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 cyber-resilience platform helps protect businesses against evolving cyberthreats while enabling 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. Our growing portfolio of management, security, automation, and data protection solutions is built for IT and Security teams. 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.
Third Quarter Financial Highlights
Revenue
Our total revenue was $131.7 million and $116.4 million for the three months ended September 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 Policiesin the Notes to Consolidated 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 September 30, 2025 was $528.1 million, compared to $462.4 million as of September 30, 2024, representing an increase of 14.2%. This increase was primarily due to steady demand for our solutions and the impact of the November 20, 2024 acquisition of Adlumin.
As of September 30, 2025, we had 2,611 customers with ARR over $50,000 on our platform, up from 2,275 as of September 30, 2024, representing an increase of 14.8%. Over the same period, customers with over $50,000 of ARR on our platform grew from approximately 57% of our total ARR as of September 30, 2024 to approximately 61% of our total ARR as of September 30, 2025.
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 September 30, 2025 was $11.6 million, compared to operating income of $23.9 million for the three months ended September 30, 2024. Our net income for the three months ended September 30, 2025 was $1.4 million, compared to net income of $10.8 million for the three months ended September 30, 2024. The decrease in net income for the three months ended September 30, 2024 was primarily due to an increase in sales and marketing expense, an increase in general and administrative expense, an increase in cost of revenue, an increase in amortization of acquired technologies, an increase in research and development expense, an increase in interest expense, net, and an increase in amortization of acquired intangibles, partially offset by an increase in revenue, an increase in other income, net, and a decrease in income tax expense. Our Adjusted EBITDA, calculated as net income of $1.4 million and $10.8 million for the three months ended September 30, 2025 and 2024, respectively, excluding amortization of acquired intangibles and developed technology of $6.4 million and $2.1 million, respectively, depreciation expense of $4.7 million and $4.0 million, respectively, income tax expense of $6.4 million and $7.9 million, respectively, interest expense, net of $8.6 million and $7.5 million, respectively, unrealized foreign currency gains of $(4.2) million and $(0.5) million, respectively, transaction related costs of $5.5 million and $(1.8) million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $12.2 million and $11.8 million, respectively, and restructuring costs and other of $0.4 million and $3.1 million, respectively, was $41.4 million and $44.8 million for the three months ended September 30, 2025 and 2024, respectively. For a description and reconciliation of the non-GAAP measures discussed in this section, see Non-GAAP Financial Measuresbelow.
Cash Flow
We have built our business to generate strong cash flow over the long term. For the three months ended September 30, 2025 and 2024, cash flows from operations were $24.0 million and $22.0 million, respectively. Our cash flows from operations were reduced by cash payments for interest of $6.3 million and $7.2 million for the three months ended September 30, 2025 and 2024, respectively, and cash payments for income taxes of $5.7 million and $2.1 million for the three months ended September 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.
•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 1,878, 1,773, and 1,635 as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively. Our stock-based compensation expense increased during the three and nine months ended September 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 September 30, 2025, and we expect stock-based compensation expense to continue to increase during the remainder of 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 internal 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 Riskfor 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 Riskfor 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.
