreement with SolarWinds that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
No
costs were incurred under the Tax Matters Agreement during the three and six months ended June 30, 2025 and 2024.
Software OEM Agreements
We entered into Software OEM Agreements with SolarWinds pursuant to which SolarWinds granted to N-able, and N-able granted to SolarWinds, a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain SolarWinds and N-able software products, respectively, to customers on a worldwide basis. Each agreement had a
two-year
term, and each agreement was renewed for an additional
two-year
term during the year ended December 31, 2023. We earned $
0.5
million of revenue during each of the three month periods ended June 30, 2025 and 2024, and incurred less than $
0.1
million of costs during each of the three month periods ended June 30, 2025 and 2024, under the Software OEM Agreements. We earned $
1.0
million and $
0.9
million of revenue during the six months ended June 30, 2025 and 2024, respectively, and incurred $
0.1
million of costs during each of the six month periods ended June 30, 2025 and 2024, under the Software OEM Agreements.
Employee Matters Agreement
We entered into an Employee Matters Agreement with SolarWinds that governs N-able's and SolarWinds’ compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocated liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.
No
costs were incurred under the Employee Matters Agreement during the three and six months ended June 30, 2025 and 2024.
Intellectual Property Matters Agreement
We entered into an Intellectual Property Matters Agreement with SolarWinds pursuant to which each party granted to the other party a generally irrevocable, non-exclusive, worldwide, and royalty-free license to use certain intellectual property rights retained by the other party. Under the Intellectual Property Matters Agreement, the term for the licensed or sublicensed know-how is perpetual and the term for each licensed or sublicensed patent is until expiration of the last valid claim of such patent. The Intellectual Property Matters Agreement will terminate only if N-able and SolarWinds agree in writing to terminate it.
No
costs were incurred under the Intellectual Property Matters Agreement during the three and six months ended June 30, 2025 and 2024.
Trademark License Agreement
We entered into a Trademark License Agreement with SolarWinds pursuant to which SolarWinds granted to N-able a generally limited, worldwide, non-exclusive and royalty-free license to use certain trademarks retained by SolarWinds that were used by SolarWinds in the conduct of its business prior to the Separation and Distribution. The Trademark License Agreement will terminate once we cease to use all of the licensed trademarks.
No
costs were incurred under the Trademark License Agreement during the three and six months ended June 30, 2025 and 2024.
18
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Software Cross License Agreement
We entered into a Software Cross License Agreement with SolarWinds pursuant to which each party granted to the other party a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. The term of the Software Cross License Agreement will be perpetual unless N-able and SolarWinds agree in writing to terminate the agreement. We earned
no
revenue and less than $
0.1
million of revenue during the three months ended June 30, 2025 and 2024, respectively, and incurred
no
costs and less than $
0.1
million of costs during the three months ended June 30, 2025 and 2024, respectively, under the Software Cross License Agreement. We earned
no
revenue and less than $
0.1
million of revenue during the six months ended June 30, 2025 and 2024, respectively, and incurred
no
costs and $
0.1
million of costs during the six months ended June 30, 2025 and 2024, respectively, under the Software Cross License Agreement.
Sublease Agreement
We entered into a Sublease Agreement with SolarWinds for our office space in Austin, Texas. We incurred operating lease costs of $
0.1
million under the Sublease Agreement during each of the three month periods ended June 30, 2025 and 2024. We incurred operating lease costs of $
0.3
million under the Sublease Agreement during each of the six month periods ended June 30, 2025 and 2024.
6.
Fair Value Measurements
The following tables summarize the fair value of our money market fund financial assets and contingent consideration financial liabilities that were measured on a recurring basis as of June 30, 2025 and December 31, 2024. See
Note 3. Acquisitions
and
Note 11. Commitments and Contingencies
for further details regarding our contingent consideration liabilities. There have been no transfers between fair value measurement levels during the three and six months ended June 30, 2025.
|
Fair Value Measurements as of
June 30, 2025 Using
|
|||||||||||||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Fair Value Measurements as of
December 31, 2024 Using
|
|||||||||||||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table presents a summary of the changes in the fair value of our contingent consideration liabilities measured using Level 3 inputs during the three months ended June 30, 2025 and 2024:
19
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
2025
|
2024
|
2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Beginning balance | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Payments |
(
|
|
(
|
|
|||||||||||||||||||
| Net losses (gains) recognized |
|
|
|
(
|
|||||||||||||||||||
| Ending balance | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
7.
Accrued Liabilities and Other
Accrued and other current liabilities were as follows:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Payroll-related accruals | $ |
|
$ |
|
|||||||
| Value-added and other tax |
|
|
|||||||||
| Purchasing accruals |
|
|
|||||||||
| Accrued interest expense |
|
|
|||||||||
| Accrued professional fees |
|
|
|||||||||
| Accrued royalties |
|
|
|||||||||
| Consideration payable in cash or equity |
|
|
|||||||||
| Accrued other liabilities |
|
|
|||||||||
| Total accrued liabilities and other | $ |
|
$ |
|
|||||||
8.
Debt
In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company, including N-able International Holdings I, Inc. (as guarantor) and N-able International Holdings II, Inc. (as borrower), entered into the Credit Agreement with JPMorgan Chase, Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto. N-able International Holdings I, LLC is a holding company with no other operations, cash flows, material assets or liabilities other than the equity interests in N-able International Holdings II, LLC. The Credit Agreement provides for $
410.0
million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $
60.0
million revolving credit facility (the “Revolving Facility”), and a $
350.0
million term loan facility (the “Term Loan”). On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $
16.5
million, representing a portion of the proceeds from the Term Loan, net of the repayment of related party debt due to SolarWinds Holdings, Inc., payment of intercompany trade payables, and fees and other transaction related costs, to SolarWinds. The Revolving Facility will primarily be available for general corporate purposes.
The following table summarizes information relating to our outstanding debt as of June 30, 2025 and December 31, 2024:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Amount Outstanding | Effective Rate | Amount Outstanding | Effective Rate | ||||||||||||||||||||
| (in thousands, except interest rates) | |||||||||||||||||||||||
| Term loan facility | $ |
|
|
% | $ |
|
|
% | |||||||||||||||
| Revolving credit facility |
|
|
% |
|
|
% | |||||||||||||||||
| Total principal amount |
|
|
|||||||||||||||||||||
| Unamortized discount and debt issuance costs |
(
|
(
|
|||||||||||||||||||||
| Total debt, net |
|
|
|||||||||||||||||||||
| Less: Current debt obligation |
(
|
(
|
|||||||||||||||||||||
| Long-term debt, net of current portion | $ |
|
$ |
|
|||||||||||||||||||
20
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Under the Credit Agreement, borrowings denominated in U.S. dollars under the Revolving Facility bear interest at a floating SOFR-based rate (subject to a “floor” of
0.0
%) for a specified interest period plus an applicable margin of
3.00
%. Under the Credit Agreement, borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted Euro Interbank Offered Rate (“EURIBOR”) rate (subject to a “floor” of
0.0
%) for a specified interest period plus an applicable margin of
3.00
%. Under the Credit Agreement, borrowings under the Term Loan bear interest at a floating SOFR-based rate (subject to a “floor” of
0.5
%) for a specified interest period plus an applicable margin of
3.00
%. Each margin is subject to reductions to
2.75
% and
1.75
%, respectively, based on our first lien net leverage ratio.
In addition to paying interest on loans outstanding under the Revolving Facility, we are required to pay a commitment fee of
0.375
% per annum in respect of unused commitments thereunder, subject to a reduction to
0.25
% per annum based on our first lien net leverage ratio.