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenue
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Three Months Ended September 30,
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2025
|
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2024
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Amount
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Percentage of Revenue
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|
Amount
|
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Percentage of Revenue
|
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Change
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(in thousands, except percentages)
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|
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Subscription revenue
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$
|
130,517
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|
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99.1
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%
|
|
$
|
114,998
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|
|
98.8
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%
|
|
$
|
15,519
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|
|
Other revenue
|
1,193
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|
|
0.9
|
|
|
1,444
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|
|
1.2
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|
|
(251)
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|
Total subscription and other revenue
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$
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131,710
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|
|
100.0
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%
|
|
$
|
116,442
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|
|
100.0
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%
|
|
$
|
15,268
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|
Total revenue increased $15.3 million, or 13.1%, for the three months ended September 30, 2025 compared to the three months ended September 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 49.3% and 47.6% of total revenue for the three months ended September 30, 2025 and 2024, respectively. Revenue from the United Kingdom was approximately 10.2% and 10.6% of total revenue for the three months ended September 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 $15.5 million, or 13.5%, for the three months ended September 30, 2025 compared to the three months ended September 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 acquired Adlumin business. See Third Quarter Financial Highlights for further details regarding the impact of long-term committed contracts during the three months ended September 30, 2025. Subscription revenue as a percentage of our total revenue was 99.1% for the three months ended September 30, 2025, compared to 98.8% for the three months ended September 30, 2024.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 102% and 105% for the trailing twelve-month periods ended September 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 $0.3 million, or 17.4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a decrease in maintenance revenue of $0.5 million, partially offset by an increase in professional services revenue of $0.2 million. Other revenue as a percentage of our total revenue was 0.9% for the three months ended September 30, 2025, compared to 1.2% for the three months ended September 30, 2024.
Cost of Revenue
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Three Months Ended September 30,
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2025
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2024
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Amount
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Percentage of Revenue
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Amount
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Percentage of Revenue
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Change
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|
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(in thousands, except percentages)
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|
Cost of revenue
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$
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25,409
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|
|
19.3
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%
|
|
$
|
19,433
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|
|
16.7
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%
|
|
$
|
5,976
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|
|
Amortization of acquired technologies
|
4,240
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|
|
3.2
|
|
|
467
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|
|
0.4
|
|
|
3,773
|
|
|
Total cost of revenue
|
$
|
29,649
|
|
|
22.5
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%
|
|
$
|
19,900
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|
|
17.1
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%
|
|
$
|
9,749
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|
Total cost of revenue increased $9.7 million, or 49.0%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $3.9 million, an increase in amortization of acquired technologies of
$3.7 million related to the November 20, 2024 acquisition of Adlumin, an increase in personnel costs driven by headcount and salary increases of $1.1 million, and an increase in depreciation of servers and amortization of capitalized internal-use software costs of $0.7 million.
Operating Expenses
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Three Months Ended September 30,
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2025
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2024
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Amount
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Percentage of Revenue
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Amount
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Percentage of Revenue
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Change
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(in thousands, except percentages)
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Sales and marketing
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$
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40,488
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|
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30.7
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%
|
|
$
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32,294
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|
|
27.7
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%
|
|
$
|
8,194
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|
|
Research and development
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25,188
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|
|
19.1
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|
|
22,995
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|
|
19.7
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|
|
2,193
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|
|
General and administrative
|
24,288
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|
|
18.4
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|
|
17,330
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|
|
14.9
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|
|
6,958
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Amortization of acquired intangibles
|
497
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0.4
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15
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-
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482
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Total operating expenses
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$
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90,461
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68.7
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%
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$
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72,634
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62.4
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%
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$
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17,827
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Sales and Marketing.Sales and marketing expenses increased $8.2 million, or 25.4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in personnel costs driven by headcount and salary increases of $5.9 million, which includes an increase in stock-based compensation expense of $0.5 million, an increase in transaction related costs of $0.8 million, an increase in travel and event-related costs of $0.8 million, and an increase in subscription costs of $0.6 million.
Research and Development.Research and development expenses increased $2.2 million, or 9.5%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in personnel costs driven by headcount and salary increases of $2.9 million, which includes an increase in stock-based compensation expense of $0.3 million, an increase in contract services costs of $0.6 million, an increase in subscription costs of $0.3 million, and an increase in travel-related costs of $0.2 million, partially offset by an increase in capitalized internal-use software costs of $1.4 million and a decrease in allocated facilities and IT costs of $0.7 million.