The Term Loan requires quarterly repayments equal to
0.25
% of the original principal amount, commencing in December 2021 through June 2028. The final maturity dates of the Revolving Facility and Term Loan are July 18, 2026 and July 18, 2028, respectively.
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; create liens; engage in mergers or consolidations; sell or transfer assets; pay dividends and distributions or repurchase our capital stock; make investments, loans or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; and enter into negative pledge agreements. In addition, the Revolving Facility is subject to a financial covenant requiring compliance with a maximum first lien net leverage ratio of
7.50
to 1.00 at the end of each fiscal quarter, which will trigger when loans outstanding under the Revolving Facility exceed
35
% of the aggregate commitments under the Revolving Facility. The Credit Agreement contains certain customary events of default, including, among others, failure to pay principal, interest or other amounts; inaccuracy of representations and warranties; violation of covenants; cross events of default; certain bankruptcy and insolvency events; certain ERISA events; certain undischarged judgments; and change of control.
As of June 30, 2025 and December 31, 2024, we were in compliance with all covenants of the Credit Agreement.
The following table summarizes the remaining future minimum principal payments under the Credit Agreement as of June 30, 2025:
| (in thousands) | |||||
| 2025 | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| Total minimum principal payments | $ |
|
|||
21
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
9.
Earnings Per Share
A reconciliation of the number of shares in the calculation of basic and diluted earnings per share follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares outstanding used in computing basic earnings per share |
|
|
|
|
|||||||||||||||||||
| Basic earnings per share | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net (loss) income | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used in computing basic earnings per share |
|
|
|
|
|||||||||||||||||||
| Add dilutive impact of employee equity plans |
|
|
|
|
|||||||||||||||||||
| Weighted-average shares used in computing diluted earnings per share |
|
|
|
|
|||||||||||||||||||
| Diluted earnings per share | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
The dilutive impact of employee equity awards was not applicable to the calculation of diluted net loss per share for the three and six months ended June 30, 2025, as the effect would have been anti-dilutive.
The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted net income per share attributable to common stockholders for the three and six months ended June 30, 2024, because their effect would have been anti-dilutive or for which the performance condition had not been met at the end of the period:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| 2024 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Restricted stock units |
|
|
|||||||||
| Total anti-dilutive shares |
|
|
|||||||||
22
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
10.
Income Taxes
For the three months ended June 30, 2025 and 2024, we recorded income tax expense of $
5.2
million and $
6.1
million, respectively, resulting in an effective tax rate of
441.4
% and
39.1
%, respectively. The increase in the effective tax rate for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to an increase in the amount of the unbenefited loss in the United States, partially offset by a decrease in income taxes on income outside of the United States. For the six months ended June 30, 2025 and 2024, we recorded income tax expense of $
8.5
million and $
11.8
million, respectively, resulting in an effective tax rate of (
316.7
)% and
41.0
%, respectively. The increase in the effective tax rate for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to an increase in the amount of the unbenefited loss in the United States, partially offset by a decrease in income taxes on income outside of the United States.
On July 4, 2025, the President signed into law H.R. 1, the “One Big Beautiful Bill Act” (“OBBBA”). Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code (IRC) Section 174, extension of bonus depreciation, the restoration of an EBITDA-based interest limitation deduction, and revisions to international tax regimes. We are evaluating the financial implications of the OBBBA and will begin reflecting its effects in the third quarter of 2025. We do not anticipate the overall impact to be material.
Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of June 30, 2025, we did not have any accrued interest and penalties related to unrecognized tax benefits.
In 2021, the Organization for Economic Co-operation and Development ("OECD") released model rules for a global minimum tax known as Pillar Two. Under such rules, a minimum effective tax rate of 15% would apply to multinational companies with consolidated revenues above €750 million. Although we operate in one or more jurisdictions that have substantively enacted Pillar Two legislation, we have not exceeded the revenue threshold of €750 million, and as such, we do not expect to be subject to the Pillar Two rules in 2025.
We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2021 through 2024 tax years generally remain open and subject to examination by federal, state and foreign tax authorities. We are currently under examination by the IRS for the tax years 2013 through the period ending February 2016. A Form 870-AD was signed with the Internal Revenue Service on January 22, 2025 related to tax years 2013 through the period ending February 2016. During the three months ended March 31, 2021, we finalized a settlement agreement with the IRS for the tax years 2011 to 2012. We are currently under audit by the Massachusetts Department of Revenue for the 2015 through February 2016 tax years, and the Texas Comptroller for the 2015 through 2018 tax years. We are currently under audit by the Canada Revenue Agency (“CRA”) for the tax years 2021 and 2022.
11.
Commitments and Contingencies
Legal Proceedings
From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, the resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our Consolidated Financial Statements, cash flows or financial position. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period.
23
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Commitments as a Result of Acquisitions
On December 14, 2022, we completed the acquisition of certain assets, primarily in the form of intellectual property, from a third party for a total consideration of up to $
6.5
million, including $
3.1
million of cash paid on the acquisition date, $
1.0
million of product delivery fees and up to $
2.5
million payable upon the achievement of certain software engineering and knowledge transfer milestones. The total consideration of $
6.5
million has been capitalized as costs to obtain internal-use computer software from third parties and will be amortized over an estimated useful life of three years, beginning when the related technology is deemed ready for its intended use, in accordance with our policy for the capitalization of internal-use software costs. The $
2.5
million of contingent consideration was deemed to be the total value of technology not ready for its intended use as of the acquisition date. During the year ended December 31, 2023, $
1.5
million of cash was paid due to the achievement of
two
of the software engineering and knowledge transfer milestones, with the related technology deemed ready for its intended use. During the three months ended June 30, 2024, $
1.0
million of cash was paid due to the achievement of the final software engineering and knowledge transfer milestones, with the related technology deemed ready for its intended use. There is
no
remaining contingent consideration related to this acquisition as of June 30, 2025 and December 31, 2024, and
no
gains or losses on the contingent consideration were recognized during the three and six months ended June 30, 2025 and 2024.
See
Note 3. Acquisitions
,
Note 6. Fair Value Measurements
, and
Note 7. Accrued Liabilities and Other
for further details regarding our deferred and contingent consideration liabilities related to the November 20, 2024 acquisition of Adlumin and the July 1, 2022 acquisition of Spinpanel.
12.
Operating Segments and Geographic Information
Operating Segments
Our chief operating decision-maker (“CODM”) is our Chief Executive Officer. As our CODM, our Chief Executive Officer manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results, including discrete financial information and profitability metrics, are reviewed at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we consider ourselves to be in a single operating and reportable segment structure.
As we operate in a single operating and reportable segment structure, our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net (loss) income, as presented in our Consolidated Statements of Operations, among other metrics. There is no expense or asset information, that are supplemental to those disclosed in these consolidated financial statements, that are regularly provided to the CODM. Our CODM uses consolidated net (loss) income to assess performance for the segment by reviewing actual performance against internal forecasts and historical performance. Since we operate as
one
operating segment, financial segment information, including profit or loss, can be found in our Consolidated Financial Statements. While not presented separately within our Consolidated Financial Statements, our consolidated net (loss) income includes depreciation expense of $
4.6
million and $
4.0
million for the three months ended June 30, 2025 and 2024, respectively, and $
8.8
million and $
8.0
million for the six months ended June 30, 2025 and 2024, respectively, and amortization expense of $
6.3
million and $
1.9
million for the three months ended June 30, 2025 and 2024, respectively, and $
12.4
million and $
3.7
million for the six months ended June 30, 2025 and 2024, respectively.
Geographic Information
We base revenue by geography on the shipping address of each customer. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue for the three and six months ended June 30, 2025 and 2024, respectively.
The following tables set forth revenue by geographic area:
24
N-able, Inc.
Notes to Consolidated Financial Statements (Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| United States, country of domicile | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| United Kingdom |
|
|
|
|
|||||||||||||||||||
| All other international |
|
|
|
|
|||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Other than the United States, Switzerland, and United Kingdom, no single country accounted for 10% or more of our total net long-lived assets as of June 30, 2025 and December 31, 2024, respectively.
The following tables set forth net long-lived assets by geographic area:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Long-lived assets, net | |||||||||||
| United States, country of domicile | $ |
|
$ |
|
|||||||
| Switzerland |
|
|
|||||||||
| United Kingdom |
|
|
|||||||||
| All other international |
|
|
|||||||||
| Total long-lived assets, net | $ |
|
$ |
|
|||||||
25
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially and adversely from those anticipated in the forward-looking statements. Please see the section entitled “Safe Harbor Cautionary Statement” above and the risk factors described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the uncertainties, risks and assumptions associated with these statements. The following discussion and analysis also includes a discussion of certain non-GAAP financial measures. For a description and reconciliation of the non-GAAP measures discussed in this section, see “Non-GAAP Financial Measures” below.
Overview
N-able, Inc., a Delaware corporation, together with its subsidiaries (“Company”, “we,” “us” and “our”) is a leading global provider of cloud-based security, data protection, and unified endpoint management software solutions for IT services providers, including managed service providers (“MSPs”). Our powerful technology enables them to support digital transformation and growth for small and medium-sized businesses (“SMBs”) and mid-market businesses, which we define as those businesses having fewer than 2,500 employees. With a flexible technology platform and powerful integrations, N-able makes it easy for our customers to monitor, manage, and protect systems, data, and networks. Our growing portfolio of management, security, automation, and data protection solutions is built for IT services management professionals. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help our customers deliver exceptional value and achieve success at scale. Through our multi-dimensional land and expand model and global presence, we have been able to drive strong recurring revenue growth and profitability.
On August 6, 2020, SolarWinds Corporation (“SolarWinds” or “Parent”) announced that its board of directors had authorized management to explore a potential spin-off of its MSP business into our company, a newly created and separately traded public company, and separate into two distinct, publicly traded companies (the “Separation”). On July 19, 2021, SolarWinds completed the Separation through a pro-rata distribution (the “Distribution”) of all the outstanding shares of our common stock it held to the stockholders of record of SolarWinds as of the close of business on July 12, 2021. As a result of the Distribution, we became an independent public company and our common stock is listed under the symbol “NABL” on the New York Stock Exchange.
Second Quarter Financial Highlights
Revenue
Our total revenue was $131.2 million and $119.4 million for the three months ended June 30, 2025 and 2024, respectively.
During the
year ended December 31, 2024
, we began increasing the proportion of our subscriptions that are long-term committed contracts, as compared to month-to-month contracts (the “Long-Term Contract Initiative”). Under Accounting Standards Update No. 2014-09,
“Revenue from Contracts with Customers (“Topic 606”),” we recognize revenue for long-term subscriptions when the distinct license is made available to the customer, and support revenue is recognized ratably over the contract term. Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period
.
The Long-Term Contract Initiative results in an increase in point in time subscription revenue, primarily due to the impact of revenue recognition for long-term committed contracts under Topic 606, net of any volume and pricing rationalization when committing to long-term subscriptions and any fluctuations in month-to-month contracts. See
Note 2. Summary of Significant Accounting Policies
in the
Notes to Cons
olidated Financial Statements
for further details regarding revenue recognized from subscription and other services at a point in time and over time.
Annual Recurring Revenue
Total annual recurring revenue (“ARR”) as of June 30, 2025 was $513.7 million, compared to $448.8 million as of June 30, 2024, representing an increase of 14.5%. This increase was primarily due to steady demand for our solutions and the impact of the November 20, 2024 acquisition of Adlumin.
As of June 30, 2025, we had 2,540 customers with ARR over $50,000 on our platform, up from 2,194 as of June 30, 2024, representing an increase of 15.8%. Over the same period, customers with over $50,000 of ARR on our platform grew from approximately 56% of our total ARR as of June 30, 2024 to approximately 60% of our total ARR as of June 30, 2025.
26
We calculate ARR by annualizing the recurring revenue and related usage revenue inclusive of discounts, excluding the impacts of credits and reserves, recognized during the last day of the reporting period from both long-term and month-to-month subscriptions. We use ARR, and in particular ARR attributable to customers with over $50,000 of ARR, to enhance the understanding of our business performance and the growth of our relationships with our customers.
Profitability
Our operating income for the three months ended June 30, 2025 was $10.1 million, compared to operating income of $22.0 million for the three months ended June 30, 2024. Our net loss for the three months ended June 30, 2025 was $4.0 million compared to net income of $9.5 million for the three months ended June 30, 2024. The decrease in net income for the three months ended June 30, 2024 was primarily due to an increase in sales and marketing expense, an increase in cost of revenue, an increase in research and development expense, an increase in amortization of acquired technologies, an increase in other (expense) income, net, an increase in amortization of acquired intangibles, an increase in interest expense, net, and an increase in general and administrative expense, partially offset by an increase in revenue and a decrease in income tax expense. Our Adjusted EBITDA, calculated as net (loss) income of $(4.0) million and $9.5 million for the three months ended June 30, 2025 and 2024, respectively, excluding amortization of acquired intangibles and developed technology of $6.3 million and $1.9 million, respectively, depreciation expense of $4.6 million and $4.0 million, respectively, income tax expense of $5.2 million and $6.1 million, respectively, interest expense, net of $8.1 million and $7.6 million, respectively, unrealized foreign currency (gains) losses of $2.4 million and $0.4 million, respectively, transaction related costs of $5.6 million and $4.9 million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $13.2 million and $12.2 million, respectively, and restructuring costs and other of $0.4 million and $0.3 million, respectively, was $41.6 million and $46.8 million for the three months ended June 30, 2025 and 2024, respectively. For a description and reconciliation of the non-GAAP measures discussed in this section, see
Non-GAAP Financial Measures
below.
Cash Flow
We have built our business to generate strong cash flow over the long term. For the three months ended June 30, 2025 and 2024, cash flows from operations were $24.2 million and $27.3 million, respectively. Our cash flows from operations were reduced by cash payments for interest of $6.3 million and $7.3 million for the three months ended June 30, 2025 and 2024, respectively, and cash payments for income taxes of $3.7 million and $4.2 million for the three months ended June 30, 2025 and 2024, respectively.
Components of Our Results of Operations
Revenue
Our revenue consists of the following:
•
Subscription Revenue.
We primarily derive subscription revenue from the sale of subscriptions to the SaaS solutions that we host and manage on our platform. Our subscriptions provide access to the latest versions of our software platform, technical support and unspecified software upgrades and updates. Subscription revenue for our SaaS solutions is generally recognized ratably over the subscription term once the service is made available to the customer or when we have the right to invoice for services performed. In addition, our subscription revenue includes sales of our self-managed solutions, which are hosted and managed by our customers. Subscriptions of our self-managed solutions include term licenses, technical support and unspecified software upgrades. Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period. We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis.
•
Other Revenue.
Other revenue consists primarily of revenue from the sale of our maintenance services associated with the historical sales of perpetual licenses and revenue from professional services. MSP customers with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their solutions on a when-and-if-available basis for the specified agreement period.