General and Administrative. General and administrative expenses increased $7.0 million, or 40.2%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a net increase in transaction related costs of $6.3 million, an increase in bad debt expense of $2.1 million, an increase in allocated facilities and IT costs of $0.5 million, and an increase in contract services costs of $0.3 million, partially offset by a decrease in restructuring and other costs of $3.0 million.
Amortization of Acquired Intangibles. Amortization of acquired intangibles increased $0.5 million from $15 thousand for the three months ended September 30, 2025 to $0.5 million for the three months ended September 30, 2024, and relates to the November 20, 2024 acquisition of Adlumin.
Interest Expense, Net
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Three Months Ended September 30,
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|
2025
|
|
2024
|
|
|
|
|
Amount
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|
Percentage of Revenue
|
|
Amount
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Percentage of Revenue
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Change
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|
|
|
|
|
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|
(in thousands, except percentages)
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|
|
Interest expense, net
|
$
|
(8,631)
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|
|
(6.6)
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%
|
|
$
|
(7,535)
|
|
|
(6.5)
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%
|
|
$
|
(1,096)
|
|
Interest expense, net increased by $1.1 million, or 14.5%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in expense of $1.4 million related to the Adlumin deferred consideration liability and an increase in interest expense on tax liabilities of $0.5 million, partially offset by a decrease in interest expense of $0.9 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. Debtin 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 Contingenciesfor further details regarding the acquisition of Adlumin.
Other Income, Net
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Three Months Ended September 30,
|
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|
2025
|
|
2024
|
|
|
|
|
Amount
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|
Percentage of Revenue
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|
Amount
|
|
Percentage of Revenue
|
|
Change
|
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|
|
|
|
|
|
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|
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|
|
(in thousands, except percentages)
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|
|
Other income, net
|
$
|
4,793
|
|
|
3.6
|
%
|
|
$
|
2,269
|
|
|
1.9
|
%
|
|
$
|
2,524
|
|
Other income, net increased by $2.5 million, or 111.2%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to an increase in the impact of exchange rates on foreign currency denominated accounts of $3.5 million, partially offset by a decrease in dividend income from our money market fund financial assets of $1.0 million.
Income Tax Expense
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Three Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
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|
|
|
|
|
|
|
|
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|
(in thousands, except percentages)
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|
Income before income taxes
|
$
|
7,762
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|
|
5.9
|
%
|
|
$
|
18,642
|
|
|
16.0
|
%
|
|
$
|
(10,880)
|
|
|
Income tax expense
|
6,379
|
|
|
4.8
|
|
|
7,885
|
|
|
6.8
|
|
|
(1,506)
|
|
|
Effective tax rate
|
82.2
|
%
|
|
|
|
42.3
|
%
|
|
|
|
39.9
|
%
|
Our income tax expense for the three months ended September 30, 2025 decreased by $1.5 million as compared to the three months ended September 30, 2024. The effective tax rate increased to 82.2% 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. The overall financial statement impact of the OBBBA is not material. For additional discussion about our income taxes, see Note 10. Income Taxes in the Notes to Consolidated Financial Statements.
Comparison of the Nine Months Ended September 30, 2025 and 2024
Revenue
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|
Nine Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
|
|
Subscription Revenue
|
$
|
377,240
|
|
|
99.0
|
%
|
|
$
|
343,928
|
|
|
98.4
|
%
|
|
$
|
33,312
|
|
|
Other revenue
|
3,916
|
|
|
1.0
|
|
|
5,710
|
|
|
1.6
|
|
|
(1,794)
|
|
|
Total subscription and other revenue
|
$
|
381,156
|
|
|
100.0
|
%
|
|
$
|
349,638
|
|
|
100.0
|
%
|
|
$
|
31,518
|
|
Total revenue increased $31.5 million, or 9.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 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 49.8% and 47.8% of total revenue for the nine months ended September 30, 2025 and 2024, respectively. Revenue from the United Kingdom was approximately 10.2% and 10.5% of total revenue for the nine months ended September 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 $33.3 million, or 9.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 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 Third Quarter Financial Highlights for further details regarding the impact of long-term committed contracts during the nine months ended September 30, 2025. Subscription revenue as a percentage of our total revenue was 99.0% for the nine months ended September 30, 2025, compared to 98.4% for the nine months ended September 30, 2024.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 102% and 105% for the trailing twelve-month periods ended September 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 $1.8 million, or 31.4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a decrease in maintenance revenue of $2.3 million, partially offset by an increase in professional services revenue of $0.5 million. Other revenue as a percentage of our total revenue was 1.0% for the nine months ended September 30, 2025, compared to 1.6% for the nine months ended September 30, 2024.