Cost of Revenue
•
Cost of Revenue.
Cost of revenue consists of public cloud infrastructure and hosting fees, an allocation of overhead costs for our subscription revenue and maintenance services, royalty fees, and personnel costs for technical support and our security operations center. We allocate facilities, depreciation, IT and benefits costs based on headcount.
27
•
Amortization of Acquired Technologies.
We amortize to cost of revenue capitalized costs of technologies acquired in connection with the July 1, 2022 acquisition of Spinpanel B.V. (“Spinpanel”) and November 20, 2024 acquisition of Adlumin, Inc. (“Adlumin”).
Operating Expenses
Operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles. Generally, personnel costs are the most significant component of operating expenses and include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, IT and benefits costs. We had total employees of 1,882, 1,773, and 1,623 as of June 30, 2025, December 31, 2024, and June 30, 2024, respectively. Our stock-based compensation expense increased during the three and six months ended June 30, 2025 as compared to the corresponding period of the prior fiscal year primarily due to the impact of new equity awards that were granted to employees through June 30, 2025, and we expect stock-based compensation expense to continue to increase during the year ending December 31, 2025.
•
Sales and Marketing.
Sales and marketing expenses primarily consist of related personnel costs, including our sales, marketing, partner success and product management teams, net of capitalized commissions related to long-term committed contracts, as well as an allocation of our facilities, depreciation, IT and benefits costs. Sales and marketing expenses also include the cost of digital marketing programs such as paid search, search engine optimization and management and website maintenance and design, marketing development funds, as well as the cost of events for existing and prospective customers. We expect to continue to grow our sales and marketing organization over time to drive new customer adds, retain and expand with existing customers, and pursue initiatives designed to help our customers succeed and grow.
•
Research and Development.
Research and development expenses primarily consist of related personnel costs, including our engineering, development operations, user experience and security operations teams, as well as an allocation of our facilities, depreciation, IT and benefits costs. We expect to continue to grow our research and development organization over time and also to incur additional expenses associated with bringing new product offerings to market and our enhancements of security, monitoring and authentication of our solutions.
•
General and Administrative.
General and administrative expenses primarily consist of personnel costs for executives, finance, legal, human resources, business applications and other administrative personnel, general restructuring charges and other transaction related costs, professional fees and other general corporate expenses, as well as an allocation of our facilities, depreciation, IT and benefits costs. We expect to continue to grow our general and administrative organization over time to support continued growth of our business.
•
Amortization of Acquired Intangibles.
We amortize to operating expenses capitalized costs of intangible assets primarily acquired in connection with the July 1, 2022 acquisition of Spinpanel and the November 20, 2024 acquisition of Adlumin.
Other Expense, Net
Other expense, net primarily consists of interest expense related to the Credit Agreement and the Adlumin deferred consideration liability and losses resulting from changes in exchange rates on foreign currency denominated accounts, partially offset by gains resulting from changes in exchange rates on foreign currency denominated accounts, dividend income from our money market fund financial assets and interest income on recoverable taxes. See
Item 3. Quantitative and Qualitative Disclosures About Market Risk
for additional information on how interest rates impact our financial results.
Foreign Currency
As a global company, we face exposure to adverse movements in foreign currency exchange rates. Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. See
Item 3. Quantitative and Qualitative Disclosures About Market Risk
for additional information on how foreign currency impacts our financial results.
Income Tax Expense
Income tax expense consists of domestic and foreign corporate income taxes related to the sale of subscriptions. Our effective tax rate will be affected by many factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, valuation allowance, uncertain tax positions, stock-based compensation, permanent nondeductible book and tax differences, shifts in the allocation of income earned throughout the world and changes in overall levels of income before tax.
28
Comparison of the Three Months Ended June 30, 2025
and 2024
Revenue
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Subscription revenue | $ | 129,874 | 99.0 | % | $ | 117,413 | 98.3 | % | $ | 12,461 | |||||||||||||||||||
| Other revenue | 1,375 | 1.0 | 2,034 | 1.7 | (659) | ||||||||||||||||||||||||
| Total subscription and other revenue | $ | 131,249 | 100.0 | % | $ | 119,447 | 100.0 | % | $ | 11,802 | |||||||||||||||||||
Total revenue increased $11.8 million, or 9.9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. We base revenue by geography on the billing address of each customer. Based on customer location, revenue from the United States was approximately 49.2% and 48.0% of total revenue for the three months ended June 30, 2025 and 2024, respectively. Revenue from the United Kingdom was approximately 10.4% and 10.3% of total revenue for the three months ended June 30, 2025 and 2024, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.
Subscription Revenue.
Subscription revenue increased $12.5 million, or 10.6%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in subscription revenue was primarily driven by growth in sales of our data protection, security and unified endpoint management solutions, inclusive of the net positive impact from long-term committed contracts, and includes revenue attributable to the recently acquired Adlumin business. See
Second Quarter Financial Highlights
for further details regarding the impact of long-term committed contracts during the three months ended June 30, 2025. Subscription revenue as a percentage of our total revenue was 99.0% for the three months ended June 30, 2025, compared to 98.3% for the three months ended June 30, 2024.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 102% and 108% for the trailing twelve-month periods ended June 30, 2025 and 2024, respectively. The 102% dollar-based net revenue retention rate reflects the impact from our pricing and packaging changes, coupled with rationalization related to our Long-Term Contract Initiative, which began materially impacting net revenue retention during the three months ended June 30, 2024. Our calculation includes any expansion revenue and is net of any contraction or cancellation, but excludes credits and revenue attributable to any customer who was not a customer with a paid subscription in the prior period. To calculate our annual dollar-based net revenue retention rate, we first identify the customers with active paid subscriptions in the last month of the prior-year period, or the base customers. We then divide the subscription revenue in the last month of the current-year period attributable to the base customers by the revenue attributable to those base customers in the last month of the prior-year period. Our dollar-based net revenue retention rate for a particular period is then obtained by averaging the rates from that particular period with the results from each of the prior eleven months.
Other Revenue
. Other revenue decreased $0.7 million, or 32.4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease in maintenance revenue of $0.8 million, partially offset by an increase in professional services revenue of $0.1 million. Other revenue as a percentage of our total revenue was 1.0% for the three months ended June 30, 2025, compared to 1.7% for the three months ended June 30, 2024.
Cost of Revenue
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Cost of revenue | $ | 24,468 | 18.6 | % | $ | 18,706 | 15.7 | % | $ | 5,762 | |||||||||||||||||||
| Amortization of acquired technologies | 4,229 | 3.2 | 458 | 0.4 | 3,771 | ||||||||||||||||||||||||
| Total cost of revenue | $ | 28,697 | 21.9 | % | $ | 19,164 | 16.0 | % | $ | 9,533 | |||||||||||||||||||
Total cost of revenue increased $9.5 million, or 49.7%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in amortization of acquired technologies of $3.8 million related to the November 20, 2024 acquisition of Adlumin, an increase in public cloud infrastructure and hosting fees and royalties related to
29
our subscription products of $3.2 million, an increase in personnel costs driven by headcount and salary increases of $1.4 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $0.8 million, and an increase in contract services costs of $0.2 million.
Operating Expenses
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Sales and marketing | $ | 42,362 | 32.3 | % | $ | 32,850 | 27.5 | % | $ | 9,512 | |||||||||||||||||||
| Research and development | 26,336 | 20.1 | 22,391 | 18.7 | 3,945 | ||||||||||||||||||||||||
| General and administrative | 23,229 | 17.7 | 23,048 | 19.3 | 181 | ||||||||||||||||||||||||
| Amortization of acquired intangibles | 503 | 0.4 | 15 | — | 488 | ||||||||||||||||||||||||
| Total operating expenses | $ | 92,430 | 70.4 | % | $ | 78,304 | 65.6 | % | $ | 14,126 | |||||||||||||||||||
Sales and Marketing.
Sales and marketing expenses increased $9.5 million, or 29.0%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in personnel costs of $5.8 million, which includes an increase in stock-based compensation expense of $0.9 million, an increase in transaction related costs of $1.4 million, an increase in travel and event-related costs of $1.2 million, and an increase in advertising expense of $0.9 million.
Research and Development.
Research and development expenses increased $3.9 million, or 17.6%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in personnel costs driven by headcount and salary increases of $3.7 million, which includes an increase in stock-based compensation expense of $0.3 million, an increase in contract services costs of $0.6 million, and an increase in subscription costs of $0.5 million, partially offset by an increase in capitalized internal-use software costs of $1.2 million.
General and Administrative
. General and administrative expenses increased $0.2 million, or 0.8%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in contract services costs of $0.5 million, an increase in restructuring and other costs of $0.4 million, and an increase in personnel costs driven by headcount and salary increases of $0.3 million, partially offset by a net decrease in transaction related costs of $1.0 million.
Amortization of Acquired Intangibles.
Amortization of acquired intangibles increased $0.5 million from $15 thousand for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, related to the November 20, 2024 acquisition of Adlumin.
Interest Expense, Net
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Interest expense, net | $ | (8,090) | (6.2) | % | $ | (7,606) | (6.4) | % | $ | (484) | |||||||||||||||||||
30
Interest expense, net increased by $0.5 million, or 6.4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase in expense of $1.4 million related to the Adlumin deferred consideration liability, partially offset by a decrease in interest expense of $1.0 million due to the impact of decreased interest rates and lower outstanding borrowings under the Credit Agreement. Outstanding borrowings under the Credit Agreement bear interest at variable rates, and therefore changes in interest rates will have an impact on our financial results and cash flows. See
Note 8. Debt
in the
Notes to Consolidated Financial Statements
for further details regarding the Credit Agreement and
Note 3. Acquisitions
,
Note 6. Fair Value Measurements
,
and
Note 11. Commitments and Contingencies
for further details regarding the acquisition of Adlumin.
Other (Expense) Income, Net
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Other (expense) income, net | $ | (854) | (0.7) | % | $ | 1,142 | 1.0 | % | $ | (1,996) | |||||||||||||||||||
Other (expense) income, net decreased by $2.0 million, or 174.8%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to a decrease in the impact of changes in foreign currency exchange rates of $1.2 million related to various accounts for the period and a decrease in dividend income from our money market fund financial assets of $0.9 million.
Income Tax Expense
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| (Loss) income before income taxes | $ | 1,178 | 0.9 | % | $ | 15,515 | 13.0 | % | $ | (14,337) | |||||||||||||||||||
| Income tax expense | 5,200 | 4.0 | 6,060 | 5.1 | (860) | ||||||||||||||||||||||||
| Effective tax rate | 441.4 | % | 39.1 | % | 402.3 | % | |||||||||||||||||||||||
Our income tax expense for the three months ended June 30, 2025 decreased by $0.9 million as compared to the three months ended June 30, 2024. The effective tax rate increased to 441.4% for the same period primarily due to an increase in the amount of the unbenefited loss in the United States, partially offset by a decrease in income taxes on income outside of the United States.
On July 4, 2025, the President signed into law H.R. 1, the “One Big Beautiful Bill Act” (“OBBBA”). Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code (IRC) Section 174, extension of bonus depreciation, the restoration of an EBITDA-based interest limitation deduction, and revisions to international tax regimes. We are evaluating the financial implications of the OBBBA and will begin reflecting its effects in the third quarter of 2025. We do not anticipate the overall impact to be material. For additional discussion about our income taxes, see
Note 10. Income Taxes
in the
Notes to Consolidated Financial Statements
.
Comparison of the Six Months Ended June 30, 2025 and 2024
Revenue
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Subscription Revenue | $ | 246,723 | 98.9 | % | $ | 228,930 | 98.2 | % | $ | 17,793 | |||||||||||||||||||
| Other revenue | 2,723 | 1.1 | 4,266 | 1.8 | (1,543) | ||||||||||||||||||||||||
| Total subscription and other revenue | $ | 249,446 | 100.0 | % | $ | 233,196 | 100.0 | % | $ | 16,250 | |||||||||||||||||||
31
Total revenue increased $16.3 million, or 7.0%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. We base revenue by geography on the billing address of each customer. Based on customer location, revenue from the United States was approximately 50.1% and 47.9% of total revenue for the six months ended June 30, 2025 and 2024, respectively. Revenue from the United Kingdom was approximately 10.2% and 10.4% of total revenue for the six months ended June 30, 2025 and 2024, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.
Subscription Revenue.
Subscription revenue increased $17.8 million, or 7.8%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in subscription revenue was primarily driven by growth in sales of our data protection, security and remote monitoring and management solutions, inclusive of the impact from long-term committed contracts. See
Second Quarter Financial Highlights
for further details regarding the impact of long-term committed contracts during the six months ended June 30, 2025. Subscription revenue as a percentage of our total revenue was 98.9% for the six months ended June 30, 2025, compared to 98.2% for the six months ended June 30, 2024.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 102% and 108% for the trailing twelve-month periods ended June 30, 2025 and 2024, respectively. The 102% dollar-based net revenue retention rate reflects the impact from our pricing and packaging changes, coupled with rationalization related to our Long-Term Contract Initiative, which began materially impacting net revenue retention during the three months ended June 30, 2024.
Other Revenue
. Other revenue decreased $1.5 million, or 36.2%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in maintenance revenue of $1.9 million, partially offset by an increase in professional services revenue of $0.3 million. Other revenue as a percentage of our total revenue was 1.1% for the six months ended June 30, 2025, compared to 1.8% for the six months ended June 30, 2024.
Cost of Revenue
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Cost of revenue | $ | 47,979 | 19.2 | % | $ | 36,542 | 15.7 | % | $ | 11,437 | |||||||||||||||||||
| Amortization of acquired technologies | 8,396 | 3.4 | 919 | 0.4 | 7,477 | ||||||||||||||||||||||||
| Total cost of revenue | $ | 56,375 | 22.6 | % | $ | 37,461 | 16.1 | % | $ | 18,914 | |||||||||||||||||||
Total cost of revenue increased $18.9 million, or 50.5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an increase in amortization of acquired technologies of $7.5 million related to the November 20, 2024 acquisition of Adlumin, an increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $6.7 million, an increase in personnel costs driven by headcount and salary increases of $2.3 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $1.5 million, and an increase in contract services costs of $0.8 million.
Operating Expenses
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Sales and marketing | $ | 82,766 | 33.2 | % | $ | 68,666 | 29.4 | % | $ | 14,100 | |||||||||||||||||||
| Research and development | 50,220 | 20.1 | 44,473 | 19.1 | 5,747 | ||||||||||||||||||||||||
| General and administrative | 47,137 | 18.9 | 40,097 | 17.2 | 7,040 | ||||||||||||||||||||||||
| Amortization of acquired intangibles | 1,002 | 0.4 | 29 | — | 973 | ||||||||||||||||||||||||
| Total operating expenses | $ | 181,125 | 72.6 | % | $ | 153,265 | 65.7 | % | $ | 27,860 | |||||||||||||||||||
Sales and Marketing.