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
|
|
Cost of revenue
|
$
|
73,388
|
|
|
19.3
|
%
|
|
$
|
55,975
|
|
|
16.0
|
%
|
|
$
|
17,413
|
|
|
Amortization of acquired technologies
|
12,636
|
|
|
3.3
|
|
|
1,386
|
|
|
0.4
|
|
|
11,250
|
|
|
Total cost of revenue
|
$
|
86,024
|
|
|
22.6
|
%
|
|
$
|
57,361
|
|
|
16.4
|
%
|
|
$
|
28,663
|
|
Total cost of revenue increased $28.7 million, or 50.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in amortization of acquired technologies of $11.3 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 $10.5 million, an increase in personnel costs driven by headcount and salary increases of $3.4 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $2.2 million, an increase in contract services costs of $0.9 million, and an increase in transaction related costs of $0.3 million.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
|
|
Sales and marketing
|
$
|
123,254
|
|
|
32.3
|
%
|
|
$
|
100,960
|
|
|
28.9
|
%
|
|
$
|
22,294
|
|
|
Research and development
|
75,408
|
|
|
19.8
|
|
|
67,468
|
|
|
19.3
|
|
|
7,940
|
|
|
General and administrative
|
71,425
|
|
|
18.7
|
|
|
57,427
|
|
|
16.4
|
|
|
13,998
|
|
|
Amortization of acquired intangibles
|
1,499
|
|
|
0.4
|
|
|
44
|
|
|
-
|
|
|
1,455
|
|
|
Total operating expenses
|
$
|
271,586
|
|
|
71.3
|
%
|
|
$
|
225,899
|
|
|
64.6
|
%
|
|
$
|
45,687
|
|
Sales and Marketing.Sales and marketing expenses increased $22.3 million, or 22.1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in personnel costs driven by headcount and salary increases of $15.6 million, which includes an increase in stock-based compensation expense of
$1.7 million, an increase in transaction related costs of $3.1 million, an increase in travel and event-related costs of $2.2 million, an increase in subscription costs of $1.4 million, and an increase in administrative fees of $0.6 million, partially offset by a decrease in contract services costs of $0.5 million, a decrease in advertising expense of $0.5 million, and an increase in capitalized commissions of $0.2 million.
Research and Development.Research and development expenses increased $7.9 million, or 11.8%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in personnel costs driven by headcount and salary increases of $10.2 million, which includes an increase in stock-based compensation expense of $0.9 million, an increase in subscription costs of $1.3 million, an increase in contract services costs of $1.3 million, and an increase in travel-related costs of $0.4 million, partially offset by a net increase in capitalized internal-use software costs of $4.5 million and a decrease in allocated facilities and IT costs of $0.8 million.
General and Administrative. General and administrative expenses increased $14.0 million, or 24.4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a net increase in transaction related costs of $11.6 million, an increase in bad debt expense of $1.8 million, an increase in contract services costs of $1.3 million, an increase in professional fees of $1.1 million, an increase in allocated facilities and IT costs of $0.7 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 $3.5 million.
Amortization of Acquired Intangibles. Amortization of acquired intangibles increased $1.5 million from $44 thousand for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, related to the November 20, 2024 acquisition of Adlumin.