Sales and marketing expenses increased $14.1 million, or 20.5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an increase in personnel costs of $9.7 million, which includes an increase in stock-based compensation expense of $1.0 million, an increase in transaction related costs of $2.3 million, an increase in travel and event-related costs of $1.4 million, an increase in subscription costs of $0.8 million, and an
32
increase in advertising expense of $0.3 million, partially offset by an increase in commissions related to long-term committed contracts that were capitalized from sales and marketing expenses to the Consolidated Balance Sheets of $0.6 million.
Research and Development.
Research and development expenses increased $5.7 million, or 12.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an increase in personnel costs driven by headcount and salary increases of $7.3 million, which includes an increase in stock-based compensation expense of $0.6 million, an increase in subscription costs of $1.0 million, and an increase in contract services costs of $0.7 million, partially offset by an increase in capitalized internal-use software costs of $3.2 million.
General and Administrative
. General and administrative expenses increased $7.0 million, or 17.6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a net increase in transaction related costs of $5.5 million, an increase in contract services costs of $1.0 million, an increase in professional fees of $0.9 million, and an increase in personnel costs driven by headcount and salary increases of $0.5 million, partially offset by a decrease in restructuring and other costs of $0.5 million.
Amortization of Acquired Intangibles.
Amortization of acquired intangibles increased $1.0 million from $29 thousand for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, related to the November 20, 2024 acquisition of Adlumin.
Interest Expense, Net
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Interest expense, net | $ | (15,161) | (6.1) | % | $ | (15,227) | (6.5) | % | $ | 66 | |||||||||||||||||||
Interest expense, net decreased by $0.1 million, or 0.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in interest expense of $1.9 million due to the impact of decreased interest rates and lower outstanding borrowings under the Credit Agreement and an increase in interest income on recoverable taxes of $1.0 million, partially offset by an increase in expense of $2.8 million related to the Adlumin deferred consideration liability. Outstanding borrowings under the Credit Agreement bear interest at variable rates, and therefore changes in interest rates will have an impact on our financial results and cash flows. See
Note 8. Debt
in the
Notes to Consolidated Financial Statements
for further details regarding the Credit Agreement.
Other Income, Net
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Other income, net | $ | 531 | 0.2 | % | $ | 1,427 | 0.6 | % | $ | (896) | |||||||||||||||||||
Other income, net decreased by $0.9 million, or 62.8%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to a decrease in dividend income from our money market fund financial assets of $1.7 million, partially offset by an increase in the impact of changes in foreign currency exchange rates of $0.9 million related to various accounts for the period.
Income Tax Expense
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Amount | Percentage of Revenue | Amount | Percentage of Revenue | Change | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Income before income taxes | $ | (2,684) | (1.1) | % | $ | 28,670 | 12.3 | % | $ | (31,354) | |||||||||||||||||||
| Income tax expense | 8,500 | 3.4 | 11,759 | 5.0 | (3,259) | ||||||||||||||||||||||||
| Effective tax rate | (316.7) | % | 41.0 | % | (357.7) | % | |||||||||||||||||||||||
33
Our income tax expense for the six months ended June 30, 2025 decreased by $(3.3) million as compared to the six months ended June 30, 2024. The effective tax rate increased to (316.7)% for the same period primarily due to an increase in the amount of the unbenefited loss in the United States, partially offset by a decrease in income taxes on income outside of the United States.
On July 4, 2025, the President signed into law H.R. 1, the “One Big Beautiful Bill Act” (“OBBBA”). Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code (IRC) Section 174, extension of bonus depreciation, the restoration of an EBITDA-based interest limitation deduction, and revisions to international tax regimes. We are evaluating the financial implications of the OBBBA and will begin reflecting its effects in the third quarter of 2025. We do not anticipate the overall impact to be material. For additional discussion about our income taxes, see
Note 10. Income Taxes
in the
Notes to Consolidated Financial Statements.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management and Board of Directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure included below.
While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Items such as the amortization of intangible assets, stock-based compensation expense and related employer-paid payroll taxes, transaction related costs, spin-off costs related to the Separation and Distribution, as well as the related tax impacts of these items can have a material impact on our GAAP financial results.
Non-GAAP Operating Income and Non-GAAP Operating Margin
We provide non-GAAP operating income and related non-GAAP operating margins excluding such items as stock-based compensation expense and related employer-paid payroll taxes, amortization of acquired intangibles, transaction related costs, spin-off costs and restructuring costs and other. We define non-GAAP operating margin as non-GAAP operating income divided by total revenue. Management believes these measures are useful for the following reasons:
•
Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes.
We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes associated with our employees’ participation in N-able's stock-based incentive compensation plans. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not necessarily correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization’s business performance.
•
Amortization of Acquired Technologies and Intangible Assets
. We provide non-GAAP information that excludes expenses related to purchased technologies and intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors because the amortization of acquired technologies and intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.
•
Transaction Related Costs.
We exclude certain expense items resulting from proposed and completed acquisitions, dispositions and similar transactions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. We
34
consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, such proposed and completed transactions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude transaction related costs allows investors to better review and understand the historical and current results of our continuing operations and also facilitates comparisons to our historical results and results of peer companies with different transaction related activities, both with and without such adjustments.
•
Spin-off Costs.
We exclude certain expense items resulting from the spin-off into a newly created and separately traded public company. These costs include legal, accounting and advisory fees, system implementation costs and other incremental costs incurred by us related to the Separation and Distribution. The spin-off transaction results in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
•
Restructuring Costs and Other.
We provide non-GAAP information that excludes restructuring costs such as severance, certain employee relocation costs and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities. These costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except margin data) | |||||||||||||||||||||||
| GAAP operating income | $ | 10,122 | $ | 21,979 | $ | 11,946 | $ | 42,470 | |||||||||||||||
| Stock-based compensation expense and related employer-paid payroll taxes | 13,150 | 12,164 | 25,834 | 25,131 | |||||||||||||||||||
| Amortization of acquired technologies | 4,229 | 458 | 8,396 | 919 | |||||||||||||||||||
| Amortization of acquired intangibles | 503 | 15 | 1,002 | 29 | |||||||||||||||||||
| Transaction related costs | 5,577 | 4,919 | 11,831 | 3,523 | |||||||||||||||||||
| Spin-off costs | — | — | — | 51 | |||||||||||||||||||
| Restructuring costs and other | 391 | 259 | 253 | 885 | |||||||||||||||||||
| Non-GAAP operating income | $ | 33,972 | $ | 39,794 | $ | 59,262 | $ | 73,008 | |||||||||||||||
| GAAP operating margin | 7.7 | % | 18.4 | % | 4.8 | % | 18.2 | % | |||||||||||||||
| Non-GAAP operating margin | 25.9 | % | 33.3 | % | 23.8 | % | 31.3 | % | |||||||||||||||
Adjusted EBITDA and Adjusted EBITDA Margin
We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as they are measures we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding amortization of acquired intangibles and developed technology, depreciation expense, income tax expense (benefit), interest expense, net, unrealized foreign currency losses (gains), transaction related costs, spin-off costs, stock-based compensation expense and related employer-paid payroll taxes and restructuring and other costs. We define adjusted EBITDA margin as adjusted EBITDA divided by total revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
•
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
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Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including operating income and net (loss) income and our other GAAP results. In evaluating adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an implication that our future results will be unaffected by the types of items excluded from the calculation of adjusted EBITDA. Adjusted EBITDA is not a presentation made in accordance with GAAP and the use of the term varies from others in our industry.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except margin data) | |||||||||||||||||||||||
| Net (loss) income | $ | (4,022) | $ | 9,455 | $ | (11,184) | $ | 16,911 | |||||||||||||||
| Amortization | 6,262 | 1,879 | 12,440 | 3,741 | |||||||||||||||||||
| Depreciation | 4,602 | 4,025 | 8,841 | 7,982 | |||||||||||||||||||
| Income tax expense | 5,200 | 6,060 | 8,500 | 11,759 | |||||||||||||||||||
| Interest expense, net | 8,090 | 7,606 | 15,161 | 15,227 | |||||||||||||||||||
| Unrealized foreign currency losses | 2,377 | 445 | 1,594 | 1,241 | |||||||||||||||||||
| Transaction related costs | 5,577 | 4,919 | 11,831 | 3,523 | |||||||||||||||||||
| Spin-off costs | — | — | — | 51 | |||||||||||||||||||
| Stock-based compensation expense and related employer-paid payroll taxes | 13,150 | 12,164 | 25,834 | 25,131 | |||||||||||||||||||
| Restructuring costs and other | 391 | 259 | 253 | 885 | |||||||||||||||||||
| Adjusted EBITDA | $ | 41,627 | $ | 46,812 | $ | 73,270 | $ | 86,451 | |||||||||||||||
| Adjusted EBITDA margin | 31.7 | % | 39.2 | % | 29.4 | % | 37.1 | % | |||||||||||||||
Liquidity and Capital Resources
Cash and cash equivalents were $93.9 million as of June 30, 2025. As our sales and operating cash flows are primarily generated by international entities in the United Kingdom and Canada, our international subsidiaries held approximately $86.2 million of cash and cash equivalents, of which 68.0%, 19.4% and 2.9% were held in United States Dollars, Euros and British Pound Sterling, respectively. We intend either to invest our foreign earnings permanently into foreign operations or to remit these earnings to our United States entities in a tax-efficient manner. The U.S. Tax Cuts and Jobs Act of 2017 imposed a mandatory transition tax on accumulated foreign earnings and eliminates United States federal income taxes on foreign subsidiary distributions. As a result, our earnings in foreign jurisdictions are generally available for distribution to the United States without significant U.S. tax consequences.
Our primary source of cash for funding operations and growth has been through cash provided by operating activities. Given the uncertainty of rapidly changing market and economic conditions, we continue to evaluate the nature and extent of the impact to our business and financial position. However, despite this uncertainty, we believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to fund our operations and meet our commitments for capital expenditures for at least the next twelve months.
In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase, Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto. The Credit Agreement provides for $410.0 million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $60.0 million revolving credit facility (the “Revolving Facility”), and a $350.0 million term loan facility (the “Term Loan”). On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $16.5 million, representing the proceeds from the Term Loan, net of the repayment of related party debt due to SolarWinds Holdings, Inc., payment of intercompany trade payables, and fees and other transaction related costs, to SolarWinds. The Revolving Facility is primarily available for general corporate purposes. We had total borrowings of $332.1 million and $333.1 million as of June 30, 2025 and December 31, 2024, respectively, net of debt issuance costs of $4.7 million and $5.5 million, respectively. See
Note 8. Debt
in the
Notes to Consolidated Financial Statements
for further details regarding the Credit Agreement.
On March 11, 2025, our board of directors approved a share repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $75.0 million of our common stock, par value $0.001 per share (the “Common Stock”). The timing and total amount of stock repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The Repurchase Program has no expiration date, may be suspended or discontinued at any time without notice, and does not obligate the Company to acquire any specific dollar amount or numbers of shares of Common Stock. During the three months ended June 30, 2025, we repurchased $10.0 million of our
36
common stock under the Repurchase Program. See
Part II - Item 2. Unregistered Sales of Equity and Use of Proceeds
for additional information on the Repurchase Program.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated by our international operations. Additional funds from financing arrangements may not be available on terms favorable to us or at all.
During the three and six months ended June 30, 2025 and 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Summary of Cash Flows
Summarized cash flow information is as follows:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 43,864 | $ | 31,462 | |||||||
| Net cash used in investing activities | (12,574) | (10,272) | |||||||||
| Net cash used in financing activities | (25,580) | (16,881) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2,968 | 152 | |||||||||
| Net increase in cash and cash equivalents | $ | 8,678 | $ | 4,461 | |||||||
Operating Activities
Our primary source of cash from operating activities is cash collections from our customers. We expect cash inflows from operating activities to be affected by the timing of our sales and the consumption of our solutions by our customers. Our primary uses of cash from operating activities are for personnel-related expenditures, and other general operating expenses, as well as payments related to taxes, interest and facilities.
Cash provided by operating activities increased for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to an increase in non-cash items within net income and a net cash inflow resulting from changes in our operating assets and liabilities, partially offset by a decrease in net income. The net cash inflow resulting from changes in our operating assets and liabilities was primarily due to a decrease in recoverable taxes, a decrease in current contract assets, a decrease in income taxes receivable, a decrease in other long-term assets, and an increase in other long-term liabilities, partially offset by a decrease in income taxes payable, an increase in accounts receivable, a decrease in accrued liabilities and other, a decrease in deferred revenue, an increase in prepaid expenses and other assets, an increase in operating lease right-of-use assets, net, and a decrease in accounts payable. The net cash outflows of $2.7 million and $21.4 million resulting from changes in our operating assets and liabilities for the six months ended June 30, 2025 and 2024, respectively, excluding the changes noted above, was primarily due to the timing of sales, cash payments and receipts.
Investing Activities
Investing cash flows consist of cash used for capital expenditures and intangible assets and cash provided by the return of deposits in escrow. Our capital expenditures principally relate to purchases of servers for cloud infrastructure primarily to support our data protection solutions, as well as leasehold improvements, computers and equipment to support our domestic and international office locations. Purchases of intangible assets consist of capitalized research and development costs.
Net cash used in investing activities increased for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to an increase in capitalized research and development costs related to internal-use software and an increase in capital expenditures to support our domestic and international office locations, partially offset by an increase in the return of deposits in escrow.
Financing Activities
Financing cash flows consist of repurchases of our common stock, payments of tax withholding obligations related to restricted stock, deferred acquisition payments, the exercise of stock options, proceeds from the issuance of common stock under the Employee Stock Purchase Plan and repayments of borrowings from the Credit Agreement.
37
Net cash used in financing activities increased for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to an increase in repurchases of our common stock, an increase in deferred acquisition payments, and a decrease in proceeds from exercises of stock options, partially offset by a decrease in payments of tax withholding obligations related to restricted stock and an increase in proceeds from the issuance of common stock under the Employee Stock Purchase Plan.
Contractual Obligations and Commitments
As of June 30, 2025, there have been no material changes in our contractual obligations and commitments as of December 31, 2024, which were disclosed in our 2024 Annual Report.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected, perhaps materially.
In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application, while in other cases, management’s judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We believe that these accounting policies requiring significant management judgment and estimates are critical to understanding our historical and future performance, as these policies relate to the more significant areas of our financial results. These critical accounting policies are:
•
the valuation of goodwill, intangibles, and long-lived assets;
•
the valuation of contingent consideration;
•
revenue recognition; and
•
income taxes.
A full description of our critical accounting policies that involve significant management judgment appears in our 2024 Annual Report. There have been no material changes to our critical accounting policies and estimates since that time.