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
|
|
Interest expense, net
|
$
|
(23,792)
|
|
|
(6.2)
|
%
|
|
$
|
(22,762)
|
|
|
(6.5)
|
%
|
|
$
|
(1,030)
|
|
Interest expense, net increased by $1.0 million, or 4.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in expense of $4.3 million related to the Adlumin deferred consideration liability, partially offset by a decrease in interest expense of $2.3 million due to the impact of decreased interest rates and lower outstanding borrowings under the Credit Agreement and a decrease in interest income on recoverable taxes of $0.9 million. 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. Debtin the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement.
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
|
|
Other income, net
|
$
|
5,324
|
|
|
1.4
|
%
|
|
$
|
3,696
|
|
|
1.1
|
%
|
|
$
|
1,628
|
|
Other income, net increased by $1.6 million, or 44.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in the impact of exchange rates on foreign currency denominated accounts of $4.2 million, partially offset by a decrease in dividend income from our money market fund financial assets of $2.8 million.
Income Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2025
|
|
2024
|
|
|
|
|
Amount
|
|
Percentage of Revenue
|
|
Amount
|
|
Percentage of Revenue
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
|
|
Income before income taxes
|
$
|
5,078
|
|
|
1.3
|
%
|
|
$
|
47,312
|
|
|
13.5
|
%
|
|
$
|
(42,234)
|
|
|
Income tax expense
|
14,879
|
|
|
3.9
|
|
|
19,644
|
|
|
5.6
|
|
|
(4,765)
|
|
|
Effective tax rate
|
293.0
|
%
|
|
|
|
41.5
|
%
|
|
|
|
251.5
|
%
|
Our income tax expense for the nine months ended September 30, 2025 decreased by $4.8 million as compared to the nine months ended September 30, 2024. The effective tax rate increased to 293.0% 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. The overall financial statement impact of the OBBBA is not 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 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 September 30,
|
|
Nine Months Ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(in thousands, except margin data)
|
|
GAAP operating income
|
$
|
11,600
|
|
|
$
|
23,908
|
|
|
$
|
23,546
|
|
|
$
|
66,378
|
|
|
Stock-based compensation expense and related employer-paid payroll taxes
|
12,156
|
|
|
11,819
|
|
|
37,990
|
|
|
36,950
|
|
|
Amortization of acquired technologies
|
4,240
|
|
|
467
|
|
|
12,636
|
|
|
1,386
|
|
|
Amortization of acquired intangibles
|
497
|
|
|
15
|
|
|
1,499
|
|
|
44
|
|
|
Transaction related costs
|
5,525
|
|
|
(1,811)
|
|
|
17,356
|
|
|
1,712
|
|
|
Spin-off costs
|
-
|
|
|
-
|
|
|
-
|
|
|
51
|
|
|
Restructuring costs and other
|
441
|
|
|
3,140
|
|
|
694
|
|
|
4,025
|
|
|
Non-GAAP operating income
|
$
|
34,459
|
|
|
$
|
37,538
|
|
|
$
|
93,721
|
|
|
$
|
110,546
|
|
|
GAAP operating margin
|
8.8
|
%
|
|
20.5
|
%
|
|
6.2
|
%
|
|
19.0
|
%
|
|
Non-GAAP operating margin
|
26.2
|
%
|
|
32.2
|
%
|
|
24.6
|
%
|
|
31.6
|
%
|
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.
Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including operating income and net income (loss) 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 September 30,
|
|
Nine Months Ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(in thousands, except margin data)
|
|
Net income (loss)
|
$
|
1,383
|
|
|
$
|
10,757
|
|
|
$
|
(9,801)
|
|
|
$
|
27,668
|
|
|
Amortization
|
6,408
|
|
|
2,099
|
|
|
18,848
|
|
|
5,840
|
|
|
Depreciation
|
4,673
|
|
|
3,956
|
|
|
13,514
|
|
|
11,938
|
|
|
Income tax expense
|
6,379
|
|
|
7,885
|
|
|
14,879
|
|
|
19,644
|
|
|
Interest expense, net
|
8,631
|
|
|
7,535
|
|
|
23,792
|
|
|
22,762
|
|
|
Unrealized foreign currency (gains) losses
|
(4,213)
|
|
|
(548)
|
|
|
(2,619)
|
|
|
693
|
|
|
Transaction related costs
|
5,525
|
|
|
(1,811)
|
|
|
17,356
|
|
|
1,712
|
|
|
Spin-off costs
|
-
|
|
|
-
|
|
|
-
|
|
|
51
|
|
|
Stock-based compensation expense and related employer-paid payroll taxes
|
12,156
|
|
|
11,819
|
|
|
37,990
|
|
|
36,950
|
|
|
Restructuring costs and other
|
441
|
|
|
3,140
|
|
|
694
|
|
|
4,025
|
|
|
Adjusted EBITDA
|
$
|
41,383
|
|
|
$
|
44,832
|
|
|
$
|
114,653
|
|
|
$
|
131,283
|
|
|
Adjusted EBITDA margin
|
31.4
|
%
|
|
38.5
|
%
|
|
30.1
|
%
|
|
37.5
|
%
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Liquidity and Capital Resources
Cash and cash equivalents were $101.4 million as of September 30, 2025. As our sales and operating cash flows are primarily generated in the United Kingdom, our international subsidiaries held approximately $96.2 million of cash and cash equivalents, of which 70.3%, 17.8% and 4.5% 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 $331.7 million and $333.1 million as of September 30, 2025 and December 31, 2024, respectively, net of debt issuance costs of $4.3 million and $5.5 million, respectively. See Note 8. Debt in the Notes to Consolidated Financial Statementsfor 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 and nine months ended September 30, 2025, we repurchased $10.0 million and $20.0 million of our common stock under the Repurchase Program, respectively. See Part II - Item 2. Unregistered Sales of Equity and Use of Proceeds for additional information on the Repurchase Program.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated by our international operations. Additional funds from financing arrangements may not be available on terms favorable to us or at all.
During the three and nine months ended September 30, 2025 and 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Summary of Cash Flows
Summarized cash flow information is as follows:
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Nine Months Ended September 30,
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2025
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2024
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(in thousands)
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Net cash provided by operating activities
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$
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67,866
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$
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53,451
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Net cash used in investing activities
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(21,999)
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(15,586)
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Net cash used in financing activities
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(37,134)
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(19,396)
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Effect of exchange rate changes on cash and cash equivalents
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7,506
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2,928
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Net increase in cash and cash equivalents
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$
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16,239
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$
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21,397
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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 nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to an increase in non-cash items within net (loss) income of $33.0 million and a decrease in net cash outflows resulting from changes in our operating assets and liabilities of $18.9 million, partially offset by a decrease in net income of $37.5 million. The decrease in net cash outflows resulting from changes in our operating assets and liabilities of $18.9 million was primarily due to a decrease in recoverable taxes, a decrease in income taxes receivable, a decrease in current contract assets, a decrease in other long-term assets, an increase in accrued liabilities and other, an increase in other long-term liabilities, and an increase in accounts payable, partially offset by a decrease in income taxes payable, a decrease in deferred revenue, an increase in prepaid expenses and other assets, an increase in accounts receivable, and an increase in operating lease right-of-use assets, net.
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 nine months ended September 30, 2025 as compared to the nine months ended September 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.
Net cash used in financing activities increased for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to an increase in repurchases of our common stock, an increase in deferred acquisition payments, a decrease in proceeds from the issuance of common stock under the Employee Stock Purchase Plan, 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.
Contractual Obligations and Commitments
As of September 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 Policiesin the Notes to Consolidated Financial Statementsfor a full description of recently adopted accounting pronouncements, which is incorporated herein by reference.