Recent Accounting Pronouncements
See
Note 2. Summary of Significant Accounting Policies
in the
Notes to Consolidated Financial Statements
for a full description of recently adopted accounting pronouncements, which is incorporated herein by reference.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We had cash and cash equivalents of $93.9 million and $85.2 million at June 30, 2025 and December 31, 2024, respectively. Our cash and cash equivalents consist of bank demand deposits and money market funds and do not have material exposure to market risk. We hold cash and cash equivalents for working capital purposes. Our investments are made for capital preservation purposes, and we do not enter into investments for trading or speculative purposes.
We had total borrowings under the Credit Agreement, net of debt issuance costs, of $332.1 million and $333.1 million as of June 30, 2025 and December 31, 2024, respectively. Under the Credit Agreement, borrowings denominated in U.S. dollars under the Revolving Facility bear interest at a floating SOFR-based rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%. Under the Credit Agreement, borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted Euro Interbank Offered Rate (“EURIBOR”) rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%. Under the Credit Agreement, borrowings under the Term Loan bear interest at a floating SOFR-based rate (subject to a “floor” of 0.5%) for a specified interest period plus an applicable margin of 3.00%. Each margin is subject to reductions to 2.75% and 1.75%, respectively, based on our first lien net leverage ratio.
As of June 30, 2025 and December 31, 2024, the annual weighted-average interest rate on borrowings was 7.34% and 7.53%, respectively. If there was a hypothetical 100 basis point increase in interest rates, the annual impact to interest expense
38
would be approximately $3.4 million as of both June 30, 2025 and December 31, 2024. This hypothetical change in interest expense has been calculated based on the variable rate borrowings outstanding at June 30, 2025 and December 31, 2024 and a 100 basis point per annum change in interest rate applied over a one-year period. Changes in interest rates have had and could continue to have an adverse impact on our financial results and cash flows since outstanding borrowings under the Credit Agreement bear interest at variable rates.
We do not have material exposure to market risk with respect to our cash and cash equivalents, as these consist primarily of highly liquid investments purchased with original maturities of three months or less as of June 30, 2025 and December 31, 2024, respectively.
See
Note 8. Debt
in the
Notes to Consolidated Financial Statements
for further details regarding the Credit Agreement and
Interest Expense, Net
of
Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the three months ended June 30, 2025 and 2024
for further details on the current and expected continued impact of increases in interest rates on borrowings under the Credit Agreement.
Foreign Currency Exchange Risk
As a global company, we face exposure to adverse movements in foreign currency exchange rates. We primarily conduct business in the following locations: the United States, United Kingdom, Europe and Canada. This exposure is the result of selling in multiple currencies, growth in our international investments, additional headcount in foreign countries and operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are primarily subject to fluctuations in the following currencies: the Euro, British Pound Sterling and Canadian Dollar against the U.S. dollar. These exposures may change over time as business practices evolve and economic conditions change, including as a result of the impact on the global economy of, or governmental actions taken in response to, the Russia-Ukraine conflict, escalating conflicts in the Middle East, or economic uncertainty with respect to trade policies. Changes in foreign currency exchange rates have had and could continue to have an adverse impact on our financial results and cash flows.
Our Consolidated Statements of Operations are translated into U.S. dollars at the average exchange rates in each applicable period. Our international revenue, operating expenses and significant balance sheet accounts denominated in currencies other than the U.S. dollar primarily flow through our United Kingdom and European subsidiaries, which have historically had British Pound Sterling and Euro functional currencies, respectively, resulting in a two-step currency exchange process wherein the currencies other than the British Pound Sterling and Euro are first converted into those functional currencies and then translated into U.S. dollars for our Consolidated Financial Statements. In connection with the Separation and Distribution, our United Kingdom legal entity changed its functional currency from the British Pound Sterling to the US dollar.
Our Consolidated Statements of Operations and Balance Sheets accounts are also impacted by the re-measurement of non-functional currency transactions such as cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies, deferred revenue and accounts payable denominated in foreign currencies.
Foreign Currency Transaction Risk
Our foreign currency exposures typically arise from selling annual and multi-year subscriptions in multiple currencies, accounts receivable and other intercompany transactions.
Foreign Currency Translation Risk
Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. If there is a change in foreign currency exchange rates, the amounts of assets, liabilities, revenue, operating expenses and cash flows that we report in U.S. dollars for foreign subsidiaries that transact in international currencies may be higher or lower to what we would have reported if using a constant currency rate. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in reduced assets, liabilities, revenue, operating expenses and cash flows for our international operations. Similarly, our assets, liabilities, revenue, operating expenses and cash flows will increase for our international operations if the U.S. dollar weakens against foreign currencies. The conversion of the foreign subsidiaries’ financial statements into U.S. dollars will also lead to remeasurement gains and losses recorded in income, or translation gains or losses that are recorded as a component of accumulated other comprehensive income (loss).
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we have been and may be involved in various legal proceedings and claims arising in our ordinary course of business. See
Note 11. Commitments and Contingencies
in the
Notes to Consolidated Financial Statements
for further details regarding legal proceedings.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, under the heading “Risk Factors” in our 2024 Annual Report.
Item 2. Unregistered Sales of Equity and Use of Proceeds
On March 11, 2025, our board of directors approved the Repurchase Program, authorizing the repurchase of up to $75.0 million of Common Stock. Pursuant to the authorization, we may repurchase shares of Common Stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions. The timing and total amount of stock repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The Repurchase Program has no expiration date, may be suspended or discontinued at any time without notice, and does not obligate the Company to acquire any specific dollar amount or numbers of shares of Common Stock.
During the three months ended June 30, 2025, we repurchased shares of our common stock under the Repurchase Program as follows:
| Period |
Number of
Shares Purchased (1) |
Average
Price Paid Per Share |
Total
Number of Shares Purchased as Part of a Publicly Announced Plan or Program |
Approximate Dollar
Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands) |
||||||||||||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||||||||||||||
| April 1 - 30, 2025 | — | $ | — | — | $ | 75,000 | ||||||||||||||||||||
| May 1 - 31, 2025 | 873,405 | $ | 7.95 | 873,405 | $ | 68,043 | ||||||||||||||||||||
| June 1 - 30, 2025 | 376,773 | $ | 8.06 | 376,773 | $ | 65,000 | ||||||||||||||||||||
| Total | 1,250,178 | 1,250,178 | ||||||||||||||||||||||||
Item 5. Other Information
During the three months ended June 30, 2025, none of the Company’s directors or officers
adopted
or
terminated
any purported Rule 10b5-1 plans and/or “non-Rule 10b5-1 trading arrangements,” as defined under applicable law.
41
Item 6. Exhibits
EXHIBIT INDEX
| Exhibit Number | Exhibit Title | |||||||
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101* | Interactive Data Files (formatted as Inline XBRL) | |||||||
| 101.INS |
Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|||||||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document
|
|||||||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|||||||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
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| 101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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| * | Filed herewith | ||||
| ** | The certifications attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing | ||||
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N-able, Inc.
SIGNATURE
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.
| N-able, Inc. | |||||||||||
| Dated: | August 7, 2025 | By: | /s/ Tim O'Brien | ||||||||
| Tim O'Brien | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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TABLE OF CONTENTS
Part I: Financial InformationItem 1. Financial StatementsNote 12. Operating Segments and Geographic InformationNote 6. Fair Value MeasurementsNote 8. DebtNote 7. Accrued Liabilities and OtherNote 11. Commitments and ContingenciesNote 2. Summary Of Significant Accounting PoliciesNote 3. AcquisitionsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskNote 10. Income TaxesPart II - Item 2. Unregistered Sales Of Equity and Use Of ProceedsItem 4. Controls and ProceduresPart Ii: Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits