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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Annual Period Ended December 31, 2020
or
For the transition period from to
Commission file number 001-35662
QUALYS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0534145
(I.R.S. Employer
Identification Number)
919 E. Hillsdale Boulevard, 4th Floor, Foster City, California 94404
(Address of principal executive offices, including zip code)
(650) 801-6100
(Registrant’s telephone number, including area code)
Title of each class
Common stock, $0.001 par value per share
Securities registered pursuant to section 12(b) of the Act:
Trading Symbol(s)
QLYS
Name of exchange on which registered
NASDAQ Stock Market
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Smaller reporting company
Emerging growth company
Non-accelerated filer
Accelerated filer
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of voting shares of common stock held by non-affiliates of the registrant was $3,501 million based on the last reported sale price
of the registrant's common stock on June 30, 2020. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the
outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of shares of the registrant's common stock outstanding as of February 12, 2021 was 39,207,735 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for its 2021 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where
indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2020.
Table of Contents
Risk Factor Summary
Note Regarding Forward-Looking Statements
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Signatures
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Consolidated Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART III
Exhibits and Financial Statement Schedules
Qualys, Inc.
TABLE OF CONTENTS
PART I
PART II
PART IV
2
RISK FACTOR SUMMARY
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Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the
principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled
“Risk Factors,” together with the other information in this Annual Report on Form 10-K. If any of the following risks actually occurs (or if any of those listed elsewhere in
this Annual Report on Form 10-K occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our
business.
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The continued spread of COVID-19, or any similar widespread infectious disease outbreak, could harm our business, financial condition and results of operations.
Our quarterly operating results may vary from period to period, which could result in our failure to meet expectations with respect to operating results and cause
the trading price of our stock to decline.
If we do not successfully anticipate market needs and opportunities or are unable to enhance our solutions and develop new solutions that meet those needs and
opportunities on a timely or cost-effective basis, we may not be able to compete effectively and our business and financial condition may be harmed.
If we fail to continue to effectively scale and adapt our platform to meet the performance and other requirements of our customers, our operating results and our
business would be harmed.
If we are unable to renew existing subscriptions for our IT, security and compliance solutions, sell additional subscriptions for our solutions and attract new
customers, our operating results would be harmed.
If the market for cloud solutions for IT, security and compliance does not evolve as we anticipate, our revenues may not grow and our operating results would be
harmed.
Our current research and development efforts may not produce successful products or enhancements to our platform that result in significant revenue, cost savings
or other benefits in the near future.
Our platform, website and internal systems may be subject to intentional disruption or other security incidents that could result in liability and adversely impact
our reputation and future sales.
Our sales cycle can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, revenues may vary from period to period,
which may cause our operating results to fluctuate and could harm our business.
Adverse economic conditions or reduced IT spending may adversely impact our business.
Our IT, security and compliance solutions are delivered from eight data centers, and any disruption of service at these facilities would interrupt or delay our ability
to deliver our solutions to our customers which could reduce our revenues and harm our operating results.
• We face competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
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If our solutions fail to detect vulnerabilities or incorrectly detect vulnerabilities, our brand and reputation could be harmed, which could have an adverse effect on
our business and results of operations.
If we are unable to continue the expansion of our sales force, sales of our solutions and the growth of our business would be harmed.
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revenues could decline and our growth prospects could suffer.
A significant portion of our customers, channel partners and employees are located outside of the United States, which subjects us to a number of risks associated
with conducting international operations, and if we are unable to successfully manage these risks, our business and operating results could be harmed.
Our business and operations have experienced significant growth, and if we do not appropriately manage any future growth, or are unable to improve our systems
and processes, our operating results may be negatively affected.
A portion of our revenues are generated by sales to government entities, which are subject to a number of challenges and risks.
Undetected software errors or flaws in our solutions could harm our reputation, decrease market acceptance of our solutions or result in liability.
Our solutions could be used to collect and store personal information of our customers’ employees or customers, and therefore privacy and other data handling
concerns could result in additional cost and liability to us or inhibit sales of our solutions.
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Our solutions contain third-party open source software components, and our failure to comply with the terms of the underlying open source software licenses
could restrict our ability to sell our solutions.
• We use third-party software and data that may be difficult to replace or cause errors or failures of our solutions that could lead to lost customers or harm to our
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reputation and our operating results.
Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.
Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and
operating results.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, it is
possible to identify forward-looking statements because they contain words such as "anticipates," "believes," "contemplates," "continue," "could," "estimates," "expects,"
"future," "intends," "likely," "may," "plans," "potential," "predicts," "projects," "seek," "should," "target," or "will," or the negative of these words or other similar terms or
expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited
to, statements about:
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our financial performance, including our revenues, costs, expenditures, growth rates, operating expenses and ability to generate positive cash flow to fund our
operations and sustain profitability;
anticipated technology trends, such as the use of cloud solutions;
our ability to adapt to changing market conditions;
the impact of the ongoing Coronavirus Disease 2019 (COVID-19) pandemic and related public health measures on our business;
economic and financial conditions, including volatility in foreign exchange rates;
our ability to diversify our sources of revenues, including selling additional solutions to our existing customers and our ability to pursue new customers;
the effects of increased competition in our market;
our ability to innovate, enhance our cloud solutions and platform and introduce new solutions;
our ability to effectively manage our growth;
our anticipated investments in sales and marketing, our infrastructure, new solutions, research and development, and acquisitions;
maintaining and expanding our relationships with channel partners;
our ability to maintain, protect and enhance our brand and intellectual property;
costs associated with defending intellectual property infringement and other claims;
our ability to attract and retain qualified employees and key personnel, including sales and marketing personnel;
our ability to successfully enter new markets and manage our international expansion;
our expectations, assumptions and conclusions related to our provision for income taxes, our deferred tax assets and our effective tax rate; and
other factors discussed in this Annual Report on Form 10-K in the sections titled "Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business."
We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and
trends that we believe may affect our business, financial condition, results of operations and prospects. The results, events and circumstances reflected in these forward-looking
statements are subject to risks, uncertainties, assumptions, and other factors including those described in Part I, Item 1A (Risk Factors) of this Annual Report and those discussed
in other documents we file with the U.S. Securities and Exchange Commission (SEC). Moreover, we operate in a very competitive and rapidly changing environment. New risks
and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements used
herein. We cannot provide assurance that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or
circumstances could differ materially from those described in the forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. Except as required by law, neither we nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after
the date of such statements.
Qualys, the Qualys logo and other trademarks and service marks of Qualys appearing in this Annual Report on Form 10-K are the property of Qualys. This Annual Report
on Form 10-K also contains trademarks and trade names of other businesses that are the property of their respective holders. We have omitted the ® and ™ designations, as
applicable, for the trademarks used in this Annual Report on Form 10-K.
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Item 1.
Business
Overview
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PART I
We are a pioneer and leading provider of a cloud-based platform delivering information technology (IT), security and compliance solutions. Our integrated suite of IT,
security and compliance solutions delivered on our Qualys Cloud Platform enables our customers to: 1) identify and manage their IT assets across on-premises, endpoints, cloud,
containers, and mobile environments; 2) collect and analyze large amounts of IT security data; 3) discover and prioritize vulnerabilities; 4) recommend and implement
remediation actions; and 5) verify the implementation of such actions. This helps organizations protect their systems and applications from ever-evolving cyber-attacks and helps
achieve compliance with internal policies and external regulations.
Our cloud solutions address the growing IT, security and compliance complexities and risks that are amplified by the dissolving boundaries between internal and external IT
infrastructures and web environments, the rapid adoption of cloud computing, containers and serverless IT models, and the proliferation of geographically dispersed IT assets.
Organizations use our integrated suite of solutions to cost-effectively obtain a unified view of their IT asset inventory as well as security and compliance posture across globally-
distributed IT infrastructures as our solution offers a single platform for information technology, information security, application security, endpoint, developer security and cloud
teams.
IT infrastructures are more complex and globally-distributed today than ever before, as organizations of all sizes increasingly rely upon a myriad of interconnected
information systems and related IT assets, such as servers, databases, web applications, routers, switches, desktops, laptops, other physical and virtual infrastructure, and
numerous external networks and cloud services. In this environment, new and evolving digital technologies intended to improve organizations’ operations can also increase
vulnerability to cyber-attacks, which can expose sensitive data, damage IT and physical infrastructures, and result in serious financial or reputational consequences. In addition,
the rapidly increasing amount of data and devices in IT environments makes it more difficult to identify and remediate vulnerabilities in a timely manner. The predominant
approach to IT security has been to implement multiple disparate security products that can be costly and difficult to deploy, integrate and manage and may not adequately protect
organizations. As a result, we believe there is a large and growing opportunity for comprehensive cloud-based IT, security and compliance solutions delivered in a single
platform.
We designed our Qualys Cloud Platform to transform the way organizations secure and protect their IT infrastructures and applications. Our cloud platform offers an
integrated suite of solutions that automates the lifecycle of asset discovery and management, security assessments, and compliance management for an organization’s IT
infrastructure and assets, whether such infrastructure and assets reside inside the organization, on their network perimeter, on endpoints or in the cloud. Since inception, our
solutions have been designed to be delivered through the cloud and to be easily and rapidly deployed on a global scale, enabling faster implementation and lower total cost of
ownership than traditional on-premises enterprise software products. Our customers, ranging from some of the largest global organizations to small businesses, are served from
our globally-distributed cloud platform, enabling us to rapidly deliver new solutions, enhancements and security updates.
We believe that our cloud platform provides our customers with unique advantages, including:
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No hardware to buy or manage. There is no infrastructure or software to buy and maintain thus reducing our customers’ operating costs; all services are accessible
in the cloud via web interface. Qualys operates and maintains the platform.
Real-time visibility in one place, anytime and anywhere. Our customers can conveniently see their security and compliance posture across their global IT asset
inventory in one browser window, without plugins or a virtual private network (VPN), whenever and wherever Internet access is available.
Easy global scanning. Our customers can easily perform scans on geographically distributed and segmented networks at the perimeter, behind the firewall, on
dynamic cloud environments and on endpoints.
Seamless scaling. Our cloud platform is a scalable, comprehensive, and end-to-end solution for the IT, security and compliance needs of our customers. Our
customers can seamlessly add new coverage, users and services after they have deployed our platform.
Up to date resources. Qualys has one of the largest knowledge bases of vulnerability signatures in the industry. All security updates are made in real-time.
Data stored securely. Data is securely stored and processed in a multi-tiered architecture of load-balanced servers. Our encrypted databases are physically and
logically secured.
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We were founded and incorporated in December 1999 with a vision of transforming the way organizations secure and protect their IT infrastructure and applications and
initially launched our first cloud solution, Vulnerability Management (VM), in 2000. As VM gained acceptance, we introduced additional solutions to help customers manage
increasing IT, security and compliance requirements. Today, the suite of solutions that we offer on our cloud platform and refer to as the Qualys Cloud Apps helps our customers
protect a range of assets across on-premises, endpoints, cloud, containers, and mobile environments. These Cloud Apps address and include:
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IT Security: Vulnerability Management (VM), Vulnerability Management, Detection and Response (VMDR), Threat Protection (TP), Continuous Monitoring (CM),
Patch Management (PM), Multi-Vector Endpoint Detection and Response (EDR), Indication of Compromise (IOC), Certificate Assessment (CRA);
Compliance: Policy Compliance (PC), Security Configuration Assessment (SCA), PCI Compliance (PCI), File Integrity Monitoring (FIM), Security Assessment
Questionnaire (SAQ), Out of-Band Configuration Assessment (OCA);
• Web Application Security: Web Application Scanning (WAS), Web Application Firewall (WAF);
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Asset Management: Global IT Asset Inventory (AI), CMDB Sync (SYN), Certificate Inventory (CRI); and
Cloud/Container Security: Cloud Inventory (CI), Cloud Security Assessment (CSA), Container Security (CS).
We provide our solutions through a software-as-a-service model, primarily with renewable annual subscriptions. These subscriptions require customers to pay a fee in order
to access each of our cloud solutions. We generally invoice our customers for the entire subscription amount at the start of the subscription term, and the invoiced amounts are
treated as deferred revenues and are recognized ratably over the term of each subscription. We continue to experience revenue growth from our existing customers as they renew
and purchase additional subscriptions, as well as from the addition of new customers to our cloud platform.
Our Qualys Cloud Platform is currently used by over 19,000 customers, including active subscribers of our free services, in more than 130 countries, including a majority of
each of the Forbes Global 100 and Fortune 100. Our revenues increased to $363.0 million in 2020 from $321.6 million in 2019 and $278.9 million in 2018.
Our Platform
Our cloud platform consists of a suite of IT security, compliance, web application security, asset management and cloud and container security solutions, which we refer to
as the Qualys Cloud Apps, that leverages our shared and extensible core services and our highly scalable multi-tenant cloud infrastructure. We also provide open application
program interfaces, or APIs, and other developer tools that allow third parties to embed our technology into their solutions and build applications on our cloud platform.
Our cloud platform utilizes physical and virtual sensors, and cloud agents that provide our customers with continuous visibility enabling customers to respond to threats
immediately. Customers can extend visibility to all known IT infrastructure using our Out-of-Band Configuration Assessment sensor for systems that are air-gapped or otherwise
difficult to assess.
The Qualys Cloud Platform automatically gathers and analyzes security and compliance data in a scalable, state-of-the-art backend. The technology underlying our cloud
infrastructure enables us to ingest, process, analyze and store a high volume of sensor data coming from our agents, scanners and passive analyzers, and correlate information at
very high speeds in a distributed manner for millions of devices.
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Our cloud platform is delivered to our customers via our shared platform offering from our global data centers, or via our private platform offering, Qualys Private Cloud
Platform (PCP), for customers or partners that want the platform to reside within the customer's data center. The PCP is a standalone version of our multi-layer, multi-tenant
services architecture and is a fully integrated turnkey solution, making it more scalable, cost effective and faster to deploy within a customer's data center. Solutions delivered
through our PCP are typically on the same subscription basis as solutions delivered through our shared platform. Our PCP utilizes hardware and software owned by us and is
physically located on the customer's premises. The customer is not permitted to take possession of the software or access the software code. We also offer our PCP as a
subscription-based platform services to the customer using a virtual version of our software. This virtualized PCP allows us to extend our security and compliance solutions
without the complexity and cost associated with deploying traditional enterprise software. We also offer Private Cloud Platform Appliance (PCPA), an on-premises IT, security
and compliance solution packaged in a form-factor for medium-sized companies.
Qualys Core Services
Our core services enable integrated workflows, management and real-time analysis and reporting across all of our IT, security and compliance solutions for our customers
inside their organizations, on the perimeter, on endpoints or in the cloud.
Our core services constitute dynamic and customizable dashboards and centrally managed, self-updating integrated Cloud Apps, through what we call a “single-pane-of-
glass” user interface. Our interactive, dynamic dashboards and cloud platform allow our customers to aggregate and correlate all of their IT, security and compliance data in one
place, drill down into details, and generate reports customized for different audiences. Our cloud platform’s powerful Elasticsearch clusters enable customers to instantly find
detailed data on any asset.
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Our core services include:
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Asset Tagging and Management. Enables customers to easily identify, categorize and manage large numbers of assets in highly dynamic IT environments and
automates the process of inventory management and hierarchical organization of IT assets. Built on top of this core service is the Qualys AI framework, which is a
global asset inventory service enabling our customers to search for information on any IT asset, scaling to millions of assets for customers of all sizes, helping IT
and security personnel to search IT assets and maintain an up-to-date inventory on a continuous basis.
Reporting and Dashboards. A highly configurable reporting engine that provides customers with reports and dashboards based on their roles and access privileges.
Questionnaires and Collaboration. A configurable workflow engine that enables customers to easily build questionnaires and capture existing business processes
and workflows to evaluate controls and gather evidence to validate and document compliance.
Remediation and Workflow. An integrated workflow engine that allows customers to automatically generate helpdesk tickets for remediation and to manage
compliance exceptions based on customer-defined policies, enabling subsequent review, commentary, tracking and escalation. This engine automatically distributes
remediation tasks to IT administrators upon scan completion, tracks remediation progress and closes open tickets once patches are applied and remediation is
verified in subsequent scans.
Big Data Correlation and Analytics Engine. Provides Elasticsearch capabilities for indexing, searching and correlating large amounts of security and compliance
data with other security incidents and third-party security intelligence data. Embedded workflows enable customers to quickly assess risk and access information for
remediation, incident analysis and forensic investigations.
Alerts and Notifications. Creates email notifications to alert customers of new vulnerabilities, malware infections, scan completion, open trouble tickets and system
updates.
Qualys Cloud Apps
Many organizations have an array of heterogeneous point tools that do not interoperate well and are difficult and costly to maintain and integrate, making it difficult for
Chief Information Officers (CIOs) and Chief Information Security Officers (CISOs) to obtain a single, unified view of their organization’s security and compliance posture. The
Qualys Cloud Platform and its Cloud Apps help organizations escape this tool-fragmentation dilemma by drastically simplifying their security stacks and regaining unimpeded
visibility across their IT environment.
The Cloud Apps are self-updating, centrally managed and tightly integrated, and cover a broad range of functionality in areas such as IT, security, compliance, web
application security, asset management and cloud and container security solutions.
From inception through December 31, 2019, we have added the following Cloud Apps: VM, PC, PCI, WAS, WAF, CM, SYN, SAQ, TP, FIM, IOC, AI, SCA, CS, CI, CSA,
CRI, CRA, OCA, PM, and a free version of AI. In 2020, we introduced VMDR and EDR.
We believe that our applications are easy to use and provide our customers with a high level of control because our applications are part of one platform, share a common
user interface, utilize the same scanners and agents, access the same collected data, and leverage the same user permissions.
Our customers can subscribe to one or more of our IT, security and compliance Apps based on their initial needs and expand their subscriptions over time to new areas
within their organization or to additional Qualys solutions. We offer four editions of our Qualys Cloud Apps: Enterprise for large enterprises, Express for medium-sized
businesses, Express Lite for small-sized businesses, and Consulting Edition for consultants, consulting organizations and Managed Service Providers (MSPs).
Many of our customers use multiple Cloud Apps to develop a more complete understanding of their respective environment’s IT, security and compliance posture. The
Qualys Cloud Platform currently provides the following Cloud Apps to our customers:
IT Security
Vulnerability Management (VM): VM is an industry leading and award-winning solution that automates network auditing and vulnerability management across an
organization, including network discovery and mapping, asset management, vulnerability reporting and remediation tracking. Driven by our comprehensive knowledge base of
known vulnerabilities, VM enables cost-effective protection against vulnerabilities without substantial resource deployment.
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Vulnerability Management, Detection and Response (VMDR): VMDR enables organizations to automatically discover every asset in their environment, including
unmanaged assets appearing on the network, inventory all hardware and software, and classify and tag critical assets. VMDR continuously assesses these assets for the latest
vulnerabilities and applies the latest threat intel analysis to prioritize actively exploitable vulnerabilities. Finally, VMDR automatically detects the latest superseding patch for the
vulnerable asset and easily deploys it for remediation. By delivering all this in a single app workflow, VMDR automates the entire process and significantly accelerates an
organization’s ability to respond to threats, thus preventing possible exploitation.
Threat Protection (TP): Thousands of new vulnerabilities are disclosed annually. With TP, customers can pinpoint their most critical threats and identify what they need to
remediate first. TP continuously correlates external threat information against a customer's vulnerabilities and IT asset inventory, so customers know which threats pose the
greatest risk to their organization at any given time. As Qualys engineers continuously validate and rate new threats from internal and external sources, TP’s live feed displays the
latest vulnerability disclosures and maps them to customers’ impacted IT assets. Customers can see the assets affected by each threat, and drill down into details.
Continuous Monitoring (CM): Built on top of VM, CM is a next-generation cloud service that can detect network threats and unexpected changes before they turn into
breaches. Whenever CM spots an anomaly in a network, it immediately sends targeted, informative alerts to the right people for each situation and each machine. CM tracks what
happens throughout public perimeters, internal networks, and cloud environments - anywhere in the world.
Patch Management (PM): PM provides automated patch deployment capabilities by correlating vulnerabilities and patches. It continuously gathers and uploads telemetry
about installed software, open vulnerabilities and missing patches to the Qualys Cloud Platform. The resulting shared visibility of assets and their posture enables IT and security
teams to collaborate using common vulnerability-centric terminology and provides a consistent data set to analyze, prioritize, deploy and verify patches more efficiently.
Multi-Vector Endpoint Detection and Response (EDR): Traditional endpoint detection and response solutions focus only on endpoint activity to detect attacks. As a result,
they lack the full context to analyze attacks accurately. This leads to an incomplete picture and a high rate of false positives and negatives, requiring organizations to use multiple
point solutions and large incident response teams. Qualys fills the gaps by bringing a new multi-vector approach and the unifying power of its highly scalable Cloud Platform to
EDR, providing vital context and comprehensive visibility to the entire attack chain, from prevention to detection to response. EDR unifies different context vectors like asset
discovery, rich normalized software inventory, end-of-life visibility, vulnerabilities and exploits, misconfigurations, in-depth endpoint telemetry, and network reachability with a
powerful backend to correlate it all for accurate assessment, detection and response.
Indication of Compromise (IOC): IOC delivers threat hunting, detects suspicious activity, and confirms the presence of known and unknown malware for devices both on
and off the network. From its single console, customers can monitor current and historical system activity for all on-premises servers, user endpoints, and cloud instances - even
for assets that are currently offline or have been re-imaged by IT. IOC utilizes the Cloud Agent to capture endpoint activity on files, processes, mutant handles, registries, and
network connections, and uploads the data to the Qualys Cloud Platform for storage, processing, and query. IOC 2.0, which was released in 2019, now provides enhanced attack
detection, investigation, and response capabilities for security analysts, incident responders, and managed security service providers.
Certificate Assessment (CRA): CRA assesses digital certificates and Transport Layer Security (TLS) configurations. CRA generates certificate instance grades using a
straightforward methodology that allows administrators to assess often overlooked server SSL/TLS configurations without having to become SSL experts. It also identifies out-
of-policy certificates with weak signatures or key length and shows how many unique Certificate Authorities were found in the environment and how many certificates each one
issued.
Compliance
Policy Compliance (PC): PC performs automated security configuration assessments on IT systems throughout a network, helping to reduce risk and continuously ensure
compliance with internal policies and external regulations. PC leverages out-of-the-box library content to fast-track compliance assessments using industry-recommended best
practices. PC also provides a centralized, interactive console for specifying baseline standards for different hosts. By automating requirement evaluation against multiple
standards for operating systems, network devices, databases and server applications, PC enables the quick identification of security issues and works to prevent configuration
drift. PC works to prioritize and track remediation and exceptions, while demonstrating a repeatable auditable process for compliance management.
Security Configuration Assessment (SCA): SCA provides automatic assessment of IT assets’ configurations using the latest Center for Internet Security (CIS) Benchmarks
for operating systems, databases, applications and network devices. SCA provides intuitive workflows for assessing, monitoring, reporting and remediating security-related
configuration issues. SCA’s CIS assessments are provided via a web-based user interface and delivered from the Qualys Cloud Platform, enabling centralized management with
minimal deployment overhead. SCA users can automatically create downloadable reports and view dashboards.
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PCI Compliance (PCI): PCI streamlines and automates compliance with PCI DSS (Payment Card Industry Data Security Standard) requirements for protecting the
collection, storage, processing and transmission of cardholder data. As an Approved Scanning Vendor, Qualys has been authorized by the PCI Security Standards Council to
conduct the required quarterly scans. PCI scans all Internet-facing networks and systems with Six Sigma (99.9996%) accuracy, generates reports and provides detailed patching
instructions. An auto-submission feature completes the compliance process once remediation is completed.
File Integrity Monitoring (FIM): FIM logs and centrally tracks file change events on common enterprise operating systems in organizations of all sizes. FIM provides
customers with a simple way to achieve centralized cloud-based visibility of activity resulting from normal patching and administrative tasks, change control exceptions or
violations, or malicious activity - then reports on that system activity as part of compliance mandates. FIM collects the critical details needed to quickly identify changes and root
out activity that violates policy or is potentially malicious. FIM helps customers to comply with change control policy enforcement and change monitoring requirements.
Security Assessment Questionnaire (SAQ): SAQ automates and streamlines third-party and internal risk assessment processes, obviating the need to perform such processes
manually via email and spreadsheets. SAQ easily designs surveys to assess procedural controls of IT and security policies and practices. SAQ automates the launch and
monitoring of assessment campaigns, making the process agile, accurate, comprehensive, centralized, scalable and uniform across an organization. SAQ also provides tools for
displaying, analyzing and acting on collected data, enabling the assessment of compliance with industry standards, regulations and internal policies of third parties, like vendors
and partners, and of employees.
Out-of-Band Configuration Assessment (OCA): The OCA sensor and Cloud App allows customers to achieve complete visibility of all known IT infrastructure by pushing
vulnerability and configuration data to the Qualys Cloud Platform from systems that are otherwise difficult to assess, such as highly locked-down systems, systems on
disconnected or “air gap” networks, or in environments that are highly sensitive to scans. OCA’s expanded data collection approach significantly broadens the types of
technologies supported by the Qualys Cloud Platform and provides deeper assessment of configuration so that customers have better visibility into potentially critical
vulnerabilities and misconfigurations across their entire environment.
Web Application Security
Web Application Scanning (WAS): WAS continuously discovers and catalogs web applications – including new and unknown ones – and detects vulnerabilities and
misconfigurations in web apps and APIs. Scaling to thousands of scans, it conducts incisive, thorough and precise testing of browser-based web apps, mobile app backends, and
Internet of things (IoT) services. Its seamless integration with the Qualys Web Application Firewall (WAF) enables verification of attack protection and one click mitigation of
vulnerabilities. WAS' powerful API enables integration with other systems and allows teams to detect issues within DevOps environments early in the application development
process. Bundled malware detection capability with WAS uses reputational, behavioral, antivirus, and heuristic analyses to identify and alert on malware infecting a user's
websites. By Integrating WAS with manual testing tools and bug bounty solutions, customers can build a comprehensive web application vulnerability testing program.
Web Application Firewall (WAF): WAF permits the reduction of application security cost and complexity with a unified platform to prevent any attempt to exploit
vulnerabilities. Simple, scalable and adaptive, WAF enables the quick blocking of attacks, prevents disclosure of sensitive information, and controls when and where customer
applications are accessed. WAF and WAS work together seamlessly. Customers scan web apps with WAS, deploy one-click virtual patches if needed in WAF, and manage it all
from a centralized cloud-based portal. WAF can be deployed in minutes on prem or in the cloud, as a virtual machine or a container, supports load-balancing as well as TLS
offloading, and does not require special hardware.
Asset Management
Global IT Asset Inventory (AI): AI constantly gathers information on all assets, including system and hardware details, running services, open ports, installed software and user
accounts. Asset discovery and inventory collection is done through a combination of Qualys network scanners, Cloud Agents and passive scanners, which together collect
comprehensive data from on-premises or cloud infrastructure as well as remote endpoints. In order to create consistent and uniform asset data, AI normalizes raw discovery data
to standardize every manufacturer name, product name, model and software version using Qualys’ ever-evolving technology catalog as a reference. This catalog automatically
extends IT asset inventory with non-discoverable metadata such as hardware and software release dates, end of life dates, and license categories. This new data layer allows teams
to detect issues such as unauthorized software, outdated hardware or end-of-life software, which can help properly tag, support, and secure business-critical assets. Additionally,
customers can sync their asset information with ServiceNow CMDB.
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CMDB Sync (SYN): SYN is a certified application that synchronizes Qualys AI data with ServiceNow’s Configuration Management system. Device changes are
immediately transmitted to the Qualys Cloud Platform and then synchronized with ServiceNow. For customers, this means an end to unidentified and misclassified assets, and to
data update delays, all of which increase chances of breaches. SYN provides real-time, comprehensive visibility of IT asset inventories enabling immediate detection of security
and compliance risks.
Certificate Inventory (CRI): CRI continuously scans global IT assets from a single console to discover internal and external certificates issued from any certificate authority
across all enterprise IT assets, both on premise and in the cloud. As a result, certificates can be renewed before they expire, which stops certificate-related outages and improves
availability. It collects all certificate, vulnerability and configuration data required for certificate inventory and analysis. CRI also reveals how many certificates are out of
compliance or do not follow organizational policies for key length, for signature algorithms or for the use of trusted and approved Certificate Authorities through the use of highly
customizable dashboards and provides users a comprehensive overview of Qualys SSL Labs-caliber certificate grades for internal and externally facing certificates.
Cloud / Container Security
Cloud Inventory (CI): CI delivers continuous visibility into public cloud accounts. In one single-pane view, it inventories virtual machines, storage buckets, databases,
security groups, Access Control Lists (ACLs), Elastic Load Balancers (ELBs) and users – across all regions, multiple accounts and multiple cloud platforms. CI continuously
tracks assets and enables users to quickly understand the topography of their cloud environment and uncover the root cause of incidents.
Cloud Security Assessment (CSA): CSA provides a continuous assessment of the security posture of an organization’s cloud resources against misconfigurations, malicious
behavior, and nonstandard deployments. CSA evaluates resources against CIS benchmarks and best practices to identify misconfigured storage buckets, security groups,
Relational Database Service, exposing data and the resource for public exploitation. CSA correlates host vulnerabilities and compliance data into intelligent insights which allow
users to quickly detect risks throughout their complex cloud environments. With CSA, users gain real-time visibility into their up-to-date security and compliance posture of
public clouds in one single-pane view.
Container Security (CS): CS delivers container-native visibility and protection throughout the entire lifecycle of containerized applications. It incorporates scanning of
container images for software composition and enforcement of hardened container stack configurations for continuous policy compliance, whether the images are on the build
machines, in the container registries or in the runtime cluster nodes. CS uses a unique 'layered-in' approach to provide deep visibility into all the application activities and
automatically creates a behavior profile, which is enforced on each container for runtime protection. By integrating with continuous integration and continuous delivery pipelines
and toolchains, CS enables DevSecOps processes and transparent enforcement of security and compliance without compromising the speed and agility of containers and
serverless deployment models. This leads to significant cost benefits for enterprises compared to certain legacy security solutions.
Free Services
We also offer organizations of all sizes free security and compliance services based on the Qualys Cloud Platform:
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Qualys Global IT Asset Discovery and Inventory app automatically creates a continuous, real-time inventory of known and unknown assets throughout a user's global
IT footprint across on-premises, endpoints, multi-cloud, mobile, containers, operational technology and IoT. The app also automatically normalizes and categorizes
assets to ensure clean, reliable, and consistent data. In-depth asset details provide fine-grained visibility on the system, services, installed software, network, and users.
It also detects any device that connects to a user's networks, via passive scanning technology. Upon an unknown device detection, users can install a light-weight
Qualys self-updating agent (3MB) to turn the device into a managed device or launch a vulnerability scan.
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Qualys Community Edition automatically gathers and analyzes security and compliance data from hybrid IT environments to provide a complete, continuously
updated, and instant view of monitored IT assets on-premises or in the cloud, as well as web apps, from a single-pane-of-glass interface. The Community Edition is
limited to one user with data retention for three months.
Qualys CloudView continuously discovers and tracks assets and resources across public cloud deployments to provide users both real-time and historical views of
cloud inventory. It collects metadata about cloud assets and resources to help users understand the relationships between public cloud assets and resources across
different dimensions and then discover their threat posture based on those attributes and relationships. CloudView is limited to three accounts per public cloud
platform.
Qualys CertView inventories and assesses all Internet-facing certificates to generate SSL/TLS configuration grades, identifies the certificate issuer and tracks
certificate expirations to help stop expired and expiring certificates from interrupting critical business functions.
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Our Growth Strategy
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We intend to strengthen our leadership position as a trusted provider of cloud-based IT, security and compliance solutions. The key elements of our growth strategy are:
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Continue to innovate and enhance our cloud platform and suite of solutions. We intend to continue to make significant investments in research and development to
extend our cloud platform’s functionality by developing new security solutions and capabilities and further enhancing our existing suite of solutions. From inception
through December 31, 2019, we have added the following Cloud Apps: VM, PC, PCI, WAS, WAF, CM, SYN, SAQ, TP, FIM, IOC, AI, SCA, CS, CI, CSA, CRI, PM,
and a free version of AI. In 2020, we introduced VMDR and EDR.
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Expand the use of our suite of solutions by our large and diverse customer base. With more than 19,000 customers, including active subscribers of our free services,
across many industries and geographies, we believe we have a significant opportunity to sell additional solutions to our customers and expand their use of our suite of
solutions. Because our customers typically initially deploy one or two of our solutions in select parts of their IT infrastructures, our existing customers serve as a
strong source of new sales as they expand their scope and increase their subscriptions or choose to adopt additional solutions from our integrated suite of IT, security
and compliance offerings. In this regard, we continue to expand our sales execution and marketing functions to increase adoption of our newly developed solutions
among our existing customers.
Drive new customer growth and broaden our global reach. We are pursuing new customers by targeting key accounts, releasing free IT, security and compliance
services and expanding both our sales and marketing organization and network of channel partners. We will continue to seek to make significant investments to
encourage organizations to replace their existing security products with our cloud solutions. We intend to expand our relationships with key security consulting
organizations, managed security service providers and value-added resellers to accelerate the adoption of our cloud platform. We seek to strengthen existing
relationships as well as establish new relationships to increase the distribution and market awareness of our cloud platform and target new geographic regions. We also
plan to partner with such security providers that can host our private cloud offering within their data centers, helping us expand our reach in new markets and new
geographies.
Selectively pursue technology acquisitions to bolster our capabilities and leadership position. We may explore acquisitions that are complementary to and can
expand the functionality of our cloud platform. We may also seek to acquire development teams to supplement our own personnel and acquire technology to increase
the breadth of our cloud-based IT, security and compliance solutions. In 2020, we acquired certain intangible assets of Spell Security Private Limited (Spell Security),
expanding Qualys’ endpoint behavior detection, threat hunting, malware research and multi-layered response capabilities for our EDR application. In 2019, we
acquired the software assets of Adya Inc. (Adya), enabling Qualys to provide companies of all sizes with the ability to consolidate administration of their Software as a
Service (SaaS) applications into one console, manage license costs across SaaS applications, set and enforce security policies in one place and report and audit on all
activity with a single tool. In 2018, we acquired the software assets of 1Mobility Private Limited (1Mobility), a Singapore based company, allowing Qualys to provide
enterprises of all sizes with the ability to create and continuously update an inventory of mobile devices on all versions of Android, iOS and Windows Mobile in their
environment; and to continuously assess their security and compliance posture, while quarantining devices that are compromised or out-of-compliance. In 2018, we
also acquired Layered Insight (Layered Insight), a provider of container native application protection, delivering insight into container images, adaptive analysis of
running containers, and automated enforcement of the container environments.
Our Customers
We market and sell our solutions to enterprises, government entities and small and medium-sized businesses across a broad range of industries, including education,
financial services, government, healthcare, insurance, manufacturing, media, retail, technology and utilities. As of December 31, 2020, we had over 19,000 customers, including
active subscribers of our free services, in more than 130 countries, including a majority of each of the Forbes Global 100 and Fortune 100. In each of 2020, 2019 and 2018, no
one customer accounted for more than 10% of our revenues. In 2020, 2019 and 2018, 63%, 64% and 67%, respectively, of our revenues were derived from customers in the
United States based on our customers billing address. We sell our solutions to enterprises and government entities primarily through our field sales force and to small and
medium-sized businesses through our inside sales force. We generate a significant portion of sales through our channel partners, including managed security service providers,
value-added resellers and consulting firms in the United States and internationally.
Sales and Marketing
Sales
We market and sell our IT, security and compliance solutions to customers directly through our sales teams as well as indirectly through our network of channel partners.
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Our global sales force is organized into a field sales team, which focuses on enterprises, generally including organizations with more than 5,000 employees, and an inside
sales team, which focuses on small to medium-sized businesses, which generally include organizations with less than 5,000 employees. Both our field and inside sales teams are
divided into three geographic regions, the Americas; Europe, Middle East and Africa; and Asia-Pacific. We also further assign each of our sales teams into groups that focus on
adding new customers or managing relationships with existing customers.
Our channel partners maintain relationships with their customers throughout the territories in which they operate and provide their customers with services and third-party
solutions to help meet those customers’ evolving security and compliance requirements. As such, these partners offer our IT, security and compliance solutions in conjunction
with one or more of their own products or services and act as a conduit through which we can connect with these prospective customers to offer our solutions. Our channel
partners include security consulting organizations, managed service providers and resellers, such as Accenture, BT Managed Security, Cognizant Technology Solutions, Deutsche
Telekom, DXC Technology, Fujitsu, Hindustan Computers Limited (HCL) Technologies, International Business Machines (IBM), Infosys, Nippon Telegraph and Telephone
Corporation (NTT), Optiv, SecureWorks, Tata Communications, Verizon and Wipro. Qualys has also established strategic partnerships with leading cloud providers like Amazon
Web Services, Microsoft Azure and the Google Cloud Platform.
For sales involving a channel partner, the channel partner engages with the prospective customer directly and involves our sales team as needed to assist in developing and
closing an order. When a channel partner secures a sale, we sell the associated subscription to the channel partner who in turn resells the subscription to the customer, with the
channel partner earning a fee based on the total value of the order. Once the order is completed, we provide these customers with direct access to our solutions and other
associated back-office applications, enabling us to establish a direct relationship as part of ensuring customer satisfaction with our solutions. At the end of the subscription term,
the channel partner engages with the customer to execute a renewal order, with our sales team providing assistance as required. In 2020, 2019 and 2018, 42%, 42% and 41%,
respectively, of our revenues were generated by channel partners.
Marketing
Our marketing programs include a variety of online marketing, advertising, conferences, events, public relations activities and web-based seminar campaigns targeted at key
decision makers within our prospective customers.
We have a number of marketing initiatives to build awareness and encourage customer adoption of our solutions. We offer free trials and services to allow prospective
customers to experience the quality of our solutions, to learn in detail about the features and functionality of our cloud platform, and to quantify the potential benefits of our
solutions.
Customer Support
Qualys Support delivers 24x7x365 day customer technical support from global centers located in Foster City, California; Raleigh, North Carolina; and Pune, India. We
recruit senior level technical personnel and trained subject matter experts who work closely with engineering and operations personnel to resolve issues quickly. Our IT, security
and compliance solutions can be deployed easily and are designed to be implemented and operated without the need for significant professional services. We also offer various
training programs as part of our subscriptions to all of our customers. In addition, we leverage the insights drawn from our customers to further improve the functionality of our
IT, security and compliance solutions. Our mission is to ensure customer satisfaction and play a critical role in retaining and expanding our customer base.
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Research and Development and Operations
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We devote significant resources to maintain, enhance and add new functionality to our Qualys Cloud Platform and the integrated suite of solutions that we offer. Our
development organization consists of agile engineering teams with substantial security expertise in specific areas of our solutions. In addition to our development teams, we also
built a sophisticated research team focused on identifying threats and developing signatures for vulnerabilities and compliance checks so that we can provide our customers with
daily updates and enable them to scan their assets for the latest threats. We conduct our research and development in the United States, France and India, which gives us access to
some of the best research and engineering talent in the world. Our focus remains to attract engineering talent as we continue to add new solutions and improve existing ones.
Our development team works closely with our customers and partners to gain valuable insights into their environments and gather feedback for threat research, product
development and innovations. We typically release updates to our solutions, including enhancements and new features multiple times a year, and we measure the quality of our
scan results on a frequent basis in an effort to maintain the highest level of scan accuracy.
The modular architecture of our cloud platform enables our engineering teams to simultaneously work on different features, accelerating the delivery of new functionalities
to customers. Our research and development team also works collaboratively with our technical support team to ensure customer satisfaction and with our sales team to accelerate
the adoption of our solutions.
Manufacturing Agreement
Our physical appliances are provided by SYNNEX Corporation (SYNNEX), pursuant to a manufacturing services agreement dated March 1, 2011. Under this agreement,
SYNNEX manufactures, assembles and tests our physical scanner appliances. This agreement is automatically renewed annually, unless terminated (i) at any time upon the
mutual written agreement of us and SYNNEX, (ii) by either party upon 90 days or more written notice, (iii) upon written notice, subject to applicable cure periods, if the other
party has materially breached its obligations under the agreement or (iv) by either party upon the other party seeking an order for relief under the bankruptcy laws of the United
States or similar laws of any other jurisdiction, a composition with or assignment for the benefit of creditors, or dissolution or liquidation.
Data Center Agreements
Our data center operations are provided by large third-party data center vendors and are located in the United States, Canada, Switzerland, the Netherlands, United Arab
Emirates and India. Our data center agreements have varying terms through 2025.
Competition
The expanding capabilities of our IT, security and compliance solutions have enabled us to address a growing array of opportunities in the cloud IT, security and compliance
market. We compete with a large and broad array of established and emerging vulnerability management vendors, compliance vendors and data security vendors in a highly
fragmented and competitive environment.
We compete with large and small public companies, such as Belden (Tripwire), Broadcom (Symantec Enterprise Security), CrowdStrike, F5 Networks, FireEye,
International Business Machines, McAfee, Micro Focus International, Palo Alto Networks, Rapid7, Tenable Holdings and VMware, as well as privately held security providers
including Barracuda Networks, BeyondTrust Software, Flexera, Forescout Technologies, Imperva, Tanium, Trustwave Holdings, Venafi, and Veracode. We also seek to replace
IT, security and compliance solutions that organizations have developed internally. As we continue to extend our cloud platform’s functionality by further developing IT, security
and compliance solutions, such as web application scanning and firewalls, we expect to face additional competition in these new markets. Our competitors may also attempt to
further expand their presence in the IT, security and compliance market and compete more directly against one or more of our solutions.
We believe that the principal competitive factors affecting our markets include product functionality, breadth of product offerings, flexibility of delivery models, ease of
deployment and use, total cost of ownership, scalability and performance, customer support and extensibility of platform. We believe that our suite of solutions generally
competes favorably with respect to these factors. However, many of our primary competitors have greater name recognition, longer operating histories, more established
customer relationships, larger marketing budgets and significantly greater resources than we do.
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Intellectual Property
We rely on a combination of trade secrets, copyrights, patents and trademarks, as well as contractual protections, to establish and protect our intellectual property rights and
protect our proprietary technology. As of December 31, 2020, we have twenty issued patents, several pending U.S. patent applications and an exclusive license to four U.S.
patents, which was obtained in connection with our acquisition of Nemean in 2010. The inbound license remains in effect until the licensed patents are no longer enforceable,
unless the applicable license agreement is first terminated by us or terminated by the licensor for a breach of the agreement or if we undergo certain bankruptcy events. The
licenses are currently exclusive and will remain exclusive so long as we make an appropriately-timed written election and pay an annual fixed royalty for ten years thereafter.
These exclusive licenses are subject to the licensor’s reservation of certain rights in the patents and subject to the U.S. government’s reserved rights in the technology. We have a
number of registered and unregistered trademarks. We require our employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements
and control access to software, documentation and other proprietary information. We view our trade secrets and know-how as a significant component of our intellectual property
assets, as we have spent years designing and developing the Qualys Cloud Platform, which we believe differentiates us from our competitors.
We expect that software and other solutions in our industry may be subject to third-party infringement claims as the number of competitors grows and the functionality of
products in different industry segments overlaps. Any of these third parties might make a claim of infringement against us at any time.
Human Capital Resources
We take a holistic approach to our human capital management strategy, striving to create a culture where talented people want to come to work, develop their careers,
become leaders, and make a difference for all our stakeholders and communities. Doing the right thing for our people, our communities and our environment upholds the trust of
our customers, partners, employees, and stockholders, enabling us to grow our business profitably and meet the diverse needs of our constituents.
As of December 31, 2020, we had 1,498 full-time employees, including 749 in research and development, 298 in sales and marketing, 310 in operations and customer
support, and 141 in general and administrative. As of December 31, 2020, approximately 73% of our employees were located outside the United States, with 63% of our
employees located in Pune, India. None of our U.S. employees are covered by collective bargaining agreements. Employees in certain European countries and Brazil have
collective bargaining arrangements at the national level. We believe our employee relations are good, and we have not experienced any work stoppages.
Diversity and Inclusion
We are proud to be a leader in the promotion and practice of diversity and inclusion. In addition to having offices and employees all over the world, we take pride in our
cultural diversity. Qualys searches the globe for top talent in an effort to recruit and hire diverse individuals with a variety of skills, experiences, and backgrounds. Our objective
is to continue to improve our hiring, development, advancement, and retention of diverse talent and to foster an inclusive environment.
Our board of directors and executive team are highly diverse. Three out of our current eight member board of directors are women, and the board seeks to identify strong
candidates who provide a wide range of perspectives, competencies, and knowledge to complement the board’s skills, diversity and experiences. Further, our executive team is
gender and ethnically diverse, with more than 50% of the executive team from underrepresented communities.
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Health and Safety
We recognize that a healthy environment and safe workplaces are critical to our business, strategy, and communities. We address environmental issues in an integrated
manner to encompass protection of the environment as well as the health and safety of our workforce. For example, in response to COVID-19 and the significant increases in
remote workforces in March 2020, we mandated a work from home policy to protect our employees and our communities. We also released a free cloud-based remote endpoint
protection solution for 60 days that allowed IT and security teams to protect the computers of remote employees and support the health and safety of our communities.
With the ongoing COVID-19 pandemic, our workforce continues to operate remotely, and our top priority remains providing support for our employees, partners, and
customers. We are fortunate that the nature of our business allows us to successfully operate in this dynamic work-from-home environment. We have been able to successfully
adapt to the current challenges and deliver results despite the pandemic while continuing to protect the health and safety of our workforce and customers.
We require our employees and managers to participate in myriad training programs directed at maintaining a harassment-free, diverse, and secure workplace. With our
diverse employee population, we uphold the rights to work in an environment that promotes equal opportunity and prohibits discriminatory practices against race, color, national
origin, ancestry, medical condition, religious creed (including religious dress and grooming practices), marital status, registered domestic partner status, sex, sexual orientation,
gender identity and expression, genetic characteristics and information, age, veteran status, or any other protected characteristic. Creating a respectful workplace and preventing
harassment to our employees remain our on-going commitment.
Compensation and Benefits
We provide robust compensation and benefits to our employees. In addition to competitive base salaries, all qualified employees are eligible for variable pay and equity
awards.
To support the health and wellness of our workforce, Qualys offers premium health coverage with minimal out-of-pocket contributions for our global employees.
Training and Development
We have experience with managing and developing a rapidly growing employee base. We believe every employee makes a difference, so we empower them in their roles
and support them for maximum professional growth. We assist employees in achieving their career goals by helping them improve their skillsets and transition to other
challenging roles. To support career growth inside and outside the Company, Qualys offers free self-paced or instructor-led certified training on core Qualys topics giving
employees and non-employees an opportunity to achieve certifications.
Available Information
Our principal executive offices are located at 919 E. Hillsdale Blvd., 4th Floor, Foster City, California 94404. The telephone number of our principal executive offices is
(650) 801-6100, and our main corporate website is www.qualys.com. Information contained on, or that can be accessed through, our website, does not constitute part of this
Annual Report on Form 10-K and inclusion of our website address in this Annual Report on Form 10-K is an inactive textual reference only.
We make available our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, free of charge on our website, www.qualys.com as soon as reasonably practicable
after they are electronically filed with or furnished to the SEC. Additionally, copies of materials filed by us with the SEC may be accessed at the SEC's website, www.sec.gov.
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Item 1A.
Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, and all other information
contained in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes, before making a decision to invest in our common stock.
Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. In that case, the trading price
of our common stock could decline, and you might lose all or part of your investment. In addition, the risks and uncertainties discussed below are not the only ones we face. Our
business, operating results, financial performance or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are
material.
Risks Related to Our Business and Industry
The continued spread of COVID-19, or any similar widespread infectious disease outbreak, could harm our business, financial condition and results of operations.
In December 2019, an outbreak of COVID-19 originated in Wuhan, China and has since spread to countries around the world. On March 11, 2020, the World Health
Organization characterized COVID-19 as a pandemic. The spread of COVID-19 has resulted in authorities imposing, and businesses and individuals implementing, numerous
unprecedented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns.
These measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and
partners. The pandemic has significantly increased economic and demand uncertainty. It is likely that the current outbreak and continued spread of COVID-19 will cause an
economic slowdown, and it is possible that it could cause a global recession, which could decrease demand for our solutions and negatively impact our operating results. There is
a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or recession.
The ultimate extent of the impact of COVID-19 on our business, financial position, results of operations and cash flows will depend on future developments, which are
highly uncertain and cannot be predicted at this time. These impacts, individually or in the aggregate, could have a material and adverse effect on our business, financial position,
results of operations and cash flows. Such effect may be exacerbated in the event the pandemic and the measures taken in response to it persist for an extended period of time.
Under any of these circumstances, the resumption of normal business operations may be delayed or hampered by lingering effects of COVID-19 on our operations, partners, and
customers.
Our quarterly operating results may vary from period to period, which could result in our failure to meet expectations with respect to operating results and cause the trading
price of our stock to decline.
Our operating results have historically varied from period to period, and we expect that they will continue to do so as a result of a number of factors, many of which are
outside of our control, including:
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the level of demand for our solutions;
publicity regarding security breaches generally and the level of perceived threats to IT security;
expenses associated with our existing and new products and services;
changes in customer renewals of our solutions;
the extent to which customers subscribe for additional solutions;
seasonal buying patterns of our customers;
actual or perceived security breaches, technical difficulties or interruptions with our service;
changes in the growth rate of the IT, security and compliance market;
the timing and success of new product or service introductions by us or our competitors or any other changes in the competitive landscape of our industry, including
consolidation among our competitors;
the introduction or adoption of new technologies that compete with our solutions;
decisions by potential customers to purchase IT, security and compliance products or services from other vendors;
the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;
the timing of sales commissions relative to the recognition of revenues;
the announcement or adoption of new regulations and policy mandates or changes to existing regulations and policy mandates;
failure of our products and services to operate as designed;
price competition;
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the length of our sales cycle for our products and services;
insolvency or credit difficulties confronting our customers, affecting their ability to purchase or pay for our solutions;
timely invoicing or changes in billing terms of customers;
timing of deals signed within the quarter;
pace and cost of hiring employees;
changes in foreign currency exchange rates;
general economic conditions, both domestically and in the foreign markets in which we sell our solutions;
future accounting pronouncements or changes in our accounting policies;
our ability to integrate any products or services that we may acquire in the future into our product suite or migrate existing customers of any companies that we may
acquire in the future to our products and services;
our effective tax rate;
the amount and timing of income tax benefits that we recognize resulting from excess tax benefits related to stock-based compensation;
the timing of expenses related to the development or acquisition of technologies, services or businesses; and
potential goodwill and intangible asset impairment charges associated with acquired businesses.
Further, the interpretation and application of international laws and regulations in many cases is uncertain, and our legal and regulatory obligations in foreign jurisdictions are
subject to frequent and unexpected changes, including the potential for various regulatory or other governmental bodies to enact new or additional laws or regulations or to issue
rulings that invalidate prior laws or regulations.
For example, a Data Protection Act that substantially implements the European Union’s General Data Protection Regulation (GDPR) was implemented in the United
Kingdom in May 2018, and "Brexit" could also lead to further legislative and regulatory changes. It is unclear, however, how United Kingdom data protection laws or regulations
will develop in the medium to longer term, and how data transfers to and from the United Kingdom will be regulated.
Each factor above or discussed elsewhere in this Annual Report on Form 10-K or the cumulative effect of some of these factors may result in fluctuations in our operating
results. This variability and unpredictability could result in our failure to meet expectations with respect to operating results, or those of securities analysts or investors, for a
particular period. In addition, a significant percentage of our operating expenses are fixed in nature and based on forecasted trends in revenues. Accordingly, in the event of
shortfalls in revenues, we are generally unable to mitigate the negative impact on margins in the short term by reducing our operating expenses. If we fail to meet or exceed
expectations for our operating results for these or any other reasons, the trading price of our common stock could fall and we could face costly lawsuits, including securities class
action suits.
If we do not successfully anticipate market needs and opportunities or are unable to enhance our solutions and develop new solutions that meet those needs and
opportunities on a timely or cost-effective basis, we may not be able to compete effectively and our business and financial condition may be harmed.
The IT, security and compliance market is characterized by rapid technological advances, customer price sensitivity, short product and service life cycles, intense
competition, changes in customer requirements, frequent new product introductions and enhancements and evolving industry standards and regulatory mandates. Any of these
factors could create downward pressure on pricing and gross margins, and could adversely affect our renewal rates, as well as our ability to attract new customers. Our future
success will depend on our ability to enhance existing solutions, introduce new solutions on a timely and cost-effective basis, meet changing customer needs, extend our core
technology into new applications, and anticipate and respond to emerging standards and business models. We must also continually change and improve our solutions in response
to changes in operating systems, application software, computer and communications hardware, networking software, data center architectures, programming tools and computer
language technology.
We may not be able to anticipate future market needs and opportunities or develop enhancements or new solutions to meet such needs or opportunities in a timely manner or
at all. The market for cloud solutions for IT, security and compliance continues to evolve, and it is uncertain whether our new solutions will gain market acceptance.
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Our solution enhancements or new solutions could fail to attain sufficient market acceptance for many reasons, including:
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failure to timely meet market demand for product functionality;
inability to identify and provide intelligence regarding the attacks or techniques used by cyber-attackers;
inability to inter-operate effectively with the database technologies, file systems or web applications of our prospective customers;
defects, errors or failures;
delays in releasing our enhancements or new solutions;
negative publicity about their performance or effectiveness;
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introduction or anticipated introduction of products by our competitors;
poor business conditions, causing customers to delay IT, security and compliance purchases;
easing or changing of external regulations related to IT, security and compliance; and
reluctance of customers to purchase cloud solutions for IT, security and compliance.
Furthermore, diversifying our solutions and expanding into new IT, security and compliance markets will require significant investment and planning, require that our
research and development and sales and marketing organizations develop expertise in these new markets, bring us more directly into competition with IT, security compliance
providers that may be better established or have greater resources than we do, require additional investment of time and resources in the development and training of our channel
partners and entail significant risk of failure.
If we fail to anticipate market requirements or fail to develop and introduce solution enhancements or new solutions to satisfy those requirements in a timely manner, such
failure could substantially decrease or delay market acceptance and sales of our present and future solutions and cause us to lose existing customers or fail to gain new customers,
which would significantly harm our business, financial condition and results of operations.
If we fail to continue to effectively scale and adapt our platform to meet the performance and other requirements of our customers, our operating results and our business
would be harmed.
Our future growth depends upon our ability to continue to meet the expanding needs of our customers as their use of our cloud platform grows. As these customers gain more
experience with our solutions, the number of users and the number of locations where our solutions are being accessed may expand rapidly in the future. In order to ensure that
we meet the performance and other requirements of our customers, we intend to continue to make significant investments to develop and implement new proprietary and third-
party technologies at all levels of our cloud platform. These technologies, which include databases, applications and server optimizations, and network and hosting strategies, are
often complex, new and unproven. We may not be successful in developing or implementing these technologies. To the extent that we do not effectively scale our platform to
maintain performance as our customers expand their use of our platform, our operating results and our business may be harmed.
If we are unable to renew existing subscriptions for our IT, security and compliance solutions, sell additional subscriptions for our solutions and attract new customers, our
operating results would be harmed.
We offer our Qualys Cloud Platform and integrated suite of solutions pursuant to a software-as-a-service model, and our customers purchase subscriptions from us that are
generally one year in length. Our customers have no obligation to renew their subscriptions after their subscription period expires, and they may not renew their subscriptions at
the same or higher levels or at all. As a result, our ability to grow depends in part on customers renewing their existing subscriptions and purchasing additional subscriptions and
solutions. Our customers may choose not to renew their subscriptions to our solutions or purchase additional solutions due to a number of factors, including their satisfaction or
dissatisfaction with our solutions, the prices of our solutions, the prices of products or services offered by our competitors, reductions in our customers’ spending levels due to the
macroeconomic environment or other factors. If our customers do not renew their subscriptions to our solutions, renew on less favorable terms, or do not purchase additional
solutions or subscriptions, our revenues may grow more slowly than expected or decline and our operating results would be harmed.
In addition, our future growth depends in part upon increasing our customer base. Our ability to achieve significant growth in revenues in the future will depend, in large part,
upon continually attracting new customers and obtaining subscription renewals to our solutions from those customers. If we fail to attract new customers, our revenues may grow
more slowly than expected and our operating results would be harmed.
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If the market for cloud solutions for IT, security and compliance does not evolve as we anticipate, our revenues may not grow and our operating results would be harmed.
Our success depends to a significant extent on the willingness of organizations to increase their use of cloud solutions for their IT, security and compliance. To date, some
organizations have been reluctant to use cloud solutions because they have concerns regarding the risks associated with the reliability or security of the technology delivery model
associated with these solutions. If other cloud service providers experience security incidents, loss of customer data, disruptions in service delivery or other problems, the market
for cloud solutions as a whole, including our solutions, may be negatively impacted. Moreover, many organizations have invested substantial personnel and financial resources to
integrate on-premise software into their businesses, and as a result may be reluctant or unwilling to migrate to a cloud solution. Organizations that use on-premise security
products, such as network firewalls, security information and event management products or data loss prevention solutions, may also believe that these products sufficiently
protect their IT infrastructure and deliver adequate security. Therefore, they may continue spending their IT security budgets on these products and may not adopt our IT, security
and compliance solutions in addition to or as a replacement for such products.
If customers do not recognize the benefits of our cloud solutions over traditional on-premise enterprise software products, and as a result we are unable to increase sales of
subscriptions to our solutions, then our revenues may not grow or may decline, and our operating results would be harmed.
Our current research and development efforts may not produce successful products or enhancements to our platform that result in significant revenue, cost savings or other
benefits in the near future.
We must continue to dedicate significant financial and other resources to our research and development efforts if we are to maintain our competitive position. However,
developing products and enhancements to our platform is expensive and time consuming, and there is no assurance that such activities will result in significant new marketable
products or enhancements to our platform, design improvements, cost savings, revenue or other expected benefits. If we spend significant resources on research and development
and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected.
Our platform, website and internal systems may be subject to intentional disruption or other security incidents that could result in liability and adversely impact our
reputation and future sales.
We and our service providers face threats from a variety of sources, including attacks on our networks and systems from numerous sources, including traditional “hackers,”
sophisticated nation-state and nation-state supported actors, other sources of malicious code (such as viruses and worms), and phishing attempts. We and our service providers
could be a target of cyber-attacks or other malfeasance designed to impede the performance of our solutions, penetrate our network security or the security of our cloud platform
or our internal systems, misappropriate proprietary information and/or cause interruptions to our services. Our solutions, platforms, and system, and those of our service
providers, may also suffer security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by our employees or service providers. With
the increase in personnel working remotely during the current COVID-19 pandemic, we and our service providers are at increased risk for security breaches. We are taking steps
to monitor and enhance the security of our solutions, cloud platform, and other relevant systems, IT infrastructure, networks, and data; however, the unprecedented scale of
remote work may require additional personnel and resources, which nevertheless cannot be guaranteed to fully safeguard our solutions, our cloud platform, or any systems, IT
infrastructure networks, or data upon which we rely. Further, because our operations involve providing IT security solutions to our customers, we may be targeted for cyber-
attacks and other security incidents. A breach in our data security or an attack against our service availability, or that of our third-party service providers, could impact our
networks or networks secured by our solutions, creating system disruptions or slowdowns and exploiting security vulnerabilities of our solutions, and the information stored on
our networks or those of our third-party service providers could be accessed, publicly disclosed, altered, lost, or stolen, which could subject us to liability and cause us financial
harm. If an actual or perceived disruption in the availability of our solutions or the breach of our security measures or those of our service providers occurs, it could adversely
affect the market perception of our solutions, result in a loss of competitive advantage, have a negative impact on our reputation, or result in the loss of customers, channel
partners and sales, and it may expose us to the loss or alteration of information, litigation, regulatory actions and investigations and possible liability. Any such actual or
perceived security breach or disruption could also divert the efforts of our technical and management personnel. We also may incur significant costs and operational consequences
of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent actual or perceived security incidents, as well as the costs to
comply with any notification obligations resulting from any security incidents. In addition, any such actual or perceived security breach could impair our ability to operate our
business and provide solutions to our customers. If this happens, our reputation could be harmed, our revenues could decline and our business could suffer.
Although we maintain insurance coverage that may be applicable to certain liabilities in the event of a security breach or other security incident, we cannot be certain that our
insurance coverage will be adequate for liabilities that actually are incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that
any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage or the
occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and
adverse effect on our business, including our financial condition, operating results and reputation.
Our sales cycle can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, revenues may vary from period to period, which may
cause our operating results to fluctuate and could harm our business.
The timing of sales of subscriptions for our solutions can be difficult to forecast because of the length and unpredictability of our sales cycle, particularly with large
transactions. We sell subscriptions to our IT, security and compliance solutions primarily to IT departments that are managing a growing set of user and compliance demands,
which has increased the complexity of customer requirements to be met and confirmed during the sales cycle and prolonged our sales cycle. Further, the length of time that
potential customers devote to their testing and evaluation, contract negotiation and budgeting processes varies significantly, which has also made our sales cycle long and
unpredictable. The length of the sales cycle for our solutions typically ranges from six to twelve months but can be more than eighteen months. In addition, we might devote
substantial time and effort to a particular unsuccessful sales effort, and as a result we could lose other sales opportunities or incur expenses that are not offset by an increase in
revenues, which could harm our business.
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Adverse economic conditions or reduced IT spending may adversely impact our business.
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Our business depends on the overall demand for IT and on the economic health of our current and prospective customers. Economic weakness, customer financial
difficulties, and constrained spending on IT security may result in decreased revenue and earnings. Such factors could make it difficult to accurately forecast our sales and
operating results and could negatively affect our ability to provide accurate forecasts to our contract manufacturers. In addition, continued governmental budgetary challenges in
the United States and Europe and geopolitical turmoil in many parts of the world have and may continue to put pressure on global economic conditions and overall spending on
IT security. General economic weakness may also lead to longer collection cycles for payments due from our customers, an increase in customer bad debt, restructuring initiatives
and associated expenses, and impairment of investments. Furthermore, the continued weakness and uncertainty in worldwide credit markets, including the sovereign debt
situation in certain countries in the European Union, may adversely impact our customers' available budgetary spending, which could lead to delays in planned purchases of our
solutions.
Additionally, concerns regarding the effects of the "Brexit" decision, uncertainties related to changes in public policies such as domestic and international regulations, taxes
or international trade agreements as well as geopolitical turmoil and other disruptions to global and regional economies and markets in many parts of the world, have and may
continue to put pressure on global economic conditions and overall spending on IT security. We have operations, as well as current and potential customers, throughout most of
Europe. If economic conditions in Europe and other key markets for our platform continue to remain uncertain or deteriorate further, many customers may delay or reduce their
IT spending.
Uncertainty about future economic conditions also makes it difficult to forecast operating results and to make decisions about future investments. Future or continued
economic weakness for us or our customers, failure of our customers and markets to recover from such weakness, customer financial difficulties, and reductions in spending on
IT security could have a material adverse effect on demand for our platform and consequently on our business, financial condition and results of operations.
Our IT, security and compliance solutions are delivered from eight data centers, and any disruption of service at these facilities would interrupt or delay our ability to deliver
our solutions to our customers which could reduce our revenues and harm our operating results.
We currently host substantially all of our solutions from third-party data centers located in the United States, Canada, Switzerland, the Netherlands, United Arab Emirates
and India. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cybersecurity attacks, terrorist attacks, employee negligence,
power losses, telecommunications failures and similar events. The facilities also could be subject to break-ins, sabotage, intentional acts of vandalism and other misconduct. The
occurrence of a natural disaster, an act of terrorism or misconduct, a decision to close the facilities without adequate notice or other unanticipated problems could result in
interruptions in our services.
Some of our data centers are not currently redundant and we may not be able to rapidly move our customers from one data center to another, which may increase delays in
the restoration of our service for our customers if an adverse event occurs. We have added data center facilities to provide additional capacity for our cloud platform and to enable
disaster recovery. We continue to build out these facilities; however, these additional facilities may not be operational in the anticipated time-frame and we may incur unplanned
expenses.
Additionally, our existing data center facilities providers have no obligations to renew their agreements with us on commercially reasonable terms, or at all. If we are unable
to renew our agreements with the facilities providers on commercially reasonable terms or if in the future we add additional data center facility providers, we may experience
costs or downtime in connection with the loss of an existing facility or the transfer to, or addition of, new data center facilities.
Any disruptions or other performance problems with our solutions could harm our reputation and business and may damage our customers’ businesses. Interruptions in our
service delivery might reduce our revenues, cause us to issue credits to customers, subject us to potential liability and cause customers to terminate their subscriptions or not
renew their subscriptions.
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We face competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
We compete with a large range of established and emerging vulnerability management vendors, compliance vendors and data security vendors in a highly fragmented and
competitive environment. We face significant competition for each of our solutions from companies with broad product suites and greater name recognition and resources than we
have, as well as from small companies focused on specialized security solutions.
We compete with large and small public companies, such as Belden (Tripwire), Broadcom (Symantec Enterprise Security), CrowdStrike, F5 Networks, FireEye, International
Business Machines, McAfee, Micro Focus International, Palo Alto Networks, Rapid7, Tenable Holdings and VMware, as well as privately held security providers including
Barracuda Networks, BeyondTrust Software, Flexera, Forescout Technologies, Imperva, SentinelOne, Tanium, Trustwave Holdings, Venafi, and Veracode. We also seek to
replace IT, security and compliance solutions that organizations have developed internally. As we continue to extend our cloud platform’s functionality by further developing IT,
security and compliance solutions, such as web application scanning and firewalls, we expect to face additional competition in these new markets. Our competitors may also
attempt to further expand their presence in the IT, security and compliance market and compete more directly against one or more of our solutions.
We believe that the principal competitive factors affecting our markets include product functionality, breadth of offerings, flexibility of delivery models, ease of deployment
and use, total cost of ownership, scalability and performance, customer support and extensibility of platform. Many of our existing and potential competitors have competitive
advantages, including:
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greater brand name recognition;
larger sales and marketing budgets and resources;
broader distribution networks and more established relationships with distributors and customers;
access to larger customer bases;
greater customer support resources;
greater resources to make acquisitions;
greater resources to develop and introduce products that compete with our solutions;
greater resources to meet relevant regulatory requirements; and
substantially greater financial, technical and other resources.
As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer
requirements. With the introduction of new technologies, the evolution of our service and new market entrants, we expect competition to intensify in the future.
In addition, some of our larger competitors have substantially broader product offerings and can bundle competing products and services with other software offerings. As a
result, customers may choose a bundled product offering from our competitors, even if individual products have more limited functionality than our solutions. These competitors
may also offer their products at a lower price as part of this larger sale, which could increase pricing pressure on our solutions and cause the average sales price for our solutions
to decline. These larger competitors are also often in a better position to withstand any significant reduction in capital spending, and will therefore not be as susceptible to
economic downturns.
Furthermore, our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources
and product and services offerings in the markets we address. In addition, current or potential competitors may be acquired by third parties with greater available resources. As a
result of such relationships and acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater
resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop
and expand their product and service offerings more quickly than we do. For all of these reasons, we may not be able to compete successfully against our current or future
competitors.
The sales prices of our solutions are subject to competitive pressures and may decrease, which may reduce our gross profits and adversely impact our financial results.
The sales prices for our solutions may decline for a variety of reasons, including competitive pricing pressures, discounts, a change in our mix of solutions and subscriptions,
anticipation of the introduction of new solutions or subscriptions, or promotional programs. Competition continues to increase in the market segments in which we participate,
and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse product and service offerings
may reduce the price of products or subscriptions that compete with ours or may bundle them with other products and subscriptions. Additionally, although we price our products
and subscriptions worldwide in U.S. Dollars, Euros, British Pounds, Canadian Dollars, Japanese Yen and Indian Rupee, currency fluctuations in certain countries and regions may
negatively impact actual prices that partners and customers are willing to pay in those countries and regions, or the effective prices we realize in our reporting currency. We
cannot assure you that we will be successful in developing and introducing new offerings with enhanced functionality on a timely basis, or that our new product and subscription
offerings, if introduced, will enable us to maintain our prices and gross profits at levels that will allow us to maintain positive gross margins and profitability.
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If our solutions fail to help our customers achieve and maintain compliance with regulations and industry standards, our revenues and operating results could be harmed.
We generate a portion of our revenues from solutions that help organizations achieve and maintain compliance with regulations and industry standards. For example, many of
our customers subscribe to our IT, security and compliance solutions to help them comply with the security standards developed and maintained by the Payment Card Industry
Security Standards Council, or the PCI Council, which apply to companies that store cardholder data. Industry organizations like the PCI Council may significantly change their
security standards with little or no notice, including changes that could make their standards more or less onerous for businesses. Governments may also adopt new laws or
regulations, or make changes to existing laws or regulations, that could impact the demand for or value of our solutions.
If we are unable to adapt our solutions to changing regulatory standards in a timely manner, or if our solutions fail to assist with or expedite our customers’ compliance
initiatives, our customers may lose confidence in our solutions and could switch to products offered by our competitors. In addition, if regulations and standards related to data
security, vulnerability management and other IT, security and compliance requirements are relaxed or the penalties for non-compliance are changed in a manner that makes them
less onerous, our customers may view government and industry regulatory compliance as less critical to their businesses, and our customers may be less willing to purchase our
solutions. In any of these cases, our revenues and operating results could be harmed.
If our solutions fail to detect vulnerabilities or incorrectly detect vulnerabilities, our brand and reputation could be harmed, which could have an adverse effect on our
business and results of operations.
If our solutions fail to detect vulnerabilities in our customers’ IT infrastructures, or if our solutions fail to identify and respond to new and increasingly complex methods of
attacks, our business and reputation may suffer. There is no guarantee that our solutions will detect all vulnerabilities. Additionally, our IT, security and compliance solutions may
falsely detect vulnerabilities or threats that do not actually exist. For example, some of our solutions rely on information on attack sources aggregated from third-party data
providers who monitor global malicious activity originating from a variety of sources, including anonymous proxies, specific IP addresses, botnets and phishing sites. If the
information from these data providers is inaccurate, the potential for false indications of security vulnerabilities increases. These false positives, while typical in the industry, may
impair the perceived reliability or usability of our solutions and may therefore adversely impact market acceptance of our solutions and could result in negative publicity, loss of
customers and sales, increased costs to remedy any incorrect information or problem, or claims by aggrieved parties. Similar issues may be generated by the misuse of our tools
to identify and exploit vulnerabilities.
Further, our solutions sometimes are tested against other security products, and may fail to perform as effectively, or to be perceived as performing as effectively, as
competitive products for any number of reasons, including misconfiguration. To the extent current or potential customers, channel partners, or others believe there has been an
occurrence of an actual or perceived failure of our solutions to detect a vulnerability or otherwise to function as effectively as competitive products in any particular test, or
indicates our solutions do not provide significant value, our business, competitive position, and reputation could be harmed.
In addition, our solutions do not currently extend to cover mobile devices or personal devices that employees may bring into an organization. As such, our solutions would
not identify or address vulnerabilities in mobile devices, such as mobile phones or tablets, or personal devices, and our customers’ IT infrastructures may be compromised by
attacks that infiltrate their networks through such devices.
An actual or perceived security breach or theft of the sensitive data of one of our customers, regardless of whether the breach is attributable to the failure of our solutions,
could adversely affect the market’s perception of our security solutions.
If we are unable to continue the expansion of our sales force, sales of our solutions and the growth of our business would be harmed.
We believe that our growth will depend, to a significant extent, on our success in recruiting and retaining a sufficient number of qualified sales personnel and their ability to
obtain new customers, manage our existing customer base and expand the sales of our newer solutions. We plan to continue to expand our sales force and make a significant
investment in our sales and marketing activities. Our recent hires and planned hires may not become as productive as quickly as we would like, and we may be unable to hire or
retain sufficient numbers of qualified individuals in the future in the competitive markets where we do business. Competition for highly skilled personnel is frequently intense and
we may not be able to compete for these employees. If we are unable to recruit and retain a sufficient number of productive sales personnel, sales of our solutions and the growth
of our business may be harmed. Additionally, if our efforts do not result in increased revenues, our operating results could be negatively impacted due to the upfront operating
expenses associated with expanding our sales force.
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We rely on third-party channel partners to generate a substantial amount of our revenues, and if we fail to expand and manage our distribution channels, our revenues could
decline and our growth prospects could suffer.
Our success significantly depends upon establishing and maintaining relationships with a variety of channel partners and we anticipate that we will continue to depend on
these partners in order to grow our business. For the years ended December 31, 2020, 2019 and 2018, we derived approximately 42%, 42% and 41%, respectively, of our
revenues from sales of subscriptions for our solutions through channel partners, and the percentage of revenues derived from channel partners may increase in future periods. Our
agreements with our channel partners are generally non-exclusive and do not prohibit them from working with our competitors or offering competing solutions, and many of our
channel partners have more established relationships with our competitors. If our channel partners choose to place greater emphasis on products of their own or those offered by
our competitors, do not effectively market and sell our solutions, or fail to meet the needs of our customers, then our ability to grow our business and sell our solutions may be
adversely affected. In addition, the loss of one or more of our larger channel partners, who may cease marketing our solutions with limited or no notice, and our possible inability
to replace them, could adversely affect our sales. Moreover, our ability to expand our distribution channels depends in part on our ability to educate our channel partners about
our solutions, which can be complex. Our failure to recruit additional channel partners, or any reduction or delay in their sales of our solutions or conflicts between channel sales
and our direct sales and marketing activities may harm our results of operations. Even if we are successful, these relationships may not result in greater customer usage of our
solutions or increased revenues.
In addition, the financial health of our channel partners and our continuing relationships with them are important to our success. Some of these channel partners may be
unable to withstand adverse changes in economic conditions, which could result in insolvency and/or the inability of such distributors to obtain credit to finance purchases of our
products and services. In addition, weakness in the end-user market could negatively affect the cash flows of our channel partners who could, in turn, delay paying their
obligations to us, which would increase our credit risk exposure. Our business could be harmed if the financial condition of some of these channel partners substantially
weakened and we were unable to timely secure replacement channel partners.
A significant portion of our customers, channel partners and employees are located outside of the United States, which subjects us to a number of risks associated with
conducting international operations, and if we are unable to successfully manage these risks, our business and operating results could be harmed.
We market and sell subscriptions to our solutions throughout the world and have personnel in many parts of the world. In addition, we have sales offices and research and
development facilities outside the United States and we conduct, and expect to continue to conduct, a significant amount of our business with organizations that are located
outside the United States, particularly in Europe and Asia. Therefore, we are subject to risks associated with having international sales and worldwide operations, including:
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foreign currency exchange fluctuations;
trade and foreign exchange restrictions;
economic or political instability in foreign markets, including as a result of increasing tensions between India and China;
greater difficulty in enforcing contracts, accounts receivable collection and longer collection periods;
changes in regulatory requirements;
tax laws (including U.S. taxes on foreign subsidiaries);
difficulties and costs of staffing and managing foreign operations;
the uncertainty and limitation of protection for intellectual property rights in some countries;
costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;
costs of complying with U.S. laws and regulations for foreign operations, including the Foreign Corrupt Practices Act, import and export control laws, tariffs, trade
barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our solutions in certain foreign markets, and the risks and costs of non-
compliance;
heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and
result in restatements of, and irregularities in, financial statements;
the potential for political unrest, acts of terrorism, hostilities or war;
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• multiple and possibly overlapping tax structures.
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Our business, including the sales of subscriptions of our solutions, may be subject to foreign governmental regulations, which vary substantially from country to country and
change from time to time. Failure to comply with these regulations could adversely affect our business. Further, in many foreign countries it is common for others to engage in
business practices that are prohibited by our internal policies and procedures or U.S. regulations applicable to us. Although we have implemented policies and procedures
designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, channel partners and agents have complied or will
comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, channel partners or agents could result in delays in revenue
recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our solutions and could have a material adverse effect on our
business and results of operations. If we are unable to successfully manage the challenges of international operations, our business and operating results could be adversely
affected.
In addition, as of December 31, 2020 , approximately 73% of our employees were located outside of the United States, of which 63% of our employees were located in Pune,
India. Accordingly, we are exposed to changes in laws governing our employee relationships in various U.S. and foreign jurisdictions, including laws and regulations regarding
wage and hour requirements, fair labor standards, employee data privacy, unemployment tax rates, workers’ compensation rates, citizenship requirements and payroll and other
taxes which may have a direct impact on our operating costs. We may continue to expand our international operations and international sales and marketing activities. Expansion
in international markets has required, and will continue to require, significant management attention and resources. We may be unable to scale our infrastructure effectively or as
quickly as our competitors in these markets and our revenues may not increase to offset any increased costs and operating expenses, which would cause our results to suffer.
We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.
Our reporting currency is the U.S. dollar and we generate a majority of our revenues in U.S. dollars. However, for the year ended December 31, 2020, we incurred
approximately 28% of our expenses in foreign currencies, primarily Euros, British Pounds, and Indian Rupee, principally with respect to salaries and related personnel expenses
associated with our European and Indian operations. Additionally, for the year ended December 31, 2020, approximately 21% of our revenues were generated in foreign
currencies. Accordingly, changes in exchange rates may have a material adverse effect on our business, operating results and financial condition. The exchange rate between the
U.S. dollar and foreign currencies has fluctuated substantially in recent years and may continue to fluctuate substantially in the future. We expect that a majority of our revenues
will continue to be generated in U.S. dollars for the foreseeable future and that a significant portion of our expenses, including personnel costs, as well as capital and operating
expenditures, will continue to be denominated in the Euro, British Pound and Indian Rupee. The results of our operations may be adversely affected by foreign exchange
fluctuations.
We use derivative financial instruments to reduce our foreign currency exchange risks. We use foreign currency forward contracts to mitigate the impact of foreign currency
fluctuations of certain non-U.S. dollar denominated net asset positions, to date primarily cash, accounts receivable and operating lease liabilities (non-designated), as well as to
manage foreign currency fluctuation risk related to forecasted transactions (designated). However, we may not be able to purchase derivative instruments that are adequate to
insulate ourselves from foreign currency exchange risks. Additionally, our hedging activities may contribute to increased losses as a result of volatility in foreign currency
markets.
Our business and operations have experienced significant growth, and if we do not appropriately manage any future growth, or are unable to improve our systems and
processes, our operating results may be negatively affected.
We have experienced significant growth over the last several years. From 2018 to 2020, our revenues grew from $278.9 million to $363.0 million, and our headcount
increased from 869 employees at the beginning of 2018 to 1,498 employees as of December 31, 2020. We rely on information technology systems to help manage critical
functions such as order processing, revenue recognition and financial forecasts. To manage any future growth effectively we must continue to improve and expand our IT
systems, financial infrastructure, and operating and administrative systems and controls, and continue to manage headcount, capital and processes in an efficient manner. We may
not be able to successfully implement improvements to these systems and processes in a timely or efficient manner.
Our failure to improve our systems and processes, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to
accurately forecast our revenues, expenses and earnings, or to prevent certain losses. In addition, as we continue to grow, our productivity and the quality of our solutions may
also be adversely affected if we do not integrate and train our new employees quickly and effectively. Any future growth would add complexity to our organization and require
effective coordination across our organization. Failure to manage any future growth effectively could result in increased costs, harm our results of operations and lead to investors
losing confidence in our internal systems and processes.
We depend on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business,
operating results and financial condition.
Our future performance depends on the continued services and continuing contributions of our senior management, particularly Philippe F. Courtot, our Chairman and Chief
Executive Officer, and other key employees, to execute on our business plan and to identify and pursue new opportunities and product innovations. We do not maintain key-man
insurance for Mr. Courtot or for any other member of our senior management team. From time to time, there may be changes in our senior management team resulting from the
termination or departure of executives. Our senior management and key employees are generally employed on an at-will basis, which means that they could terminate their
employment with us at any time. In February 2021, we announced that Mr. Courtot was taking a medical leave of absence and Sumedh Thakar, our President and Chief Product
Officer, had been appointed interim Chief Executive Officer and principal executive officer. The loss of the services of our senior management, particularly Mr. Courtot, or other
key employees for any reason could significantly delay or prevent the achievement of our development and strategic objectives and harm our business, financial condition and
results of operations.
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If we are unable to hire, retain and motivate qualified personnel, our business may suffer.
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Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability
to attract or retain qualified personnel or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition and
results of operations. Any of our employees may terminate their employment at any time. Competition for highly skilled personnel is frequently intense, especially in the San
Francisco Bay Area and Pune, India, locations in which we have a substantial presence and need for highly skilled personnel and we may not be able to compete for these
employees.
We are required under accounting principles generally accepted in the United States (U.S. GAAP) to recognize compensation expense in our operating results for employee
stock-based compensation under our equity grant programs, which may negatively impact our operating results and may increase the pressure to limit stock-based compensation
that we might otherwise offer to current or potential employees, thereby potentially harming our ability to attract or retain highly skilled personnel. In addition, to the extent we
hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information, which could
result in a diversion of management's time and our resources.
A portion of our revenues are generated by sales to government entities, which are subject to a number of challenges and risks.
Government entities have historically been particularly concerned about adopting cloud-based solutions for their operations, including security solutions, and increasing sales
of subscriptions for our solutions to government entities may be more challenging than selling to commercial organizations. Selling to government entities can be highly
competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that we will win a sale. We have invested in the creation
of a cloud offering certified under the Federal Information Security Management Act for government usage but we cannot be sure that we will continue to sustain or renew this
certification, that the government will continue to mandate such certification or that other government agencies or entities will use this cloud offering. Government demand and
payment for our solutions may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector
demand for our solutions. Government entities may have contractual or other legal rights to terminate contracts with our channel partners for convenience or due to a default, and
any such termination may adversely impact our future results of operations. Governments routinely investigate and audit government contractors’ administrative processes, and
any unfavorable audit could result in the government refusing to continue buying our solutions, a reduction of revenues or fines or civil or criminal liability if the audit uncovers
improper or illegal activities. Any such penalties could adversely impact our results of operations in a material way.
Our success in acquiring and integrating other businesses, products or technologies could impact our financial position.
In order to remain competitive, we have in the past and may in the future seek to acquire additional businesses, products, services or technologies. For example, we acquired
1Mobility on April 1, 2018, Layered Insight on October 16, 2018, Adya on January 10, 2019, and certain intellectual property of Spell Security on July 24, 2020. The
environment for acquisitions in our industry is very competitive and acquisition candidate purchase prices may exceed what we would prefer to pay. Moreover, achieving the
anticipated benefits of future acquisitions will depend in part upon whether we can integrate acquired operations, products and technology in a timely and cost-effective manner,
and even if we achieve benefits from acquisitions, such acquisitions may still be viewed negatively by customers, financial markets or investors. The acquisition and integration
process is complex, expensive and time-consuming, and may cause an interruption of, or loss of momentum in, product development and sales activities and operations of both
companies, as well as divert the attention of management, and we may incur substantial cost and expense. We may issue equity securities which could dilute current stockholders’
ownership, incur debt, assume contingent or other liabilities and expend cash in acquisitions, which could negatively impact our financial position, stockholder equity and stock
price. We may not find suitable acquisition candidates, and acquisitions we complete may be unsuccessful. If we consummate a transaction, we may be unable to integrate and
manage acquired products and businesses effectively or retain key personnel. If we are unable to effectively execute acquisitions, our business, financial condition and operating
results could be adversely affected.
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We rely on software-as-a-service vendors to operate certain functions of our business and any failure of such vendors to provide services to us could adversely impact our
business and operations.
We rely on third-party software-as-a-service vendors to operate certain critical functions of our business, including financial management and human resource management.
If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, our expenses
could increase, our ability to manage our finances could be interrupted and our processes for managing sales of our solutions and supporting our customers could be impaired
until equivalent services, if available, are identified, obtained and integrated, all of which could harm our business.
Delays or interruptions in the manufacturing and delivery of our physical scanner appliances by our sole source manufacturer may harm our business.
Upon customer request, we provide physical or virtual scanner appliances on a subscription basis as an additional capability to the customer’s subscription for use during
their subscription term. Our physical scanner appliances are built by a single manufacturer. Our reliance on a sole manufacturer involves several risks, including a potential
inability to obtain an adequate supply of physical scanner appliances and limited control over pricing, quality and timely deployment of such scanner appliances. In addition,
replacing this manufacturer may be difficult and could result in an inability or delay in deploying our solutions to customers that request physical scanner appliances as part of
their subscriptions.
Furthermore, our manufacturer’s ability to timely manufacture and ship our physical scanner appliances depends on a variety of factors, such as the availability of hardware
components, supply shortages or contractual restrictions. In the event of an interruption from this manufacturer, we may not be able to develop alternate or secondary sources in a
timely manner. If we are unable to purchase physical scanner appliances in quantities sufficient to meet our requirements on a timely basis, we may not be able to effectively
deploy our solutions to new customers that request physical scanner appliances, which could harm our business.
Incorrect or improper implementation or use of our solutions could result in customer dissatisfaction and harm our business and reputation.
If our customers are unable to implement our solutions successfully, customer perceptions of our platform and solutions may be impaired or our reputation and brand may
suffer. Our customers have in the past inadvertently misused our solutions, which triggered downtime in their internal infrastructure until the problem was resolved. Additionally,
any failure to implement and configure our solutions correctly may result in our solutions failing to detect vulnerabilities or compliance issues, or otherwise to perform
effectively, and may result in disruptions to our customers’ IT environments and businesses. Any misuse of our solutions, including any failure to implement and configure them
appropriately, could result in disruption to our customers’ businesses, customer dissatisfaction, negative impacts on the perceived reliability or effectiveness of our solutions, and
claims and litigation, and may result in negative press coverage, negative effects on our reputation and competitive position, a loss of sales, customers, and channel partners, and
harm our financial results.
We recognize revenues from subscriptions over the term of the relevant service period, and therefore any decreases or increases in bookings are not immediately reflected in
our operating results.
We recognize revenues from subscriptions over the term of the relevant service period, which is typically one year. As a result, most of our reported revenues in each quarter
are derived from the recognition of deferred revenues relating to subscriptions entered into during previous quarters. Consequently, a shortfall in demand for our solutions in any
period may not significantly reduce our revenues for that period, but could negatively affect revenues in future periods. Accordingly, the effect of significant downturns in
bookings may not be fully reflected in our results of operations until future periods. We may be unable to adjust our costs and expenses to compensate for such a potential
shortfall in revenues. Our subscription model also makes it difficult for us to rapidly increase our revenues through additional bookings in any period, as revenues are recognized
ratably over the subscription period.
Our business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by man-made problems such as terrorism.
A significant natural disaster, such as an earthquake, fire or a flood, or a significant power outage could have a material adverse impact on our business, operating results and
financial condition. Our corporate headquarters and a significant portion of our operations are located in the San Francisco Bay Area, a region known for seismic activity. In
addition, natural disasters could affect our business partners’ ability to perform services for us on a timely basis. In the event we or our business partners are hindered by any of
the events discussed above, our ability to provide our solutions to customers could be delayed, resulting in our missing financial targets, such as revenues and net income, for a
particular quarter. Further, if a natural disaster occurs in a region from which we derive a significant portion of our revenues, customers in that region may delay or forego
subscriptions of our solutions, which may materially and adversely impact our results of operations for a particular period. In addition, acts of terrorism could cause disruptions in
our business or the business of our business partners, customers or the economy as a whole. All of the aforementioned risks may be exacerbated if the disaster recovery plans for
us and our suppliers prove to be inadequate. To the extent that any of the above results in delays of customer subscriptions or commercialization of our solutions, our business,
financial condition and results of operations could be adversely affected.
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Risks Related to Intellectual Property, Legal, Tax and Regulatory Matters
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Undetected software errors or flaws in our solutions could harm our reputation, decrease market acceptance of our solutions or result in liability.
Our solutions may contain undetected errors or defects when first introduced or as new versions are released. We have experienced these errors or defects in the past in
connection with new solutions and solution upgrades and we expect that these errors or defects will be found from time to time in the future in new or enhanced solutions after
commercial release of these solutions. Since our customers use our solutions for IT, security and compliance reasons, any errors, defects, disruptions in service or other
performance problems with our solutions, or any other failure of our solutions to detect vulnerabilities or compliance problems or otherwise to perform effectively, may result in
disruptions or damage to the business of our customers, including security breaches or compliance failures. Additionally, any such issues, or the perception that they have
occurred, whether or not relating to any actual or perceived error or defect in our solutions, could hurt our reputation and competitive position and we may incur significant costs,
the attention of key personnel could be diverted, our customers may delay or withhold payment to us or elect not to renew, we could face a loss of sales, customers, and channel
partners, and other significant problems with our relationships with customers and channel partners may arise. We may also be subject to liability claims for damages related to
actual or perceived errors or defects in our solutions. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our solutions may
harm our business, competitive and financial position, and operating results.
Although we maintain insurance coverage that may be applicable to certain liabilities in connection with these matters, we cannot be certain that our insurance coverage will
be adequate for liabilities that actually are incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny
coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage or the occurrence of changes in our
insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business,
including our financial condition, operating results and reputation.
Our solutions could be used to collect and store personal information of our customers’ employees or customers, and therefore privacy and other data handling concerns
could result in additional cost and liability to us or inhibit sales of our solutions.
We collect the names and email addresses of our customers in connection with subscriptions to our solutions. Additionally, the data that our solutions collect to help secure
and protect the IT infrastructure of our customers may include additional personal or confidential information of our customers’ employees and their customers. Personal privacy
has become a significant issue in the United States and in many other countries where we offer our solutions. The regulatory framework for privacy issues worldwide is currently
evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting
laws and regulations regarding the collection, use, disclosure and retention of personal information. In the United States, these include, for example, rules and regulations
promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act, and state
breach notification laws. Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our
customers must comply.
These privacy, data protection and information security laws and regulations may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement
and sanctions. Additionally, new laws and regulations relating to privacy and data protection continue to be proposed and enacted. For example, the European Union has adopted
the GDPR. This regulation, which took effect in May of 2018, causes EU data protection requirements to be more stringent and provides for greater penalties. The GDPR may be
subject to new or changing interpretations by courts, and our interpretation of the law and efforts to comply with the rules and regulations of the law may be ruled invalid.
Noncompliance with the GDPR can trigger fines of up to €20 million or 4% of global annual revenues, whichever is higher. Similarly, California recently enacted the California
Consumer Privacy Act (“CCPA”), which, among other things, requires covered companies to provide new disclosures to California consumers and afford such consumers new
rights to opt-out of certain sales of personal information. The CCPA creates a private right of action for statutory damages for certain breaches of information. Aspects of the
CCPA and its interpretation remain unclear. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by voters in the November 3, 2020
election. The CPRA modifies the CCPA significantly, creating obligations relating to consumer data beginning on January 1, 2022, with implementing regulations expected on or
before July 1, 2022, and enforcement beginning July 1, 2023. Passage of the CPRA has resulted in further uncertainty and may require us to incur additional costs and expenses
in an effort to comply. In addition, other states have enacted or proposed legislation that regulates the collection, use, and sale of personal information, and such regimes might
not be compatible with the GDPR, the CCPA or the CPRA or may require us to undertake additional practices. Accordingly, we cannot yet predict the impact of the CCPA, CRPA
or other evolving privacy and data protection obligations on our business or operations, but it may require us to modify our data processing practices and policies and incur
substantial costs and expenses in an effort to comply.
The privacy, data protection, and information security laws and regulations we must comply with also are subject to change. For example, the United Kingdom enacted a
Data Protection Act in May 2018 that substantially implements the GDPR, but the United Kingdom's exit from the European Union, commonly referred to as “Brexit,” could lead
to further legislative and regulatory changes. It remains unclear how United Kingdom data protection laws or regulations will develop in the medium to longer term and how data
transfers to and from the United Kingdom will be regulated. Additionally, we have joined the EU-U.S. Privacy Shield Framework and a related program, the Swiss-U.S. Privacy
Shield Framework and make use of certain model clauses approved by the European Commission (the “SCCs”), with regard to certain transfers of personal data from the
European Economic Area (“EEA”) to the U.S. Both the EU-U.S. Privacy Shield Framework and SCCs have been subject to legal challenge, however, and on July 16, 2020, the
Court of Justice of the European Union (“CJEU”) issued a decision that invalidated the EU-U.S. Privacy Shield and imposed additional obligations on companies when relying
on the SCCs. This CJEU decision may result in European data protection regulators applying differing standards for, and requiring ad hoc verification of, transfers of personal
data from Europe to the U.S. We are analyzing the impacts of this decision, and we may find it necessary or appropriate to take different or additional steps with respect to
transfers of personal data, which may result in increased costs of compliance and limitations on our customers and us. We may be unsuccessful in maintaining legitimate means
for our transfer and receipt of personal data from the EEA or Switzerland. We may experience reluctance or refusal by current or prospective European customers to use our
products, and we and our customers may face a risk of enforcement actions by data protection authorities in the EEA relating to personal data transfers to us and by us from the
EEA. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business,
operating results and financial condition. Some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements,
which could increase the cost and complexity of delivering our services.
In addition to laws and regulations, privacy advocacy and industry groups or other private parties may propose new and different privacy standards that either legally or
contractually apply to us. Because the interpretation and application of privacy and data protection laws, regulations, standards and contractual obligations are uncertain, it is
possible that they may be interpreted and applied in a manner that is, or perceived to be, inconsistent with our data management practices or the features of our solutions. If so, in
addition to the possibility of regulatory investigations and enforcement actions, fines, lawsuits and other claims, other forms of injunctive or operations-limiting relief, and
damage to our reputations and loss of goodwill, we could be required to fundamentally change our business activities and practices or modify our solutions and may face
limitations in our ability to develop new solutions and features, any of which could have an adverse effect on our business. Any inability to adequately address privacy concerns,
even if unfounded, or any actual or perceived inability to comply with applicable privacy or data protection laws, regulations and privacy standards, could result in cost and
liability to us, damage our reputation, inhibit sales of subscriptions and harm our business.
Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and privacy standards that are applicable to the businesses of our customers
may limit the use and adoption of, and reduce the overall demand for, our solutions. Privacy concerns, whether valid or not valid, may inhibit market adoption of our solutions
particularly in certain industries and foreign countries.
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Our solutions contain third-party open source software components, and our failure to comply with the terms of the underlying open source software licenses could restrict
our ability to sell our solutions.
Our solutions contain software licensed to us by third-parties under so-called “open source” licenses, including the GNU General Public License, the GNU Lesser General
Public License, the BSD License, the Apache License and others. From time to time, there have been claims against companies that distribute or use open source software in their
products and services, asserting that such open source software infringes the claimants’ intellectual property rights. We could be subject to suits by parties claiming that what we
believe to be licensed open source software infringes their intellectual property rights. Use and distribution of open source software may entail greater risks than use of third-party
commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In
addition, certain open source licenses require that source code for software programs that are subject to the license be made available to the public and that any modifications or
derivative works to such open source software continue to be licensed under the same terms. If we combine our proprietary software with open source software in certain ways,
we could, in some circumstances, be required to release the source code of our proprietary software to the public. Disclosing the source code of our proprietary software could
make it easier for cyber attackers and other third parties to discover vulnerabilities in or to defeat the protections of our solutions, which could result in our solutions failing to
provide our customers with the security they expect from our services. This could harm our business and reputation. Disclosing our proprietary source code also could allow our
competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales for us. Any of these events could have a material
adverse effect on our business, operating results and financial condition.
Although we monitor our use of open source software in an effort both to comply with the terms of the applicable open source licenses and to avoid subjecting our solutions
to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way
that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions. In this event, we could be required to seek licenses from third parties to
continue offering our solutions, to make our proprietary code generally available in source code form, to re-engineer our solutions or to discontinue the sale of our solutions if re-
engineering could not be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition.
We use third-party software and data that may be difficult to replace or cause errors or failures of our solutions that could lead to lost customers or harm to our reputation
and our operating results.
We license third-party software as well as security and compliance data from various third parties to deliver our solutions. In the future, this software or data may not be
available to us on commercially reasonable terms, or at all. Any loss of the right to use any of this software or data could result in delays in the provisioning of our solutions until
equivalent technology or data is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. In addition, any errors or defects in
or failures of this third-party software or data could result in errors or defects in our solutions or cause our solutions to fail, which could harm our business and be costly to
correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our
customers or third-party providers that could harm our reputation and increase our operating costs.
We will need to maintain our relationships with third-party software and data providers, and to obtain software and data from such providers that do not contain any errors or
defects. Any failure to do so could adversely impact our ability to deliver effective solutions to our customers and could harm our operating results.
Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.
The success of our business depends in part on our ability to protect and enforce our trade secrets, trademarks, copyrights, patents and other intellectual property rights. We
attempt to protect our intellectual property under copyright, trade secret, patent and trademark laws, and through a combination of confidentiality procedures, contractual
provisions and other methods, all of which offer only limited protection.
We primarily rely on our unpatented proprietary technology and trade secrets. Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties
may attempt to misappropriate, reverse engineer or otherwise obtain and use them. The contractual provisions that we enter into with employees, consultants, partners, vendors
and customers may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event
of unauthorized use or disclosure of our proprietary technology or intellectual property rights. Moreover, policing unauthorized use of our technologies, solutions and intellectual
property is difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United
States and where mechanisms for enforcement of intellectual property rights may be weak. We may be unable to determine the extent of any unauthorized use or infringement of
our solutions, technologies or intellectual property rights.
The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a
reasonable cost or in a timely manner, if at all. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain
jurisdictions.
Furthermore, it is possible that our patent applications may not result in granted patents, that the scope of our issued patents will be limited or not provide the coverage
originally sought, that our issued patents will not provide us with any competitive advantages, or that our patents and other intellectual property rights may be challenged by
others or invalidated through administrative processes or litigation. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented
invention. As a result, we may not be able to obtain adequate patent protection or to enforce our issued patents effectively.
From time to time, legal action by us may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and
scope of the intellectual property rights of others or to defend against claims of infringement or invalidity. Such litigation could result in substantial costs and diversion of
resources and could negatively affect our business, operating results and financial condition. If we are unable to protect our intellectual property rights, we may find ourselves at a
competitive disadvantage to others who need not incur the additional expense, time and effort required to create the innovative solutions that have enabled us to be successful to
date.
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Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating
results.
Patent and other intellectual property disputes are common in our industry. Some companies, including some of our competitors, own large numbers of patents, copyrights
and trademarks, which they may use to assert claims against us. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual
property rights against us. They may also assert such claims against our customers or channel partners whom we typically indemnify against claims that our solutions infringe,
misappropriate or otherwise violate the intellectual property rights of third parties. As the numbers of products and competitors in our market increase and overlaps occur, claims
of infringement, misappropriation and other violations of intellectual property rights may increase. Any claim of infringement, misappropriation or other violation of intellectual
property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our
business.
The patent portfolios of our most significant competitors are larger than ours. This disparity may increase the risk that they may sue us for patent infringement and may limit
our ability to counterclaim for patent infringement or settle through patent cross-licenses. In addition, future assertions of patent rights by third parties, and any resulting
litigation, may involve patent holding companies or other adverse patent owners who have no relevant product revenues and against whom our own patents may therefore provide
little or no deterrence or protection. There can be no assurance that we will not be found to infringe or otherwise violate any third-party intellectual property rights or to have
done so in the past.
An adverse outcome of a dispute may require us to:
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•
•
•
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pay substantial damages, including treble damages, if we are found to have willfully infringed a third party’s patents or copyrights;
cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others;
expend additional development resources to attempt to redesign our solutions or otherwise develop non-infringing technology, which may not be successful;
enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights; and
indemnify our partners and other third parties.
In addition, royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and
other expenditures. Some licenses may also be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Any of the foregoing events
could seriously harm our business, financial condition and results of operations.
Governmental export or import controls could subject us to liability if we violate them or limit our ability to compete in foreign markets.
Our solutions are subject to U.S. export controls, specifically, the Export Administration Regulations and economic sanctions enforced by the Office of Foreign Assets
Control. We incorporate encryption technology into certain of our solutions. These encryption solutions and the underlying technology may be exported only with the required
export authorizations, including by license, a license exception or other appropriate government authorizations. U.S. export controls may require submission of an encryption
registration, product classification and/or annual or semi-annual reports. Governmental regulation of encryption technology and regulation of imports or exports of encryption
products, or our failure to obtain required import or export authorization for our solutions, when applicable, could harm our international sales and adversely affect our revenues.
Compliance with applicable regulatory requirements regarding the export of our solutions, including with respect to new releases of our solutions, may create delays in the
introduction of our solutions in international markets, prevent our customers with international operations from deploying our solutions throughout their globally-distributed
systems or, in some cases, prevent the export of our solutions to some countries altogether. In addition, various countries regulate the import of our appliance-based solutions and
have enacted laws that could limit our ability to distribute solutions or could limit our customers’ ability to implement our solutions in those countries. Any new export or import
restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons or technologies targeted by such regulations,
could result in decreased use of our solutions by existing customers with international operations, declining adoption of our solutions by new customers with international
operations and decreased revenues. If we fail to comply with export and import regulations, we may be fined or other penalties could be imposed, including denial of certain
export privileges.
If we are required to collect higher sales and use or other taxes on the solutions we sell, we may be subject to liability for past sales and our future sales may decrease.
Taxing jurisdictions, including state and local entities, have differing rules and regulations governing sales and use or other taxes, and these rules and regulations are subject
to varying interpretations that may change over time. In particular, the applicability of sales taxes to our subscription services in various jurisdictions is unclear. It is possible that
we could face sales tax audits and that our liability for these taxes could exceed our estimates as tax authorities could still assert that we are obligated to collect additional
amounts as taxes from our customers and remit those taxes to those authorities. We could also be subject to audits with respect to state and international jurisdictions for which
we may not accrued tax liabilities. A successful assertion that we should be collecting additional sales or other taxes on our services in jurisdictions where we have not
historically done so and do not accrue for sales taxes could result in substantial tax liabilities for past sales, discourage customers from purchasing our solutions or otherwise harm
our business and operating results.
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Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could adversely affect our operating results. We could
be subject to additional taxes.
We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of
expenses in differing jurisdictions. Our tax rate is affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible
expenses arising from the requirement to expense stock options, excess tax benefits from stock-based compensation, and the valuation of deferred tax assets and liabilities,
including our ability to utilize our federal and state net operating losses, which were $1.4 million and $0.1 million, respectively, as of December 31, 2020. Increases in our
effective tax rate could harm our operating results.
Additionally, significant judgment is required in evaluating our tax positions and our worldwide provision for taxes. During the ordinary course of business, there are many
activities and transactions for which the ultimate tax determination is uncertain. In addition, our tax obligations and effective tax rates could be adversely affected by changes in
the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, by recognizing tax losses or lower than
anticipated earnings in jurisdictions where we have lower statutory rates and higher than anticipated earnings in jurisdictions where we have higher statutory rates, by changes in
foreign currency exchange rates, or by changes in the valuation of our deferred tax assets and liabilities. We may be audited in various jurisdictions, and such jurisdictions may
assess additional taxes, sales taxes and value-added taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation
could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our operating results or cash flows in the period or
periods for which a determination is made.
Risks Related to Ownership of Our Common Stock
Market volatility may affect our stock price and the value of an investment in our common stock and could subject us to litigation.
The trading price of our common stock has been, and may continue to be, subject to significant fluctuations in response to a number of factors, most of which we cannot
predict or control, including:
•
•
•
•
•
•
•
•
•
•
•
announcements of new solutions, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
fluctuations in stock market prices and trading volumes of securities of similar companies;
general market conditions and overall fluctuations in U.S. equity markets;
variations in our operating results, or the operating results of our competitors;
changes in our financial guidance or securities analysts’ estimates of our financial performance;
changes in accounting principles;
sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;
additions or departures of any of our key personnel;
announcements related to litigation;
changing legal or regulatory developments in the United States and other countries; and
discussion of us or our stock price by the financial press and in online investor communities.
In addition, the stock market in general, and the stocks of technology companies such as ours in particular, have experienced substantial price and volume volatility that is
often seemingly unrelated to the operating performance of particular companies. These broad market fluctuations may cause the trading price of our common stock to decline. In
the past, securities class action litigation has often been brought against a company after a period of volatility in the trading price of its common stock. We may become involved
in this type of litigation in the future. Any securities litigation claims brought against us could result in substantial expenses and the diversion of our management’s attention from
our business.
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Our actual operating results may differ significantly from our guidance.
31
From time to time, we have released, and may continue to release, guidance in our quarterly earnings conference calls, quarterly earnings releases, or otherwise, regarding
our future performance that represents our management's estimates as of the date of release. This guidance, which includes forward-looking statements, has been and will be
based on projections prepared by our management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of
Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly,
no such person expresses any opinion or any other form of assurance with respect to the projections.
Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some
of which will change. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not
intended to imply that actual results could not fall outside of the suggested ranges. The principal reason that we release guidance is to provide a basis for our management to
discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such third parties.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will
vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results may vary
from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our
common stock.
Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section in this Annual
Report on Form 10-K could result in our actual operating results being different from our guidance, and the differences may be adverse and material.
Concentration of ownership among our existing executive officers, directors and holders of 10% or more of our outstanding common stock may prevent new investors from
influencing significant corporate decisions.
As of December 31, 2020, our executive officers, directors and holders of 10% or more of our outstanding common stock beneficially owned, in the aggregate,
approximately 27.7% of our outstanding common stock. As a result, such persons, acting together, have significant ability to control our management and affairs and substantially
all matters submitted to our stockholders for approval, including the election and removal of directors and approval of any significant transaction. This concentration of
ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders.
Future sales of shares by existing stockholders could cause our stock price to decline.
The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers,
employees and significant stockholders, a large number of shares of our common stock becoming available for sale, or the perception in the market that holders of a large number
of shares intend to sell their shares. As of December 31, 2020, we had approximately 39.1 million shares of our common stock outstanding.
In addition, as of December 31, 2020, there were approximately 1.0 million restricted stock units and options to purchase approximately 2.2 million shares of our common
stock outstanding. If such options are exercised and restricted stock units are released, these additional shares will become available for sale. As of December 31, 2020, we had an
aggregate of 6.6 million shares of our common stock reserved for future issuance under our 2012 Equity Incentive Plan, which can be freely sold in the public market upon
issuance. If a large number of these shares are sold in the public market, the sales could reduce the trading price of our common stock.
32
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We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance stockholder value, and any stock repurchases we make could
affect the price of our common stock.
In February 2018, we announced a $100.0 million stock repurchase program. On each of October 30, 2018, October 30, 2019, May 7, 2020 and February 10, 2021, we
announced that our board of directors had authorized an increase of $100.0 million to the share repurchase program, resulting in an aggregate authorization of
$500.0 million. Although our board of directors authorized this stock repurchase program, we are not obligated to repurchase any specific dollar amount or to acquire any specific
number of shares. The stock repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves. In addition, it may be suspended
or terminated at any time, which may result in a decrease in the price of our common stock. In the year ended December 31, 2020, we repurchased 352,000 shares of our common
stock for an aggregate purchase price of approximately $126.7 million.
We do not intend to pay dividends on our common stock and therefore any returns will be limited to the value of our stock.
We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the development, operation and
expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the value
of their stock.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and
may prevent attempts by our stockholders to replace or remove our current management.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may delay or prevent an acquisition of us or a change in our
management. These provisions include:
•
•
•
•
•
•
authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend
and other rights superior to our common stock, which would increase the number of outstanding shares and could thwart a takeover attempt;
a classified board of directors whose members can only be dismissed for cause;
the prohibition on actions by written consent of our stockholders;
the limitation on who may call a special meeting of stockholders;
the establishment of advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder
meetings; and
the requirement of at least two-thirds of the outstanding capital stock to amend any of the foregoing second through fifth provisions.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of
stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Although we believe these provisions collectively provide for an opportunity
to obtain greater value for stockholders by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer rejected by our board were
considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management
by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
33
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General Risk Factors
Disruptive technologies could gain wide adoption and supplant our cloud-based IT, security and compliance solutions, thereby weakening our sales and harming our results
of operations.
The introduction of products and services embodying new technologies could render our existing solutions obsolete or less attractive to customers. Our business could be
harmed if new IT, security and compliance technologies are widely adopted. We may not be able to successfully anticipate or adapt to changing technology or customer
requirements on a timely basis, or at all. If we fail to keep up with technological changes or to convince our customers and potential customers of the value of our solutions even
in light of new technologies, our business could be harmed and our revenues may decline.
We may not maintain profitability in the future.
We may not be able to sustain or increase our growth or maintain profitability in the future. We plan to continue to invest in our infrastructure, new solutions, research and
development and sales and marketing, and as a result, we cannot assure you that we will maintain profitability. We may incur losses in the future for a number of reasons,
including without limitation, the other risks and uncertainties described in this Annual Report on Form 10-K. Additionally, we may encounter unforeseen operating expenses,
difficulties, complications, delays and other unknown factors that may result in losses in future periods. If our revenue growth does not meet our expectations in future periods,
our financial performance may be harmed and we may not again achieve or maintain profitability in the future.
Forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our
business will grow at similar rates, or at all.
Growth forecasts relating to the expected growth in the market for IT, security and compliance and other markets are subject to significant uncertainty and are based on
assumptions and estimates which may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all.
Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, forecasts of
market growth should not be taken as indicative of our future growth.
Our financial results are based in part on our estimates or judgments relating to our critical accounting policies. These estimates or judgments may prove to be incorrect,
which could harm our operating results and result in a decline in our stock price.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances, as provided in the section titled “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the results
of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenues and expenses that are not readily apparent from other sources. Our
operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to
fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated
financial statements include those related to revenue recognition, accounting for income taxes, stock-based compensation, and fair value measurement.
Changes in financial accounting standards may cause adverse and unexpected revenue fluctuations and impact our reported results of operations.
We prepare our financial statements in accordance with U.S. GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and
create appropriate accounting principles. A change in these accounting standards or practices could harm our operating results and could have a significant effect on our reporting
of transactions and reported results and may even retroactively affect previously reported transactions. New accounting pronouncements and varying interpretations of accounting
pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may harm our operating results or require that we
make significant changes to our systems, processes and controls or the way we conduct our business.
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34
If we fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with
applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act, and the rules and regulations of the NASDAQ Stock Market. To continue to comply with the requirements of being a public company, we may need to
undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements in accordance with U.S. GAAP. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our
business. Any failure to maintain effective controls, or any difficulties encountered in their improvement, could harm our operating results or cause us to fail to meet our reporting
obligations. Any failure to maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations regarding the
effectiveness of our internal control over financial reporting that we are required to include in our periodic reports we file with the SEC under Section 404 of the Sarbanes-Oxley
Act. While we were able to assert in this Annual Report on Form 10-K that our internal control over financial reporting was effective as of December 31, 2020, we cannot predict
the outcome of our testing in future periods. If we are unable to assert in any future reporting period that our internal control over financial reporting is effective (or if our
independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls), investors may lose confidence in our operating results
and our stock price could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NASDAQ Stock Market.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our principal executive offices are located in Foster City, California, where we occupy a 76,922 square-foot facility under a lease expiring on April 30, 2028. We also have
281,787 square feet of office space in Pune, India under a non-cancellable lease expiring in February 2025. We have additional U.S. offices in Bellevue, Washington and Raleigh,
North Carolina and other offices in Courbevoie, France; Moscow, Russia; Munich, Germany; Frankfurt, Germany; Nuremberg, Germany; Milan, Italy; Almere, the Netherlands,
Dubai, United Arab Emirates; Reading, United Kingdom; and Tokyo, Japan. We believe our facilities are adequate for our current needs and for the foreseeable future.
We operate principal data centers at third-party facilities in Santa Clara, California; Las Vegas, Nevada; Ashburn, Virginia; Ontario, Canada; Geneva, Switzerland; Pune,
India; Dubai, United Arab Emirates; and Amsterdam, the Netherlands.
Item 3.
Legal Proceedings
From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. As of December 31, 2020,
there has not been at least a reasonable possibility that the Company has incurred a material loss from any ongoing legal proceedings, individually or taken together. However,
litigation is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company's control. Should any of these estimates and assumptions
change or prove to have been incorrect, the Company could incur significant charges related to legal matters which could have a material impact on its results of operations,
financial position and cash flows.
Item 4.
Mine Safety Disclosures
Not Applicable.
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35
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed and traded on the Nasdaq Global Select Market under the symbol “QLYS”.
Holders of Record
As of February 12, 2021, there were approximately 63 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other
institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund business development and growth, and do
not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to
applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business
conditions and other factors that our board of directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes information about our equity compensation plans as of December 31, 2020. All outstanding awards relate to our common stock.
Plan Category
Equity compensation plans approved by security holders(1)
Equity compensation plans not approved by security holders
(a) Number of Securities to
be Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(b) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(c) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a)
2,215,442 $
— $
59.07
—
6,628,383(2)
—
(1) Equity compensation plans approved by stockholders include our 2000 Equity Incentive Plan (2000 Plan), and our 2012 Equity Incentive Plan (2012 Plan). Prior to our initial
public offering, we issued securities under our 2000 Equity Incentive Plan. Following our initial public offering, we issued securities under our 2012 Plan.
(2) Represents shares reserved for issuance under our 2012 Plan, under which incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance units and performance shares are authorized for grant to eligible participants.
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Stock Price Performance Graph
36
The following graph shows a comparison from December 31, 2015 through December 31, 2020 of the cumulative total return for an investment of $100 (and the
reinvestment of dividends) in our common stock, the NASDAQ Global Select Market Composite Index and the NASDAQ Computer Index and the S&P 500 Index. Such returns
are based on historical results and are not intended to suggest future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN*
Among Qualys, Inc., NASDAQ-Global Select Market Composite Index, and NASDAQ Computer Index and S&P 500 Index
* $100 invested on 12/31/15 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Qualys, Inc.
NASDAQ Global Select Market
NASDAQ Computer
S&P 500
December 31,
2015
December 31,
2016
December 31,
2017
December 31,
2018
December 31,
2019
December 31,
2020
$
$
$
$
100.00
100.00
100.00
100.00
$
$
$
$
95.65
107.59
112.27
111.96
$
$
$
$
179.36
138.18
155.80
136.40
$
$
$
$
225.87 $
133.10 $
150.06 $
130.42 $
251.95 $
180.49 $
225.59 $
171.49 $
368.30
258.17
338.35
203.04
The information on the above Stock Price Performance Graph shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference
into any registration statement or other document filed by us with the SEC, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
37
On February 5, 2018, our board of directors authorized a $100.0 million two-year share repurchase program, which was announced on February 12, 2018. On each of
October 30, 2018, October 30, 2019, May 7, 2020 and February 10, 2021, we announced that our board of directors had authorized an increase of $100.0 million to the share
repurchase program, resulting in an aggregate authorization of $500.0 million. Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18
of the Exchange Act of 1934, including pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act, until February 14, 2022. All share
repurchases were made using cash resources.
A summary of our repurchases of common stock during the fourth quarter of 2020 is as follows:
Period
October 1, 2020 - October 31, 2020
November 1, 2020 - November 30, 2020
December 1, 2020 - December 31, 2020
Total
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan or
Program
Approximate Dollar
Value of Shares that
May Yet Be Purchased
under the Plan or
Program
121,000 $
110,000 $
121,000 $
352,000
98.18
91.86
106.27
121,000 $
110,000 $
121,000 $
352,000
124,770,122
114,663,821
101,802,968(1)
(1) Does not reflect the $100 million increase to our share repurchase program announced on February 10, 2021.
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Item 6.
Selected Consolidated Financial Data
38
The following selected consolidated financial data should be read in conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our consolidated financial statements, related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Our historical
results are not necessarily indicative of the results that may be expected in the future, and the results for the year ended December 31, 2020 are not necessarily indicative of
operating results to be expected for any other period.
2020
2019
As of December 31,
2018
(in thousands, except per share data)
2017
2016
Consolidated Statements of Operations Data:
Revenues
Income from operations
Net income
Net income per share
Basic
Diluted
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term marketable securities
Long-term marketable securities
Total assets
Deferred revenues, current
Deferred revenues, noncurrent
Total stockholders’ equity
$
$
$
$
$
$
$
$
$
$
$
362,963
96,654
91,572
$
$
$
2.34
2.24
$
$
321,607
72,253
69,336
$
$
$
1.77
1.68
$
$
278,889 $
50,361 $
57,304 $
1.47 $
1.37 $
230,828 $
37,243 $
40,440 $
1.08 $
1.01 $
197,925
30,107
19,224
0.55
0.50
2020
2019
As of December 31,
2018
(in thousands)
2017
2016
356,024
98,458
736,819
213,494
30,540
404,482
$
$
$
$
$
$
39
298,890
119,508
675,608
192,172
20,935
386,803
$
$
$
$
$
$
289,166 $
76,710 $
585,680 $
164,624 $
20,423 $
357,989 $
288,414 $
67,224 $
537,525 $
143,186 $
17,136 $
343,544 $
243,856
45,725
407,004
114,964
15,528
258,413
Table of Contents
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with the section titled "Selected Consolidated Financial Data" and our consolidated financial statements and the
related notes included elsewhere in this Annual Report on Form 10-K. You should carefully review and consider the information regarding our financial condition and results of
operations set forth under Part I-Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, filed with the SEC on February 21, 2020, for an understanding of our results of operations and liquidity discussions and analysis
comparing fiscal year 2019 to fiscal year 2018. In addition to historical information, this discussion contains forward-looking statements that involve risks and uncertainties that
could cause our actual results to differ materially from our expectations, as discussed in "Forward-Looking Statements" in Part I of this Annual Report on Form 10-K. Factors
that could cause such differences include, but are not limited to, those described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K.
Overview
We are a pioneer and leading provider of a cloud-based platform delivering IT, security and compliance solutions that enable organizations to identify security risks to their
information technology (IT) infrastructures, help protect their IT systems and applications from ever-evolving cyber-attacks and achieve compliance with internal policies and
external regulations. Our cloud solutions address the growing security and compliance complexities and risks that are amplified by the dissolving boundaries between internal and
external IT infrastructures and web environments, the rapid adoption of cloud computing, containers and serverless IT models, and the proliferation of geographically dispersed
IT assets. Our integrated suite of security and compliance solutions delivered on our Qualys Cloud Platform enables our customers to identify and manage their IT assets, collect
and analyze large amounts of IT security data, discover and prioritize vulnerabilities, recommend remediation actions and verify the implementation of such actions.
Organizations use our integrated suite of solutions delivered on our Qualys Cloud Platform to cost-effectively obtain a unified view of their IT asset inventory as well as security
and compliance posture across globally-distributed IT infrastructures as our solution offers a single platform for information technology, information security, application
security, endpoint, developer security and cloud teams.
We were founded and incorporated in December 1999 with a vision of transforming the way organizations secure and protect their IT infrastructure and applications and
initially launched our first cloud solution, Vulnerability Management (VM), in 2000. As VM gained acceptance, we introduced additional solutions to help customers manage
increasing IT, security and compliance requirements. Today, the suite of solutions that we offer on our cloud platform and refer to as the Qualys Cloud Apps helps our customers
protect a range of assets across on-premises, endpoints, cloud, containers, and mobile environments. These Cloud Apps address and include:
•
•
IT Security: Vulnerability Management (VM), Vulnerability Management, Detection and Response (VMDR), Threat Protection (TP), Continuous Monitoring
(CM), Patch Management (PM), Multi-Vector Endpoint Detection and Response (EDR), Indication of Compromise (IOC), Certificate Assessment (CRA);
Compliance: Policy Compliance (PC), Security Configuration Assessment (SCA), PCI Compliance (PCI), File Integrity Monitoring (FIM), Security Assessment
Questionnaire (SAQ), Out of-Band Configuration Assessment (OCA);
• Web Application Security: Web Application Scanning (WAS), Web Application Firewall (WAF);
•
•
Asset Management: Global IT Asset Inventory (AI), CMDB Sync (SYN), Certificate Inventory (CRI); and,
Cloud/Container Security: Cloud Inventory (CI), Cloud Security Assessment (CSA), Container Security (CS).
We provide our solutions through a software-as-a-service model, primarily with renewable annual subscriptions. These subscriptions require customers to pay a fee in order
to access each of our cloud solutions. We generally invoice our customers for the entire subscription amount at the start of the subscription term, and the invoiced amounts are
treated as deferred revenues and are recognized ratably over the term of each subscription. We continue to experience revenue growth from our existing customers as they renew
and purchase additional subscriptions.
We market and sell our solutions to enterprises, government entities and small and medium-sized businesses across a broad range of industries, including education,
financial services, government, healthcare, insurance, manufacturing, media, retail, technology and utilities. In 2020, 2019 and 2018, approximately 63%, 64% and 67%,
respectively, of our revenues were derived from customers in the United States based on our customers billing address. We sell our solutions to enterprises and government
entities primarily through our field sales force and to small and medium-sized businesses through our inside sales force. We generate a significant portion of sales through our
channel partners, including managed service providers, value-added resellers and consulting firms in the United States and internationally.
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Impacts of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. As a result of COVID-19, we have modified certain aspects of our
business, including restricting employee travel, requiring employees to work from home, and canceling certain events and meetings, among other modifications. We will continue
to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in
the best interests of our employees, customers, partners, suppliers and stockholders. COVID-19 has not had and is not expected to have a significant impact on our business in
2021. However, while we have not incurred significant disruptions from the COVID-19 outbreak, we are unable to accurately predict the full impact that COVID-19 will have
due to numerous uncertainties, including the duration of the outbreak, actions that may be taken by governmental authorities and the impact to the business of our customers and
partners. We will continue to evaluate the nature and extent of the impact to our business, financial position, results of operations and cash flows.
Key Components of Results of Operations
Revenues
We derive revenues from the sale of subscriptions to our security and compliance solutions, which are delivered on our cloud platform. Subscriptions to our solutions allow
customers to access our cloud-based security and compliance solutions through a unified, web-based interface. Customers generally enter into one-year renewable subscriptions.
The subscription fee entitles the customer to an unlimited number of scans for a specified number of devices or web applications and, if requested by a customer as part of their
subscription, a specified number of physical or virtual scanner appliances. Our physical and virtual scanner appliances are requested by certain customers as part of their
subscriptions in order to scan IT infrastructures within their firewalls and do not function without, and are not sold separately from, subscriptions for our solutions. In some
limited cases, we also provide certain computer equipment used to extend our Qualys Cloud Platform into our customers' private cloud environment. Customers are required to
return physical scanner appliances and computer equipment if they do not renew their subscriptions.
We typically invoice our customers for the entire subscription amount at the start of the subscription term. Invoiced amounts are reflected on our consolidated balance sheets
as accounts receivable or as cash when collected, and as deferred revenues until earned and recognized ratably over the subscription period. Accordingly, deferred revenues
represent the amount billed to customers that has not yet been earned or recognized as revenues, pursuant to subscriptions entered into in current and prior periods.
Cost of Revenues
Cost of revenues consists primarily of personnel expenses, comprised of salaries, benefits, amortization of capitalized internal-use software, performance-based
compensation and stock-based compensation, for employees who operate our data centers and provide support services to our customers. Other expenses include depreciation of
data center equipment and physical scanner appliances and computer hardware provided to certain customers as part of their subscriptions, expenses related to the use of third-
party data centers, amortization of software and license fees, amortization of intangibles related to acquisitions, maintenance support, fees paid to contractors who supplement or
support our operations center personnel and overhead allocations. We expect to continue to make capital investments to expand and support our data center operations, which will
increase the cost of revenues in absolute dollars.
Operating Expenses
Research and Development
Research and development expenses consist primarily of personnel expenses, comprised of salaries, benefits, performance-based compensation and stock-based
compensation, for our research and development teams. Other expenses include third-party contractor fees, software and license fees, amortization of intangibles related to
acquisitions and overhead allocations.
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Sales and Marketing
Sales and marketing expenses consist primarily of personnel expenses, comprised of salaries, benefits, sales commissions, performance-based compensation and stock-
based compensation for our worldwide sales and marketing teams. Other expenses include marketing and promotional events, lead-generation marketing programs, public
relations, travel, software licenses and overhead allocations. Sales commissions related to new business and upsells are capitalized as an asset. We amortize the capitalized
commission cost as a selling expense on a straight-line basis over a period of five years. We expense sales commissions related to contract renewals as incurred. Our new sales
personnel are typically not immediately productive, and the resulting increase in sales and marketing expenses we incur when we add new personnel may not result in increased
revenues if these new sales personnel fail to become productive. The timing of our hiring of sales personnel, or the participation in new marketing events or programs, and the
rate at which these generate incremental revenues, may affect our future operating results. We expect to continue to significantly invest in additional sales personnel worldwide
and also in more marketing programs to support new solutions on our platform, which will increase sales and marketing expenses in absolute dollars.
General and Administrative
General and administrative expenses consist primarily of personnel expenses, comprised of salaries, benefits, performance-based compensation and stock-based
compensation for our executive, finance and accounting, IT, legal and human resources teams, as well as professional services, fees, software licenses and overhead allocations.
We expect that general and administrative expenses will increase in absolute dollars, as we continue to add personnel and incur professional services to support our growth and
compliance with legal requirements.
Other Income (Expense), Net
Our other income (expense), net consists primarily of interest and investment income from our short-term and long-term marketable securities; foreign exchange gains and
losses, the majority of which result from fluctuations between the U.S. Dollar and the Euro, British Pound ("GBP") and Indian Rupee ("INR"); and gains and losses from disposal
of property and equipment.
Provision for Income Taxes
We are subject to federal, state and foreign income taxes for jurisdictions in which we operate, and we use estimates in determining our provision for these income taxes and
deferred tax assets. Earnings from our non-U.S. activities are subject to income taxes in the local countries at rates which were generally similar to the U.S. statutory tax rate.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the tax impact of timing differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the statutory rate change is enacted into law.
We assess the likelihood that deferred tax assets will be realized, and we recognize a valuation allowance if it is more likely than not that some portion of the deferred tax
assets will not be recognized. This assessment requires judgment as to the likelihood and amounts of future taxable income.
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Results of Operations
The following table sets forth selected consolidated statements of operations data for each of the periods presented as a percentage of revenues:
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Income from operations
Other income (expense), net
Income before income taxes
Provision for income taxes
Net income
Comparison of Years Ended December 31, 2020 and 2019
Revenues
Revenues
Year Ended December 31,
2019
2020
100%
22
78
20
19
12
51
27
1
28
3
25%
100%
22
78
21
22
13
56
22
3
25
3
22%
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
362,963
$
321,607 $
41,356
13%
Revenues increased $41.4 million in 2020 compared to 2019 due to an increase in the subscriptions from existing customers and new customer subscriptions entered into in
2020. Revenues from customers existing at or prior to December 31, 2019 grew by $31.0 million to $352.6 million during 2020. Subscriptions from new customers added in 2020
contributed $10.4 million to the increase in revenues. Revenues from customers in the United States increased by $23.9 million, or 12%, from $206.6 million in 2019 to $230.4
million in 2020 and revenues from customers in foreign countries increased by $17.5 million, or 15%, from $115.1 million in 2019 to $132.5 million in 2020. We expect revenue
growth from existing and new customers to continue. The growth in revenues reflects the continued demand for our solutions.
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Table of Contents
Cost of Revenues
Cost of revenues
Percentage of revenues
Gross profit percentage
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
79,226
$
22%
78%
69,517
$
22%
78%
9,709
14%
Cost of revenues increased $9.7 million in 2020 compared to 2019. The increase was primarily due to an increase in personnel costs of $3.5 million driven by the headcount
increase to support the growth of our business, an increase in licenses and software services of $1.9 million, an increase in data center costs of $1.8 million to meet growing
demand, an increase in equipment repairs and maintenance costs of $1.2 million and a $1.3 million increase in depreciation of property and plant and allocation of increased
leasing expenses to the cost of revenue related to our new office in India and data centers.
Research and Development Expenses
Research and development
Percentage of revenues
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
72,548
$
20%
68,239
$
21%
4,309
6%
Research and development expenses increased $4.3 million in 2020 compared to 2019, primarily due to an increase in personnel expense of $3.2 million driven by
additional employees hired to support the growth of our business, a $2.0 million increase in allocation of overhead costs to the research and development department mainly
caused by an increase in leasing expenses for our new office in India, an increase in depreciation and amortization expense of $0.8 million and an increase in licenses and
software services of $0.4 million. These increases were partially offset by a decrease in acquisition-related expense of $2.1 million.
Sales and Marketing Expenses
Sales and marketing
Percentage of revenues
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
67,965
$
19%
70,833
$
22%
(2,868)
(4)%
Sales and marketing expenses decreased $2.9 million in 2020 compared to 2019, primarily due to decreases in trade show related costs of $4.5 million, travel related
expenses of $3.0 million and other marketing related expenses of $0.8 million driven by the COVID-19 pandemic, partially offset by an increase in personnel costs of $4.7
million due to additional employees hired to support the growth of our business and a $0.7 million increase in commission expenses.
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General and Administrative Expenses
General and administrative
Percentage of revenues
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
46,570
$
13%
40,765
$
13%
5,805
14%
General and administrative expenses increased $5.8 million in 2020 compared to 2019, primarily due to an increase in legal fees of $3.4 million due to legal and compliance
matters and a $1.1 million increase in personnel costs due to additional employees hired to support the growth of our business and an increase in performance-based stock
compensation of $1.8 million as a result of the modification of certain awards in June 2020 and a higher forecasted performance level, partially offset by a decrease in office
supply expense of $0.5 million due to working from home during the COVID-19 pandemic.
Total Other Income (Expense), Net
Total other income (expense), net
Percentage of revenues
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
5,383
$
1%
7,730
$
2%
(2,347)
(30)%
Total other income (expense), net, decreased $2.3 million in 2020 compared to 2019, primarily due to a decrease in interest income driven by lower yield.
Provision for (benefit from) Income Taxes
Provision for income taxes
Percentage of revenues
Year Ended
December 31,
Change
2020
2019
$
%
(in thousands, except percentages)
$
10,465
$
3%
10,647
$
3%
(182)
(2)%
Our income tax expense decreased in 2020 compared to 2019 by $0.2 million primarily due to an increase in income tax benefit from excess stock-based compensation
deductions offset by the increase in income before income taxes.
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Key Non-GAAP Metric
In addition to measures of financial performance presented in our consolidated financial statements, we monitor the non-GAAP key metric set forth below to help us
evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies.
Adjusted EBITDA
Adjusted EBITDA
Year Ended December 31,
2020
2019
$
(in thousands)
169,534 $
138,346
We monitor Adjusted EBITDA, a non-GAAP financial measure, to analyze our financial results and believe that it is useful to investors, as a supplement to U.S. GAAP
measures, in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance. We believe that Adjusted EBITDA helps
illustrate underlying trends in our business that could otherwise be masked by the effect of the income or expenses that we exclude in Adjusted EBITDA. Furthermore, we use
this measure to establish budgets and operational goals for managing our business and evaluating our performance. We also believe that Adjusted EBITDA provides an additional
tool for investors to use in comparing our recurring core business operating results over multiple periods with other companies in our industry.
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We calculate Adjusted
EBITDA as net income before (1) other (income) expense, net, which includes interest income, interest expense and other income and expense, (2) provision for (benefit from)
income taxes, (3) depreciation of property and equipment, (4) amortization of intangible assets, (5) stock-based compensation and (6) non-recurring expenses that do not reflect
ongoing costs of operating the business.
Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation from or as a substitute for the measures presented in accordance with U.S.
GAAP. Some of these limitations are:
•
•
•
•
Adjusted EBITDA does not reflect certain cash and non-cash charges that are recurring;
Adjusted EBITDA does not reflect income tax payments that reduce cash available to us;
Adjusted EBITDA excludes depreciation of property and equipment and amortization of intangible assets, although these are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future; and
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces its usefulness as a comparative
measure.
Because of these limitations, Adjusted EBITDA should be considered alongside other financial performance measures, including revenues, net income, cash flows from
operating activities and our financial results presented in accordance with U.S. GAAP.
The following unaudited table presents the reconciliation of net income to Adjusted EBITDA for the years ended December 31, 2020 and 2019.
Net income
Depreciation and amortization of property and equipment
Amortization of intangible assets
$
Year Ended December 31,
2020
2019
(in thousands)
91,572
26,556
6,289
$
69,336
25,121
6,080
Provision for income taxes
Stock-based compensation
Other income (expense), net
Adjusted EBITDA
Percentage of revenues
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Liquidity and Capital Resources
10,465
40,035
(5,383)
$
47%
169,534
10,647
34,892
(7,730)
138,346
43%
$
46
At December 31, 2020, our principal source of liquidity was cash, cash equivalents and marketable securities of $454.5 million, including $30.7 million of cash held outside of
the United States. We do not anticipate that we will need funds generated from foreign operations to fund our domestic operations. However, if we repatriate these funds, we
could be subject to foreign withholding taxes.
We generated positive cash flows from operations during the years ended December 31, 2020 and 2019. We believe our existing cash, cash equivalents, marketable securities and
cash from operations will be sufficient to fund our operations for at least the next twel ve months. In 2021, we expect capital expenditures to be in a range of $30.0 million to
$35.0 million.
Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing, type and extent
of our spending on research and development efforts, international expansion and investment in data centers. We may also seek to invest in or acquire complementary businesses
or technologies. While the COVID-19 pandemic has not had a material adverse financial impact on our operations to date, the future impact of the pandemic cannot be predicted
with certainty and may increase our costs of capital and otherwise adversely affect our business, result of operations, financial condition and liquidity.
Cash Flows
The following summary of cash flows for the periods indicated has been derived from our consolidated financial statements included elsewhere in this report:
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash Flows from Operating Activities
Year Ended December 31,
2020
2019
(in thousands)
$
$
180,086 $
(80,932)
(112,581)
(13,427) $
160,607
(35,029)
(79,045)
46,533
In 2020, cash provided by operating activities of $180.1 million was primarily due to $91.6 million of net income, as adjusted for non-cash items including stock-based
compensation expense of $40.0 million, depreciation and amortization expense of $32.8 million, deferred income tax expense of $3.5 million, an increase in accrued liabilities of
$5.1 million due to higher compensation related accrual as well as timing of payments and an increase in deferred revenues of $30.9 million due to our continued growth in sales.
These increases were partially offset by a $22.6 million increase in accounts receivable due to higher billings.
In 2019, cash provided by operating activities of $160.6 million was primarily due to $69.3 million of net income, as adjusted by increases in non-cash items including
stock-based compensation expense of $34.9 million, depreciation and amortization expense of $31.2 million, an increase in deferred income taxes of $7.1 million; and an increase
in deferred revenues of $28.1 million due to our continued growth in sales. These increases were partially offset by $6.0 million of increased prepayments primarily for computer
hardware maintenance fees; a $2.5 million increase in accounts receivable due to higher billings; and a $1.1 million decrease in accounts payable mainly due to timing of
payments.
Cash Flows from Investing Activities
In 2020, cash used in investing activities of $80.9 million was primarily attributable to $49.8 million of cash used for purchases of marketable securities, net of sales and
maturities, and $29.6 million of cash used for capital expenditures mainly related to computer equipment to support our growth and development, net of proceeds received from
disposal of certain assets. Additionally, we paid $1.5 million in connection with our acquisition of the assets of Spell Security and payment of deferred consideration to Adya.
In 2019, cash used in investing activities of $35.0 million was primarily attributable to $27.6 million of cash used for capital expenditures, $4.1 million in aggregate
payments made in connection with our acquisitions of Adya and holdback payments for our acquisitions in the prior years, net purchases of investments of $2.8 million, and $0.6
million for our purchase of an investment in a privately-held company. The $27.6 million increase in capital expenditures included leasehold improvements for a new office in
India and computer hardware purchases to support our growth.
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Cash Flows from Financing Activities
47
In 2020, cash used in financing activities of $112.6 million was primarily attributable to $126.7 million of common stock repurchases and $20.2 million of payments related
to net share settlement of equity awards, offset by $34.5 million of proceeds from the exercise of stock options.
In 2019, cash used in financing activities of $79.0 million was primarily attributable to $86.4 million of common stock repurchases and $15.7 million of payments related to
net share settlement of equity awards, offset by $24.8 million of proceeds from the exercise of stock options.
Contractual Obligations
Our principal commitments consist of obligations under our outstanding leases for office space and third-party data centers. The following table summarizes our contractual
cash obligations at December 31, 2020 and the effect such obligations are expected to have on our liquidity and cash flows in future periods:
Contractual Obligations:
Total
Less Than 1
Year
Payment Due by Period
1-3 Years
3-5 Years
More than 5
Years
(in thousands)
Operating lease obligations
Purchase order obligations
Total
$
$
65,533
43,236
108,769
$
$
14,186
20,131
34,317
$
$
24,613 $
13,452
38,065 $
16,417 $
9,653
26,070 $
10,317
—
10,317
Operating lease obligations primarily represent our obligations to make payments under the lease agreements for our facilities and data centers. During the year ended
December 31, 2020, total payments for our operating lease obligations was $13.4 million.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities.
Recent Accounting Pronouncements
See Note 1 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form10-K for a discussion of recent accounting pronouncements.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions.
Our actual results may differ from these estimates under different assumptions or conditions.
We believe that of our significant accounting policies, which are described in the notes to our consolidated financial statements, the following accounting policies involve
the greatest degree of judgment and complexity and have the greatest potential impact on our consolidated financial statements. A critical accounting policy is one that is material
to the presentation of our consolidated financial statements and requires us to make difficult, subjective or complex judgments for uncertain matters that could have a material
effect on our financial condition and results of operations. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our
financial condition and results of operations. For further information on all of our significant accounting policies, see Note 1 - The Company and Summary of Significant
Accounting Policies in the accompanying notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual
Report on Form 10-K.
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Revenue Recognition
We derive revenues from subscriptions that require customers to pay a fee in order to access our cloud solutions. Contract period with customers generally ranges from less
than a year to five years. The subscription fee entitles the customer to an unlimited number of scans for a specified number of networked devices or web applications and, if
requested by a customer as part of their subscription, a specified number of physical or virtual scanner appliances. Our physical and virtual scanner appliances are requested by
certain customers as part of their subscriptions in order to scan IT infrastructures within their firewalls and do not function without, and are not sold separately from, subscriptions
for our solutions. In some limited cases, we also provide certain computer equipment used to extend our Qualys Cloud Platform into our customers’ private cloud environment.
Customers are required to return physical scanner appliances and computer equipment if they do not renew their subscriptions.
In accordance with ASC 606 Revenue from Contracts with Customers ("ASC 606"), revenue is recognized when control of the subscription service is transferred to our
customers in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Our subscription services are typically satisfied ratably over the
subscription term as our cloud-based offerings are delivered to customers electronically and over time. In addition, we recognize revenues for certain limited scan arrangements
on an as-used basis. We recognize revenue related to professional services based on time and materials or completion of milestones stated in the contracts. When physical
equipment are provided to the customers as part of the subscription service contract, we apply the practical expedient allowed under ASC 842 Leases to combine lease and
nonlease components as a combined component to be accounted for under ASC 606, as we determined that the software subscription is the predominant component of the
combined components. Therefore, we recognize revenue for the physical equipment ratably over the related subscription period.
Incremental direct costs of obtaining a contract, which consist of sales commissions primarily for new business and upsells, are deferred and amortized over the estimated
life of the customer relationship if renewals are expected and the renewal commission is not commensurate with the initial commission. We elected the practical expedient to
expense commissions on renewals where the specific anticipated contract term amortization period is one year or less. We amortize the capitalized commission cost as a selling
expense on a straight-line basis over a period of five years.
Income Taxes
We are subject to income taxes in the United States as well as other tax jurisdictions in which we conduct business. Earnings from our non-U.S. activities are subject to local
income tax and may also be subject to U.S. income tax.
Income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year, and for deferred tax assets and liabilities for the tax
consequences of events that have been recognized in an entity’s financial statements or tax returns. We must make significant assumptions, judgments and estimates to determine
our current provision for (benefit from) income taxes, our deferred tax assets and liabilities, and any valuation allowance to be recorded against our deferred tax assets. Our
judgments, assumptions and estimates relating to the current provision for (benefit from) income taxes include the geographic mix and amount of income (loss), our interpretation
of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Our judgments also include anticipating the tax
positions we will record in the financial statements before actually preparing and filing the tax returns. Our estimates and assumptions may differ from the actual results as
reflected in our income tax returns and we record the required adjustments when they are identified or resolved. Changes in our business, tax laws or our interpretation of tax
laws, and developments in current and future tax audits, could significantly impact the amounts provided for income taxes in our results of operations, financial position, or cash
flows.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to tax benefit carry-forwards and to differences between the financial
statement amounts of assets and liabilities and their respective tax basis. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is
more likely than not that some portion or all of the deferred tax assets will not be realized. To make this assessment, we take into account predictions of the amount and category
of taxable income from available positive and negative evidence about these possible sources of taxable income. The weight given to the potential effect of negative and positive
evidence is commensurate with the extent to which the strength of the evidence can be objectively verified.
Based on the analysis of positive and negative factors noted above, we believe it is more likely than not that our California deferred tax assets will not be realized because
the income attributed to California is not expected to be sufficient to recognize these deferred tax assets. Accordingly, we continue to record a valuation allowance as of
December 31, 2020 for our California deferred tax assets. If, in the future, we determine that these deferred tax assets are more likely than not to be realized, a release of all or
part, of the related valuation allowance could result in an income tax benefit in the period such determination is made. We do not have a valuation allowance against U.S. federal
and certain other state deferred tax assets.
We recognize an income tax expense or benefit with respect to uncertain tax positions in our financial statements that we judge is more likely than not to be sustained solely
on its technical merits in a tax audit, including resolution of any related appeals or litigation processes. To make this judgment, we must interpret complex and sometimes
ambiguous tax laws, regulations and administrative practices. If an income tax position meets the more likely than not recognition threshold, then we must measure the amount of
the tax benefit to be recognized by determining the largest amount of tax benefit that has a greater than a 50% likelihood of being realized upon effective settlement with a taxing
authority that has full knowledge of all of the relevant facts. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of
various possible settlement outcomes. To determine if a tax position is effectively settled after a tax examination has been completed, we must also estimate the likelihood that
another taxing authority could review the respective tax position. We must also determine when it is reasonably possible that the amount of unrecognized tax benefits will
significantly increase or decrease in the 12 months after each fiscal year-end. These judgments are difficult because a taxing authority may change its behavior as a result of our
disclosures in our financial statements. We must reevaluate our income tax positions on a quarterly basis to consider factors such as changes in facts or circumstances, changes in
tax laws, effectively settled issues under audit, the potential for interest and penalties, and new audit activity. Such a change in recognition or measurement would result in
recognition of a tax benefit or an additional charge to the tax provision.
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Stock-Based Compensation
We recognize the fair value of our employee stock options and restricted stock units over the requisite service period for those awards ultimately expected to vest. The fair
value of each option is estimated on date of grant using the Black-Scholes-Merton option pricing model and the fair value of each restricted stock unit is based on the fair value of
our stock on the date of grant. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. For
performance-based non-qualified stock options and restricted stock units, we recognize compensation costs when it is probable that the performance conditions will be met. We
assess these conditions on a quarterly basis.
Determining the appropriate fair value model and calculating the fair value of employee stock options requires the use of highly subjective assumptions, including the
expected life of the stock option and stock price volatility. The assumptions used in calculating the fair value of employee stock options represent management’s best estimates,
but the estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use different assumptions, our stock-based
compensation expense could be materially different in the future.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. For certain of our financial instruments, including cash and certain cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying
amounts approximate their fair value due to the relatively short maturity of these balances.
We measure and report certain cash equivalents, marketable securities and derivative foreign currency forward contracts at fair value in accordance with the provisions of
the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use
of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three
levels based on the reliability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2 - Valuations based on other than quoted prices in active markets for identical assets and liabilities, including quoted prices for identical assets or liabilities in less
active or inactive markets, quoted prices for similar assets or liabilities in active markets, or inputs other than quoted prices that are observable for substantially the full term of
the assets or liabilities.
Level 3 - Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in
pricing the asset or liability.
For further details, see Part II, Item 8 of this Annual Report on Form10-K Note 2, Fair Value of Financial Instruments.
Leases
We lease offices, our data center facilities and certain computer equipment under non-cancelable operating leases and finance leases. On January 1, 2019, we adopted ASC
842 Leases using the current period adjustment method with an effective date of January 1, 2019. For both operating and finance leases, we recognize a right-of-use asset, which
represents our right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make payments arising over the
lease term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments and lease
terms when appropriate. The present value of the lease payments is calculated using the incremental borrowing rate of the underlying leases determined at lease commencement.
As most of our leases do not provide a readily determinable implicit rate, we determine an incremental borrowing rate using a portfolio approach based on the rate of interest that
the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term as the leases.
Where we are the lessee, we elect to account for non-lease components associated with our leases (e.g., common area maintenance costs) and lease components separately
for substantially all of our asset classes, except for data centers, for which we elected to combine lease and non-lease components. For leases with a term of one year or less, we
have elected not to record the right-of-use asset or liability.
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Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
50
We have domestic and international operations and we are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate, foreign
exchange and inflation risks, as well as risks relating to changes in the general economic conditions in the countries where we conduct business. To reduce certain of these risks,
we monitor the financial condition of our large customers and limit credit exposure by collecting subscription fees in advance.
Foreign Currency Risk
Our results of operations and cash flows have been and will continue to be subject to fluctuations because of changes in foreign currency exchange rates, particularly
changes in exchange rates between the U.S. dollar and the Euro, GBP and INR, the currencies of countries where we currently have our most significant international operations.
Our expenses in international locations are generally denominated in the currencies of the countries in which our operations are located.
The cash flow effects of our derivative contracts for the year ended December 31, 2020 and 2019 were included within net cash provided by operating activities on our
consolidated statements of cash flows. At December 31, 2020, we had 39 open designated cash flow hedge forward contracts with notional amounts of €25.9 million, £8.7 million
and Rs. 1,933.5 million. During the fiscal year ended December 31, 2020, we recorded $2.0 million of unrealized foreign exchange losses (net of realized gains and losses and
tax) related to the designated cash flow hedge contracts in AOCI. At December 31, 2019, we had 26 open cash flow hedge contracts with notional amount of €24.2 million and
£9.7 million. We recorded $0.4 million of unrealized foreign exchange gains (net of realized gains and losses and tax) related to the designated cash flow hedge contracts in
AOCI.
For further details, see Part II, Item 8 of this Annual Report on Form10-K Note 2, Fair Value of Financial Instruments.
Interest Rate Sensitivity
We have $454.5 million in cash, cash equivalents and marketable securities at December 31, 2020. Cash and cash equivalents include cash held in banks, highly liquid
money market funds and commercial paper. Marketable securities consist of fixed-income U.S. and foreign government agency securities, corporate bonds, asset-backed
securities and commercial paper. We determine the appropriate balance sheet classification of our marketable securities at the time of purchase and reevaluate such designation at
each balance sheet date. We classify our marketable securities as either short-term or long-term based on each instrument's underlying contractual maturity date.
The primary objectives of our investment activities are the preservation of principal and support of our liquidity requirements. We do not invest for trading or speculative
purposes. Our marketable securities are subject to market risk due to changes in interest rates, which may affect the interest income we earn and the fair market value. We do not
believe that a 10% increase or decrease in interest rates would have a material impact on our operating results or cash flows.
Table of Contents
Item 8.
Financial Statements and Supplementary Data
51
Qualys, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders' Equity
Notes to Consolidated Financial Statements
Page
53
55
56
57
58
59
60
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Table of Contents
Board of Directors and Stockholders
Qualys, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Qualys, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020 and 2019,
the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in
conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over
financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 22, 2021 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated
to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Income taxes
As described further in Note 12 to the financial statements, the Company records income taxes using the asset and liability method, under which deferred tax assets and liabilities
are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to affect taxable income. We identified the tax effects of temporary and permanent differences related to stock-based compensation as a critical audit matter.
The principal considerations for our determination that the tax effects of temporary and permanent differences are a critical audit matter are that auditing the application of
executive compensation rules requires significant technical expertise, the Company is generating excess tax deductions as a result of stock-based compensation and the stock-
based compensation calculation is complex due to the required recordkeeping. Our audit procedures related to the tax effects of temporary and permanent differences related to
stock-based compensation included the following, among others.
Involved an employee compensation specialist to assess the application of executive compensation rules.
•
• Obtained management’s permanent and temporary provision calculation and tied out inputs to supporting equity documentation.
• Tested the completeness and accuracy of the calculation of permanent and temporary differences.
• Determined that the ending gross temporary difference agreed to the supporting equity documentation.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2005.
San Jose, California
February 22, 2021
Table of Contents
Board of Directors and Stockholders
Qualys, Inc.
53
Report of Independent Registered Public Accounting Firm
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Qualys, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on
criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013
Internal Control — Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of
the Company as of and for the year ended December 31, 2020, and our report dated February 22, 2021 expressed an unqualified opinion on those consolidated financial
statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ GRANT THORNTON LLP
San Jose, California
February 22, 2021
Table of Contents
54
Qualys, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents
Short-term marketable securities
Accounts receivable, net of allowance of $725 and $585 at December 31, 2020 and 2019, respectively
Prepaid expenses and other current assets
Total current assets
Long-term marketable securities
Property and equipment, net
Operating leases - right of use asset
Deferred tax assets, net
Intangible assets, net
Goodwill
Restricted cash
Other noncurrent assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Accrued liabilities
December 31,
2020
2019
74,132 $
281,892
100,179
19,142
475,345
98,458
64,850
44,838
15,811
12,006
7,447
1,200
16,864
736,819 $
87,559
211,331
78,034
18,692
395,616
119,508
60,579
40,551
18,830
16,795
7,447
1,200
15,082
675,608
731 $
29,833
848
22,784
$
$
$
Deferred revenues, current
Operating lease liabilities, current
Total current liabilities
Deferred revenues, noncurrent
Operating lease liabilities, noncurrent
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock: $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding at December 31, 2020 and
2019
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 39,252,665 and 39,146,272 shares issued and outstanding at
December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
213,494
11,672
255,730
30,540
45,700
367
332,337
192,172
7,663
223,467
20,935
44,015
388
288,805
—
—
39
401,359
(484)
3,568
404,482
736,819 $
39
362,408
1,162
23,194
386,803
675,608
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
55
Qualys, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Table of Contents
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Income from operations
Other income (expense), net:
Interest expense
Interest income
Other income (expense), net
Total other income (expense), net
Income before income taxes
Provision for (benefit from) income taxes
Net income
Net income per share:
Basic
Diluted
Basic
Diluted
Table of Contents
Weighted average shares used in computing net income per share:
$
$
$
$
2020
Year Ended December 31,
2019
2018
$
362,963
79,226
283,737
72,548
67,965
46,570
187,083
96,654
(9)
5,385
7
5,383
102,037
10,465
91,572
2.34
2.24
39,167
40,823
$
$
$
321,607 $
69,517
252,090
68,239
70,833
40,765
179,837
72,253
(106)
8,443
(607)
7,730
79,983
10,647
69,336 $
1.77 $
1.68 $
39,075
41,345
278,889
66,185
212,704
53,255
70,039
39,049
162,343
50,361
(172)
6,080
(801)
5,107
55,468
(1,836)
57,304
1.47
1.37
38,876
41,897
The accompanying notes are an integral part of these Consolidated Financial Statements.
56
Qualys, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income (loss):
Available-for-sale debt securities:
Change in net unrealized gain (loss), net of tax effect of ($128), ($243) and $0 in fiscal years 2020,
2019 and 2018, respectively
Reclassification adjustment for net (gain) loss realized and included in net income, net of tax effect of
$6, $0 and $0 in fiscal years 2020, 2019 and 2018
Total change in unrealized gain on marketable securities, net of tax
Cash flow hedges:
Change in net unrealized gain (loss), net of tax effect of $486, ($136) and $0 in fiscal years 2020, 2019
and 2018, respectively
Reclassification adjustment for net gain realized and included in net income, net of tax effect of $129,
$35 and $0 in fiscal years 2020, 2019 and 2018, respectively
Total change in unrealized gain (loss) on cash flow hedges, net of tax
Other comprehensive income (loss), net of tax
2020
Year Ended December 31,
2019
2018
$
91,572
$
69,336 $
57,304
421
(19)
402
(1,613)
(435)
(2,048)
(1,646)
1,367
—
1,367
515
(134)
381
1,748
(261)
289
28
(40)
—
(40)
(12)
Comprehensive income
$
89,926
$
71,084 $
57,292
The accompanying notes are an integral part of these Consolidated Financial Statements.
57
Table of Contents
Qualys, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
2020
Year Ended December 31,
2019
2018
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense
Bad debt expense
Loss on disposal of property and equipment
Stock-based compensation
Amortization of premiums and (accretion of discounts) on marketable securities
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable
Prepaid expenses and other assets
Accounts payable
Accrued liabilities
Deferred revenues
Other noncurrent liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of marketable securities
Sales and maturities of marketable securities
Purchases of property and equipment
Proceeds from disposal of property and equipment
Acquisition of businesses, net of cash acquired, and purchases of intangible assets
Purchase of privately-held investment
Net cash used in investing activities
Cash flows from financing activities:
Repurchase of common stock
Proceeds from exercise of stock options
Payments for taxes related to net share settlement of equity awards
Principal payments under finance lease obligations
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental disclosures of cash flow information
Cash paid for interest expense
Cash paid for income taxes, net of refunds
Non-cash investing and financing activities
Business acquisitions recorded in accrued liabilities and deferred tax liability
Purchases of property and equipment recorded in accounts payable and accrued liabilities
$
91,572
$
69,336 $
32,845
486
106
40,035
826
3,512
(22,631)
(2,329)
(389)
5,126
30,927
—
180,086
(391,693)
341,879
(30,037)
419
(1,500)
—
(80,932)
(126,729)
34,461
(20,199)
(114)
(112,581)
(13,427)
88,759
75,332
$
$
9
8,058
150
1,054
31,201
247
202
34,892
(1,597)
7,095
(2,456)
(6,012)
(1,076)
715
28,060
—
160,607
(331,131)
328,350
(27,573)
—
(4,050)
(625)
(35,029)
(86,424)
24,831
(15,743)
(1,709)
(79,045)
46,533
42,226
88,759 $
107 $
3,031
150
235
$
$
57,304
28,904
86
9
30,090
(1,136)
(2,521)
(11,467)
(4,970)
3,515
1,426
24,725
(501)
125,464
(339,862)
285,224
(22,775)
—
(13,633)
(2,500)
(93,546)
(85,040)
24,053
(14,879)
(1,617)
(77,483)
(45,565)
87,791
42,226
168
2,693
4,676
4,190
The accompanying notes are an integral part of these Consolidated Financial Statements.
58
Table of Contents
Qualys, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
Balances at December 31, 2017
Adjustment to opening retained earnings on adoption of ASC 606
Net income
Other comprehensive loss, net of tax
Issuance of common stock upon exercise of stock options
Repurchase of common stock
Issuance of common stock upon vesting of restricted stock units
Taxes related to net share settlement of equity awards
Stock-based compensation
Balances at December 31, 2018
Net income
Other comprehensive income, net of tax
Issuance of common stock upon exercise of stock options
Common Stock
Additional
Paid-In
Shares
38,598,117 $
—
—
—
1,183,235
(1,088,899)
525,375
(202,794)
—
39,015,034
—
—
901,290
Amount Capital
39 $
—
—
—
1
(1)
—
—
—
39
—
—
1
304,155 $
—
—
—
24,052
(13,064)
—
(14,879)
30,308
330,572
—
—
24,830
Accumulated
Other
Comprehensive
Income
(Loss)
Retained
Earnings
Total
Stockholders’
Equity
(574) $
—
—
(12)
—
—
—
—
—
(586)
—
1,748
—
39,924 $
2,711
57,304
—
—
(71,975)
—
—
—
27,964
69,336
—
—
343,544
2,711
57,304
(12)
24,053
(85,040)
—
(14,879)
30,308
357,989
69,336
1,748
24,831
Repurchase of common stock
Issuance of common stock upon vesting of restricted stock units
Taxes related to net share settlement of equity awards
Stock-based compensation
Balances at December 31, 2019
Net income
Other comprehensive loss, net of tax
Issuance of common stock upon exercise of stock options
Repurchase of common stock
Issuance of common stock upon vesting of restricted stock units
Taxes related to net share settlement of equity awards
Stock-based compensation
Balances at December 31, 2020
(1,026,455)
438,892
(182,489)
—
39,146,272
—
—
1,129,845
(1,292,750)
475,853
(206,555)
—
39,252,665 $
(1)
—
—
—
39
—
—
1
(1)
—
—
—
39 $
(12,317)
—
(15,743)
35,066
362,408
—
—
34,460
(15,530)
—
(20,199)
40,220
401,359 $
—
—
—
—
1,162
—
(1,646)
—
—
—
—
—
(484) $
(74,106)
—
—
—
23,194
91,572
—
—
(111,198)
—
—
—
3,568 $
(86,424)
—
(15,743)
35,066
386,803
91,572
(1,646)
34,461
(126,729)
—
(20,199)
40,220
404,482
The accompanying notes are an integral part of these Consolidated Financial Statements.
59
Table of Contents
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.
The Company and Summary of Significant Accounting Policies
Description of Business
Qualys, Inc. (the “Company”, "we", "us", "our") was incorporated in the state of Delaware on December 30, 1999. The Company is headquartered in Foster City, California
and has wholly-owned subsidiaries throughout the world. The Company is a pioneer and leading provider of cloud-based IT, security and compliance solutions that enable
organizations to identify security risks to their IT infrastructures, help protect their IT systems and applications from ever-evolving cyber-attacks and achieve compliance with
internal policies and external regulations. The Company’s cloud solutions address the growing security and compliance complexities and risks that are amplified by the dissolving
boundaries between internal and external IT infrastructures and web environments, the rapid adoption of cloud computing and the proliferation of geographically dispersed IT
assets. Organizations can use the Company’s integrated suite of solutions delivered on its Qualys Cloud Platform to cost-effectively obtain a unified view of their security and
compliance posture across globally-distributed IT infrastructures.
Basis of Presentation
The accompanying consolidated financial statements and footnotes have been prepared in accordance with U.S. GAAP as well as the instructions to Form 10-K and the
rules and regulations of the SEC. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, which include only normal recurring
adjustments, necessary for the fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been
eliminated upon consolidation.
Certain reclassifications have been made to the prior years' consolidated financial statements to conform to the current year presentation. The reclassifications did not have
material effects on the prior year’s consolidated financial statements.
Risks and Uncertainties
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. As a result of COVID-19, the Company has modified certain aspects of
its business, including restricting employee travel, requiring employees to work from home, and canceling certain events and meetings, among other modifications. The Company
will continue to actively monitor the situation and may take further actions that alter its business operations as may be required by federal, state or local authorities or that the
Company determines are in the best interests of its employees, customers, partners, suppliers and stockholders. COVID-19 has not had and is not expected to have a significant
impact on the Company's business in 2021. However, while the Company has not incurred significant disruptions from the COVID-19 outbreak, the Company is unable to
accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the duration of the outbreak, actions that may be taken by governmental
authorities and the impact to the business of its customers and partners. The Company will continue to evaluate the nature and extent of the impact to its business, financial
position, results of operations and cash flows.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the consolidated financial statements and the reported results of operations during
the reporting period. The Company’s management regularly assesses these estimates, which primarily affect revenue recognition, the valuation of accounts receivable, goodwill
and intangible assets, capitalization of internally developed software, stock-based compensation and the provision for income taxes. Actual results could differ from those
estimates and such differences may be material to the accompanying consolidated financial statements.
Concentration of Credit Risk
The Company invests its cash and cash equivalents with major financial institutions. Cash balances with any one institution at times may be in excess of federally insured
limits. Cash equivalents are invested in high-quality investment grade financial instruments and are diversified. The Company has not experienced any losses in such accounts
and believes it is not exposed to any significant credit risk.
Credit risk with respect to accounts receivable is dispersed due to the large number of customers. Collateral is not required for accounts receivable. As of December 31,
2020 and 2019, no customer or channel partner accounted for more than 10% of the Company's revenues and accounts receivable balance.
Cash, Cash Equivalents, Restricted cash and Short-Term and Long-Term Marketable Securities
Cash and cash equivalents include cash held in banks, highly liquid money market funds and commercial paper, all with original maturities of three months or less when
acquired. The Company’s short-term and long-term marketable securities consist of fixed-income U.S. and foreign government agency securities, corporate bonds, asset-backed
securities and commercial paper. Management determines the appropriate classification of the Company's investments at the time of purchase and reevaluates such designation at
each balance sheet date. The Company classifies its marketable securities as either short-term or long-term based on each instrument's underlying remaining contractual maturity
date.
As of both December 31, 2020 and 2019, the Company has a restricted cash balance of $1.2 million in the form of a letter of credit issued to the landlord of the Company's
California headquarter office lease as security deposit.
Cash equivalents are stated at cost, which approximates fair market value. Short-term and long-term marketable securities are classified as available-for-sale debt
securities (AFS debt securities) and are carried at fair value. Unrealized gains and losses in fair value of the AFS debt securities are reported in other comprehensive income
(loss). When the AFS debt securities are sold, cost is based on the specific identification method, and the realized gains and losses are included in other income (expense), net in
the consolidated statements of operations. AFS debt securities are reviewed quarterly for impairment. An investment is considered impaired when its fair value is below its
amortized cost. Declines in fair value from amortized cost for AFS debt securities that the company intends to sell or will more likely than not be required to sell before the
expected recovery of the amortized cost basis are charged to other income (expense), net in the period in which the loss occurs. Otherwise, the credit loss component of the
impairment is recorded as allowance for credit losses with an offsetting entry charged to other income (expense), net, while the remaining loss is recognized in other
comprehensive income (loss).
60
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Accounts Receivable
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is determined on a collective basis where similar risk
characteristics exist and on an individual basis when we identify significant customers or invoices with collectability issues. The estimate for credit losses considers historical
write-offs by aging category, that are adjusted for current conditions and reasonable and supportable forecasts of future losses. Any change in the assumptions used in analyzing
credit losses may result in additional allowances being recognized in the period in which the change occurs. When the Company ultimately concludes that a receivable is
uncollectible, the balance is written off against the allowance for credit losses. Payments subsequently received on such receivables are recognized in the period received. The
allowance for credit losses recognized and write-offs charged against the allowance were not significant for the years ended December 31, 2020 and 2019.
Non-marketable securities
During the fiscal year ended December 31, 2018, the Company invested $2.5 million in preferred stock of a privately-held company. The fair value of the investment is not
readily available, and there are no quoted market prices for the investment. The Company elected the measurement alternative to account for the investment at cost less
impairment and will measure the investment at fair value when the Company identifies observable price changes. The investment is assessed for impairment annually or
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment has been incurred related to the investment. The
investment is included in other noncurrent assets on the consolidated balance sheets. The Company has not received any dividends from the investment.
Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful
lives of the assets, which range from three to five years. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or
the remaining lease term.
The Company purchases physical scanner appliances and other computer equipment that are provided to customers on a subscription basis. This equipment is recorded
within property and equipment and the depreciation is recorded in cost of revenues over an estimated useful life of three years.
Upon retirement or disposal, the cost of assets and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the
consolidated statements of operations. Repairs and maintenance that do not extend the life of an asset are expensed as incurred and major improvements are capitalized as
property and equipment.
Leases
The Company leases certain offices, computer equipment and its data center facilities under finance leases and non-cancelable operating leases. On January 1, 2019, the
Company adopted ASC 842 Leases using the current period adjustment method with an effective date of January 1, 2019. For both operating and finance leases, we recognize a
right-of-use asset, which represents our right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make
payments arising over the lease term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of
lease payments and lease terms when appropriate. The present value of the lease payments is calculated using the incremental borrowing rate of the underlying leases determined
at lease commencement. As most of our leases do not provide a readily determinable implicit rate, the Company determines an incremental borrowing rate using a portfolio
approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term as the
leases.
Where the Company is the lessee, the Company elects to account for non-lease components associated with its leases (e.g., common area maintenance costs) and lease
components separately for substantially all of its asset classes, except for data centers, for which the Company elected to combine lease and non-lease components. For leases
with a term of one year or less, the Company has elected not to record the right-of-use asset or liability.
In arrangements where the Company is the lessor, the Company elected to apply the practical expedient to account for lease components (e.g., customer premise equipment)
and non-lease components (e.g., service revenue) as combined components as revenue under ASC 606 as service revenues are the predominant components in the arrangements.
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets, which consist of property and equipment, and intangible assets subject to amortization, for indicators of possible impairment
when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the
estimates of future undiscounted cash flows expected to be generated by such assets. Should an impairment exist, the impairment loss would be measured based on the excess
carrying value of the asset over the asset’s estimated fair value. In each of 2020, 2019 and 2018, the Company had no impairment of long-lived assets.
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Goodwill and Intangible Assets
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is not
subject to amortization. Goodwill and other intangible assets with indefinite lives are not amortized, but tested for impairment at least annually or more frequently if certain
circumstances indicate a possible impairment may exist. These tests are performed at the reporting unit level. The Company’s operations are organized as one reporting unit.
In testing for a potential impairment of goodwill, the Company first performs a qualitative assessment of its reporting unit to determine if it is more likely than not (a more
than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount. If the fair value is not considered to be less than the carrying amount, no further
evaluation is necessary. The Company performed the annual assessment on December 1, 2020 and 2019 and concluded there was no potential impairment of goodwill.
In testing for a potential impairment of intangible assets with indefinite lives that are not subject to amortization, the Company first performs a qualitative assessment to
determine if it is more likely than not (a more than 50% likelihood) that the fair value of the indefinite-lived intangible assets is less than the carrying amount. If the fair value is
not considered to be less than the carrying amount, no further evaluation is necessary. The Company performs the annual qualitative assessment in the fourth quarter each fiscal
year. There were no such impairment losses during 2020, 2019 and 2018.
If the qualitative assessment indicates there is more than a 50% likelihood that the fair value is less than the carrying amount of the reporting unit or the intangible asset, the
Company would perform a quantitative test. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. For indefinite-lived
intangible assets, the Company would perform the quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value.
Internally Developed Software
Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life, which is three years. Capitalized costs include salaries,
benefits and stock-based compensation charges for employees that are directly involved in developing its cloud security platform during the post planning and implementation
phases. Capitalized costs related to internally developed software under development are treated as construction in progress until the program, feature or functionality is ready for
its intended use, at which time amortization commences. These capitalized costs are included in other noncurrent assets on the consolidated balance sheets. For the fiscal years
2020, 2019 and 2018, the Company capitalized $1.0 million, $1.0 million and $1.3 million of costs related to internally developed software (of which $0.2 million, $0.2 million
and $0.2 million, respectively, were stock-based compensation), respectively. As of December 31, 2020 and 2019, unamortized internally developed software costs totaled
$2.6 million and $2.0 million, respectively. Amortization of internally developed software is recorded in cost of revenues. Costs associated with minor enhancements and
maintenance are expensed as incurred. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in
circumstances occur that could impact the recoverability of these assets.
Business Combinations
The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill
the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over
the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets
acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement.
As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities
assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed,
whichever comes first, any subsequent adjustments are recorded to its consolidated statements of operations.
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Derivative Financial Instruments
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Derivative financial instruments are utilized by the Company to reduce foreign currency exchange risks. The Company uses foreign currency forward contracts, with
maturities of 13 months or less, to mitigate the impact of foreign currency fluctuations of certain non-U.S. dollar denominated net asset positions, to date primarily cash, accounts
receivable and operating lease liabilities, as well as to manage foreign currency fluctuation risk related to forecasted transactions. Open contracts are recorded within prepaid
expenses and other current assets, other noncurrent assets, accrued liabilities or other noncurrent liabilities in the consolidated balance sheets. Gains and losses resulting from
currency exchange rate movements on non-designated forward contracts are recognized in other income (expense), net. Any gains or losses from derivatives designated as cash
flow hedges are first recorded within accumulated other comprehensive income ("AOCI") and then reclassified into revenue or operating expenses when the hedged item impacts
the consolidated statements of operations. Cash flows related to these forward contracts are classified in our consolidated statements of cash flows in the same manner as the
underlying hedged transaction within cash flows from operating activities.
Stock-Based Compensation
The Company recognizes the fair value of its employee stock options and restricted stock units (RSU) on a straight-line basis over the requisite service periods for those
awards ultimately expected to vest. The fair value of each option is estimated on the date of grant using the Black-Scholes-Merton option pricing model and the fair value of each
RSU is based on the price of the Company's stock on the date of grant. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs
materially from original estimates.
For performance-based non-qualified stock options (PSO) and performance-based restricted stock units (PSU), we recognize compensation costs over the requisite service
period when it is probable that the performance conditions will be met. We assess these conditions on a quarterly basis.
Revenue Recognition
The Company derives revenues from subscriptions that require customers to pay a fee in order to access the Company’s cloud solutions. Contract period with customers
generally ranges from less than a year to five years. The subscription fee entitles the customer to an unlimited number of scans for a specified number of networked devices or
web applications and, if requested by a customer as part of their subscription, a specified number of physical or virtual scanner appliances. The Company’s physical and virtual
scanner appliances are requested by certain customers as part of their subscriptions in order to scan IT infrastructures within their firewalls and do not function without, and are
not sold separately from, subscriptions for the Company’s solutions. In some limited cases, the Company also provides certain computer equipment used to extend its Qualys
Cloud Platform into its customers’ private cloud environment. Customers are required to return physical scanner appliances and computer equipment if they do not renew their
subscriptions.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company determines revenue recognition through the following steps:
•
•
•
•
•
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, the Company satisfies a performance obligation.
At the inception of a customer contract, the Company makes an assessment as to that customer's ability to pay for the services provided. The Company assesses
collectability based on a number of factors, including credit worthiness of the customer along with past transaction history. In addition, the Company performs periodic
evaluations of its customers’ financial condition.
The vast majority of the Company’s revenue contracts are subscription based and contain a single performance obligation. In the rare case that multiple performance
obligations exist, the Company determines the standalone selling prices ("SSP") of each performance obligation at contract inception, using information that may include market
conditions and other observable inputs. As the Company, in general, does not offer rights of return, performance bonuses, customer loyalty programs, payments via non-cash
methods, refunds, volume rebates, incentive payments, penalties, price concessions or payments or discounts contingent on future events, the contract prices are generally
composed of fixed amount consideration for a specific period of time and typically do not include variable consideration. The subscription contracts typically do not confer to the
customers any future rights that would constitute material rights under ASC 606.
Revenue is recognized when control of the subscription service is transferred to its customers in an amount that reflects the consideration the Company expects to be
entitled to in exchange for those services. The Company's subscription services are typically satisfied ratably over the subscription term as its cloud-based offerings are delivered
to customers electronically and over time. In addition, the Company recognizes revenues for certain limited scan arrangements on an as-used basis. The Company recognizes
revenue related to professional services based on time and materials or completion of milestones stated in the contracts. When physical equipment are provided to the customers
as part of the subscription service contract, the Company applies the practical expedient allowed under ASC 842 Leases to combine lease and nonlease components as a
combined component to be accounted for under ASC 606, as the Company determined that the software subscription is the predominant component of the combined
components. Therefore, the Company recognizes revenue for the physical equipment ratably over the related subscription period.
Deferred revenues consist of customer contracts billed or cash received that will be recognized in the future under subscriptions existing at the balance sheet date. The
current portion of deferred revenues represents amounts that are expected to be recognized within one year of the balance sheet date.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Costs of shipping and handling charges incurred by the Company associated with physical scanner appliances and other computer equipment are included in cost of
revenues. Sales taxes and other taxes collected from customers to be remitted to government authorities are excluded from revenues.
Incremental direct costs of obtaining a contract, which consist of sales commissions primarily for new business and upsells, are deferred and amortized over the estimated
life of the customer relationship if renewals are expected and the renewal commission is not commensurate with the initial commission. The Company elected the practical
expedient to expense commissions on renewals where the specific anticipated contract term amortization period is one year or less. The Company amortizes the capitalized
commission cost as a selling expense on a straight-line basis over a period of five years. The Company classifies deferred commissions as current or noncurrent based on the
timing of when it expects to recognize the expense. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other current assets and
other noncurrent assets, respectively, in its consolidated balance sheets.
Advertising Expenses
Advertising costs are expensed as incurred and include costs of advertising and promotional materials. The Company incurred advertising costs of $207 thousand, $74
thousand and $87 thousand for 2020, 2019 and 2018, respectively.
Income Taxes
The Company provides for the effect of income taxes in its consolidated financial statements using the asset and liability method which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, net operating loss carryovers, and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the period that includes the enactment date.
Income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year and for deferred tax assets and liabilities for the tax
consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company must make significant assumptions, judgments and estimates to
determine its current provision for (benefit from) income taxes, its deferred tax assets and liabilities, and any valuation allowance to be recorded against its deferred tax assets.
The Company's judgments, assumptions and estimates relating to the current provision for (benefit from) income taxes include the geographic mix and amount of income (loss),
its interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. The Company's judgments also
include anticipating the tax positions the Company will record in the consolidated financial statements before actually preparing and filing the tax returns. The Company's
estimates and assumptions may differ from the actual results as reflected on its income tax returns and will record the required adjustments when they are identified or resolved.
Changes in the Company's business, tax laws or its interpretation of tax laws, and developments in current and future tax audits, could significantly impact the amounts provided
for income taxes in the Company's results of operations, financial position, or cash flows.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to tax benefit carry-forwards and to differences between the financial
statement amounts of assets and liabilities and their respective tax basis. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation
allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. To make this assessment, the Company takes into account predictions
of the amount and category of taxable income from various sources and all available positive and negative evidence about these possible sources of taxable income. The weight
given to the potential effect of negative and positive evidence is commensurate with the extent to which the strength of the evidence can be objectively verified.
The Company applies a two-step approach to determining the financial statement recognition and measurement of uncertain tax positions. The Company only recognizes an
income tax expense or benefit with respect to uncertain tax positions in its financial statements that the Company judges is more likely than not to be sustained solely on its
technical merits in a tax audit, including resolution of any related appeals or litigation processes. To make this judgment, the Company must interpret complex and sometimes
ambiguous tax laws, regulations and administrative practices. If an income tax position meets the more likely than not recognition threshold, then the Company must measure the
amount of the tax benefit to be recognized by determining the largest amount of tax benefit that has a greater than a 50% likelihood of being realized upon effective settlement
with a taxing authority that has full knowledge of all of the relevant facts. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to
determine the probability of various possible settlement outcomes. To determine if a tax position is effectively settled after a tax examination has been completed, the Company
must also estimate the likelihood that another taxing authority could review the respective tax position. The Company must also determine when it is reasonably possible that the
amount of unrecognized tax benefits will significantly increase or decrease in the 12 months after each fiscal year-end. These judgments are difficult because a taxing authority
may change its behavior as a result of the Company's disclosures in its financial statements. The Company must reevaluate its income tax positions on a quarterly basis to
consider factors such as changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or
measurement would result in recognition of a tax benefit or an additional charge to the tax provision. The Company's policy is to recognize interest and penalties related to
unrecognized tax benefits as a component of the provision for income taxes.
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Comprehensive Income (Loss)
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other comprehensive income (loss) consists of unrealized gains (losses) on marketable securities, net of tax, and derivative financial instruments designated as cash flow
hedges which are not included in the Company’s net income. Total comprehensive income includes net income and other comprehensive income (loss) and is included in the
consolidated statements of comprehensive income.
Foreign Currency Transactions
The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the U.S. dollar as their
respective functional currency. Monetary assets and liabilities denominated in foreign currencies have been re-measured into U.S. dollars using the exchange rates in effect at the
balance sheet date, and income and expenses are re-measured at average exchange rates during the period. Foreign currency re-measurement gains and losses and foreign
currency transaction gains and losses are recognized in other income (expense), net. The Company recorded total foreign currency transaction gain of $0.3 million and losses of
$0.4 million and $0.6 million during 2020, 2019 and 2018, respectively.
Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. All participating
securities are excluded from basic weighted average common shares outstanding. Diluted net income per share is computed by dividing net income by the weighted-average
number of shares of common stock outstanding during the period, adjusted for the effects of potentially dilutive common shares, which are comprised of outstanding stock
options and RSUs. The dilutive potential common shares are computed using the treasury stock method or the as-if converted method, as applicable. The outstanding stock
options and RSUs which would be anti-dilutive are excluded from the computation of diluted net income per common share.
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, Intangibles - Goodwill and Other - Internal-
Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns the
requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs related
to internal-use software. It also requires the Company to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the
hosting arrangement. The Company adopted this ASU prospectively to applicable implementation costs incurred since January 1, 2020. The adoption did not have a material
impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) as modified by subsequently issued ASU No. 2018-19, 2019-04, 2019-
05 and 2019-11, which introduces a new accounting model, Current Expected Credit Losses ("CECL"). CECL requires earlier recognition of credit losses, while also providing
additional transparency about credit risk. CECL utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is
originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company adopted this ASU on January 1,
2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the
date of adoption with prior periods not restated. The adoption did not have a material impact on the Company's consolidated financial statements.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes,
eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12
is effective for the Company for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while
certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this ASU is not expected to have a material impact on the Company's
consolidated financial statements.
NOTE 2.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. For certain of the Company’s financial instruments, including certain cash equivalents, accounts receivable, accounts payable and accrued liabilities, the
carrying amounts approximate their fair values due to the relatively short maturity of these balances.
The Company measures and reports certain cash equivalents, marketable securities, derivative foreign currency forward contracts at fair value in accordance with the
provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is
broken down into three levels based on the reliability of inputs as follows:
Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2-Valuations based on other than quoted prices in active markets for identical assets and liabilities, including quoted prices for identical assets or liabilities in less
active or inactive markets, quoted prices for similar assets or liabilities in active markets, or inputs other than quoted prices that are observable for substantially the full term of
the assets or liabilities.
Level 3-Valuations based on inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in
pricing the asset or liability.
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Table of Contents
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company's financial instruments consist of assets and liabilities measured using Level 1 and 2 inputs. Level 1 assets include a highly liquid money market fund, which
is valued using unadjusted quoted prices that are available in an active market for an identical asset. Level 2 assets include fixed-income U.S. and foreign government agency
securities, commercial paper, corporate bonds, asset-backed securities and derivative financial instruments consisting of foreign currency forward contracts. The securities, bonds
and commercial paper are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive market, quoted prices
of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets. The
foreign currency forward contracts are valued using observable inputs, such as quotations on forward foreign exchange points and foreign interest rates.
The Company's cash and cash equivalents, short-term marketable securities, and long-term marketable securities consist of the following:
Cash and cash equivalents:
Cash
Money market funds
Commercial paper
Total
Short-term marketable securities:
Commercial paper
Corporate bonds
Asset-backed securities
U.S. government agencies
Total
Long-term marketable securities:
Asset-backed securities
U.S. government agencies
Foreign government agencies
Corporate bonds
Total
Total
December 31, 2020
Unrealized
Gains
Unrealized
Losses
(in thousands)
Fair Value
$
—
—
—
—
—
170
18
369
557
160
17
31
839
1,047
1,604
$
— $
—
—
—
—
—
—
(11)
(11)
(3)
—
—
—
(3)
(14) $
33,105
38,028
2,999
74,132
6,147
24,538
6,281
244,926
281,892
38,613
6,901
1,037
51,907
98,458
454,482
Amortized Cost
$
$
33,105
38,028
2,999
74,132
6,147
24,368
6,263
244,568
281,346
38,456
6,884
1,006
51,068
97,414
452,892
$
$
68
Table of Contents
Cash and cash equivalents:
Cash
Money market funds
Commercial paper
Total
Short-term marketable securities:
Commercial paper
Corporate bonds
Asset-backed securities
U.S. government agencies
Total
Long-term marketable securities:
Asset-backed securities
U.S. government agencies
Corporate bonds
Total
Total
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amortized Cost
December 31, 2019
Unrealized
Gains
Unrealized
Losses
(in thousands)
Fair Value
$
$
$
84,102
58
3,399
87,559
2,239
33,048
2,438
173,364
211,089
40,001
46,447
32,236
118,684
417,332
$
$
—
—
—
—
—
51
11
184
246
193
370
262
825
1,071
$
— $
—
—
—
—
(1)
—
(3)
(4)
(1)
—
—
(1)
(5) $
84,102
58
3,399
87,559
2,239
33,098
2,449
173,545
211,331
40,193
46,817
32,498
119,508
418,398
As of December 31, 2020 and 2019, there were no marketable securities that had been in a continuous unrealized loss position for 12 months or longer. The Company had
the ability and intent to hold all marketable securities that were in an unrealized loss position until recovery of the amortized cost basis. The Company considered the extent to
which fair value was less than amortized cost basis and conditions related to security’s industry and geography and changes to the ratings, if any, and concluded the decline in fair
value compared to carrying value was not related to credit loss.
The following table sets forth by level within the fair value hierarchy the fair value of the Company's cash equivalents and marketable securities measured on a recurring
basis:
Money market funds
Commercial paper
U.S. government agencies
Foreign government agencies
Corporate bonds
Asset-backed securities
Total
Money market funds
Commercial paper
U.S. government agencies
Corporate bonds
Asset-backed securities
Total
Level 1
December 31, 2020
Level 2
(in thousands)
Fair Value
38,028
—
—
—
—
—
38,028
$
$
— $
9,146
251,827
1,037
76,445
44,894
383,349 $
38,028
9,146
251,827
1,037
76,445
44,894
421,377
Level 1
December 31, 2019
Level 2
(in thousands)
Fair Value
58
—
—
—
—
58
$
$
— $
5,638
220,362
65,596
42,642
334,238 $
58
5,638
220,362
65,596
42,642
334,296
$
$
$
$
As of December 31, 2020 and 2019, the Company had no investments utilizing level 3 inputs.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following summarizes the fair value of marketable securities classified as AFS debt securities by contractual maturity:
Commercial paper
U.S. government agencies
Foreign government agencies
Corporate bonds
Asset-backed securities
Total
Derivative Financial Instruments
Designated cash flow hedges
December 31, 2020
Mature within
One Year
After One Year
through Two
Years
Over Two Years
Fair Value
$
$
9,146
244,925
—
24,538
6,282
284,891
$
$
(in thousands)
—
6,715
—
31,983
18,642
57,340
$
$
— $
187
1,037
19,924
19,970
41,118 $
9,146
251,827
1,037
76,445
44,894
383,349
The Company uses a hedging strategy to reduce its exposure to foreign currency exchange rate fluctuations for forecasted subscription renewals and new orders in both
GBP and Euro. The Company uses forward currency contracts accounted for as cash flow hedges against a designated portion of forecasted subscription renewals and new
orders. Unrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in AOCI and will be reclassified into revenues in the same
periods when the hedged contracts are recognized into revenues.
In addition, the Company uses a hedging strategy to reduce its exposure associated with costs incurred in INR. Unrealized foreign exchange gains or losses related to those
designated cash flow hedge contracts are recorded in AOCI and will be reclassified into operating expenses when the associated hedged expenses are incurred.
At December 31, 2020, the Company had 39 open designated cash flow hedge forward contracts with notional amounts of €25.9 million, £8.7 million and Rs. 1,933.5
million. At December 31, 2019, the Company had 26 open cash flow hedge contracts with notional amount of €24.2 million and £9.7 million.
At December 31, 2020 and 2019, a net amount of unrealized losses of $1.8 million before tax and unrealized gains of $0.7 million before tax, respectively, on the foreign
currency forward contracts for GBP and Euro reported in AOCI is expected to be reclassified into revenue within the next 12 months. At December 31, 2020, a net amount of
unrealized gains of $1.5 million before tax on the foreign currency forward contracts for INR reported in AOCI is expected to be reclassified into operating expenses within the
next 12 months.
Non-designated forward contracts
At December 31, 2020, the Company had 24 outstanding non-designated forward contracts with notional amounts of €17.7 million, £6.5 million and ₨. 32.8 million which
will mature at various dates through January 2022. At December 31, 2019, the Company had 15 outstanding non-designated forward contracts with notional amounts of €20.0
million, £5.6 million and Rs. 756.0 million.
The following summarizes derivative financial instruments as of December 31, 2020 and 2019:
Assets:
Foreign currency forward contracts designated as cash flow hedge
Foreign currency forward contracts not designated as hedging instruments
Total
Liabilities:
Foreign currency forward contracts designated as cash flow hedge
Foreign currency forward contracts not designated as hedging instruments
Total
All foreign currency forward contracts were valued at fair value using level 2 inputs.
70
December 31,
2020
2019
(in thousands)
$
$
$
$
511 $
27
538 $
(2,200) $
(1,677)
(3,877) $
427
515
942
(524)
(550)
(1,074)
Table of Contents
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following summarizes the gains (losses) recognized from forward contracts and other foreign currency transactions in other income (expense), net on the consolidated
statements of operations:
Net gains (losses) from forward contracts
Other foreign currency transaction gains (losses)
Total foreign exchange gains (losses), net
Other expenses
Other income (expense), net
NOTE 3.
Accumulated Other Comprehensive Income
The components of AOCI were as follows:
Unrealized gains (losses) on AFS debt securities
Unrealized gains (losses) on cash flow hedges
Total accumulated other comprehensive income
2020
Year Ended December 31,
2019
(in thousands)
2018
$
$
(1,634) $
1,894
260
(253)
7
$
438 $
(792)
(354)
(253)
(607) $
543
(1,120)
(577)
(224)
(801)
December 31,
2020
2019
(in thousands)
1,224 $
(1,708)
(484) $
822
340
1,162
$
$
The effects on income before income taxes of amounts reclassified from AOCI to the consolidated statements of operations were as follows:
Reclassification of AOCI - AFS debt securities
Other income (expense), net
Reclassification of AOCI - cashflow hedges
Revenue
Cost of revenues
Research and development expenses
Sales and marketing expenses
General and administrative expenses
Total
$
$
$
71
2020
Year Ended December 31,
2019
(in thousands)
2018
25
$
— $
(289)
$
960
(76)
(264)
(20)
(36)
564
$
134 $
—
—
—
—
134 $
—
—
—
—
—
—
Table of Contents
NOTE 4.
Property and Equipment, Net
Property and equipment, net, which includes assets under finance lease, consists of the following:
Computer equipment
Computer software
Scanner appliances
Furniture, fixtures and equipment
Equipment under capital lease
Leasehold improvements
Total property and equipment
Less: accumulated depreciation and amortization
Property and equipment, net
December 31,
2020
2019
(in thousands)
136,286 $
26,164
16,749
6,599
3,503
21,107
210,408
(145,558)
64,850 $
112,599
26,137
15,864
6,973
3,503
18,817
183,893
(123,314)
60,579
$
$
Physical scanner appliances and other computer equipment that are or will be subject to leases by customers have a net carrying value of $7.5 million and $4.9 million,
respectively, including assets that have not been placed in service of $1.9 million and $0.9 million, respectively, as of December 31, 2020 and 2019. Depreciation and
amortization expenses relating to property and equipment were $26.1 million, $24.9 million and $25.1 million for 2020, 2019 and 2018, respectively.
NOTE 5.
Revenue from Contracts with Customers
The Company records deferred revenue when cash payments are received or due in advance of its performance offset by revenue recognized in the period. Revenues of
$188.6 million and $160.8 million were recognized during the years ended December 31, 2020 and December 31, 2019, respectively, which amounts were included in the
deferred revenue balances as of December 31, 2019 and December 31, 2018, respectively.
The Company's payment terms vary by the type and location of its customers and the products or services offered. The term between invoicing and when payment is due is
not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.
The following table sets forth the expected revenue from all remaining performance obligations as of December 31, 2020:
2021
2022
2023
2024
2025
2026 and thereafter
Total
(in thousands)
103,165
70,381
35,304
1,363
401
168
210,782
$
$
Revenues allocated to remaining performance obligations represents the transaction price of noncancelable orders for which service has not been performed, which include
deferred revenue and the amounts that will be invoiced and recognized as revenues in future periods from open contracts and excludes unexercised renewals. The Company
applied the short-term contract exemption to exclude the remaining performance obligations that are part of a contract that has an original expected duration of one year or less.
From time to time, the Company enters into contracts with customers that extend beyond one year, with certain of its customers electing to pay for more than one year of
services upon contract execution. For any discounts associated with these multiple year contracts, the Company concluded its contracts did not contain a financing component.
Revenues by sales channel are as follows:
Direct
Partner
Total
2020
Year Ended December 31,
2019
(in thousands)
212,296
150,667
362,963
$
$
186,130 $
135,477
321,607 $
$
$
2018
164,084
114,805
278,889
The Company utilizes partners to enable and accelerate the adoption of its cloud platform by increasing its distribution capabilities and market awareness of its cloud
platform as well as by targeting geographic regions outside the reach of its direct sales force. The Company's channel partners maintain relationships with their customers
throughout the territories in which they operate and provide their customers with services and third-party solutions to help meet those customers’ evolving security and
compliance requirements. As such, these partners may offer the Company's IT security and compliance solutions in conjunction with one or more of their own products or
services and act as a conduit through which the Company can connect with these prospective customers to offer its solutions. For sales involving a channel partner, the channel
partner engages with the prospective customer directly and involves the Company's sales team as needed to assist in developing and closing an order. When a channel partner
secures a sale, the Company sells the associated subscription to the channel partner who in turn resells the subscription to the customer. Sales to channel partners are made at a
discount and revenues are recorded at this discounted price over the subscription terms. The Company does not have any influence or specific knowledge of its partners' selling
terms with their customers. See Note 13, "Segment Information and Information about Geographic Area" for disaggregation of revenue by geographic area.
Capitalized costs to obtain contracts, current and noncurrent are as follows:
Commission asset, current
Commission asset, noncurrent
December 31, 2020 December 31, 2019
(in thousands)
3,459 $
6,906 $
2,568
6,454
$
$
For the years ended December 31, 2020, 2019,and 2018, the Company recognized $3.0 million, $2.0 million and $1.2 million of commission expense from amortization of
its commission assets, respectively. During the same periods, there was no impairment loss related to the capitalized costs.
72
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NOTE 6.
Acquisitions
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the purchase price allocation of business and asset acquisitions during the fiscal years 2020, 2019 and 2018 based on estimated fair values
of the acquired assets as of the acquisition date:
Acquiree
Spell security
Adya
Layered Insight
1Mobility
Acquisition Date
July 24, 2020
January 10, 2019
October 16, 2018
April 1, 2018
Purchase
Consideration
$
$
$
$
1,500
1,000
13,434
4,000
$
$
$
$
Net Tangible
Assets
Acquired/
(liabilities
assumed)
Purchased
Intangible
Assets
(in thousands)
Goodwill
Deferred Tax
Liability
— $
— $
(80) $
— $
1,500 $
900 $
9,600 $
3,700 $
— $
100 $
5,498 $
300 $
—
—
(1,500)
—
On July 24, 2020, the Company acquired certain intangible assets of Spell Security, a privately held company incorporated in India. Spell Security’s technology expands the
Company's endpoint behavior detection, threat hunting, malware research and multi-layered response capabilities for its EDR application. The purchase consideration related to
the acquisition was $1.5 million in cash, including $0.2 million of deferred consideration due 15 months from the closing date of the acquisition, subject to potential adjustment
from possible indemnity claims. The Company accounted for this transaction as an asset purchase. The Company recognized intangible assets of $1.0 million for developed
technology and $0.5 million for non-compete agreements, which will be amortized over four and two years, respectively.
On January 10, 2019, the Company acquired the assets of Adya, an India-based company. The acquisition included a cloud application management platform, which enables
security and compliance audits of SaaS applications. Total purchase consideration included $0.2 million of deferred consideration due 18 months from the closing date of the
acquisition, subject to potential adjustment from possible indemnity claims, which was fully paid to Adya during the fiscal year ended December 31, 2020. The acquired
intangible assets relating to Adya's developed technology are being amortized over the estimated useful lives of approximately four years. Goodwill arising from the Adya
acquisition is deductible for tax purposes over 15 years.
On October 16, 2018, the Company completed the acquisition of Layered Insight, a pioneer and global leader in container native application protection, providing accurate
insight into container images, adaptive analysis of running containers, and automated enforcement of the container environment. Of the total consideration, $1.6 million was paid
during the fiscal year ended December 31, 2019 based on the terms and conditions of the purchase agreement. All consideration was paid in cash. The Company also paid
additional $4.0 million as the acquired business had achieved certain integration milestones for the annual period ending December 31, 2019. In addition, the Company initially
recorded $1.5 million of the contingent consideration related to revenue milestone payments in accrued liabilities of the consolidated balance sheet as of December 31, 2018,
which was reversed during the fiscal year 2019 as the revenue milestone was not met. The acquired intangible asset relating to Layered Insight's developed technology is
amortized over the estimated useful life of approximately four years. Goodwill arising from the Layered Insight acquisition is not deductible for tax purposes.
On April 1, 2018, the Company acquired the assets of 1Mobility, a Singapore-based company. The acquisition allowed the Company to provide enterprises of all sizes with
the ability to create and continuously update an inventory of mobile devices on all versions of Android, iOS and Windows Mobile in their environment; and to continuously
assess their security and compliance posture, while quarantining devices that were compromised or out-of-compliance. Of the total purchase consideration, $0.6 million was paid
during the fiscal year ended December 31, 2019 based on the terms and conditions of the purchase agreement. The acquired intangible assets relating to 1Mobility's developed
technology is being amortized over the estimated useful lives of approximately four years. Goodwill arising from the 1Mobility acquisition is deductible for tax purposes over 15
years.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Pro forma financial information for these acquisitions in the fiscal years 2020, 2019 and 2018 was not presented because the acquisitions were not material to the
Company's consolidated financial statements, either individually or in aggregate.
Changes in the carrying amount of goodwill for the years ended December 31, 2020, 2019 and 2018 were as follows:
Balance as of December 31, 2018
Goodwill acquired
Adjustment
Balance as of December 31, 2019 and 2020
NOTE 7.
Intangible Assets, Net
(in thousands)
7,225
100
122
7,447
$
$
Intangible assets consist primarily of developed technology and patent licenses acquired from business or asset acquisitions. Acquired intangibles are amortized on a
straight-line basis over the respective estimated useful lives of the assets.
The carrying values of intangible assets are as follows:
Developed technology
Patent licenses
Non-compete agreements
Total intangibles subject to amortization
Intangible assets not subject to amortization
Total intangible assets, net
Developed technology
Patent licenses
Total intangibles subject to amortization
Intangible assets not subject to amortization
Total intangible assets, net
Weighted Average
Lives (Years)
Weighted Average
Remaining Lives
(Years)
Cost
December 31, 2020
Accumulated
Amortization Net Book Value
(in thousands)
4.4
14.0
2.0
1.8$
3.7
1.6
$
27,356$
1,387
500
29,243$
(16,152) $
(1,021)
(104)
(17,277)
$
11,204
366
396
11,966
40
12,006
Weighted
Average Lives
(Years)
Weighted
Average
Remaining Lives
(Years)
December 31, 2019
Cost
Accumulated
Amortization Net Book Value
(in thousands)
4.6
14.0
2.7
4.7
$
$
26,356 $
1,387
27,743 $
(10,066) $
(922)
(10,988)
$
16,290
465
16,755
40
16,795
Intangible assets amortization expenses were $6.3 million, $6.1 million and $3.7 million for 2020, 2019 and 2018 respectively, which were recorded in cost of revenues in
the consolidated statements of operations.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2020, the Company expects amortization expense in future periods to be as follows:
2021
2022
2023
2024
Total expected future amortization expense
NOTE 8.
Leases
The following table presents the lease-related assets and liabilities recorded on the balance sheet:
Classification on the Balance Sheet
Classification of Lease
Assets
Operating lease - right of use asset
Property and equipment, net
Total lease assets
Liabilities
Current
Operating lease liabilities, current
Accrued liabilities
Noncurrent
Operating lease liabilities, noncurrent
Other noncurrent liabilities
Total lease liabilities
Operating leases
Finance leases
Operating leases
Finance leases
Operating leases
Finance leases
(in thousands)
6,581
4,823
350
212
11,966
$
$
December 31,
2020
2019
(in thousands)
44,838 $
131
44,969 $
11,672 $
64
45,700
—
57,436 $
40,551
1,299
41,850
7,663
124
44,015
54
51,856
$
$
$
$
The Company leases certain offices, computer equipment and its data center facilities under non-cancelable operating leases for varying periods through 2029. While under
our lease agreements we have options to extend our leases up to four years, we have not included renewal options in determining the lease terms for calculating our lease
liabilities, as these options have not been reasonably certain of exercise.
Leases expense was $16.7 million, $13.9 million and $9.9 million for 2020, 2019 and 2018, respectively.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Supplemental cash flow information related to operating leases was as follows:
Operating cash flows included in the measurement of lease liabilities
Lease liabilities arising from obtaining right of use assets
Maturities of the Company's operating lease liabilities at December 31, 2020 are as follows:
2021
2022
2023
2024
2025
2026 and thereafter
Total minimum lease payments
Less: amount representing interest
Present value of minimum payments
Less: lease obligations, current
Lease obligations, noncurrent
76
Year Ended December 31,
2020
2019
(in thousands)
13,403
15,837
9,372
17,359
(in thousands)
14,186
13,316
11,297
10,010
6,407
10,317
65,533
(8,161)
57,372
(11,672)
45,700
$
$
Table of Contents
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted average remaining lease term and the weighted average discount rate of the Company's leases were as follows:
Weighted average remaining lease term (years)
Operating leases
Finance leases
Weighted average discount rates
Operating leases
Finance leases
NOTE 9.
Commitment and Contingencies
Purchase Obligation
December 31,
2020
2019
4.1
0.1
4.8%
5.0%
6.5
1.3
5.0%
5.0%
The Company has entered into agreements to purchase goods and services in the ordinary course of business. As of December 31, 2020, these remaining purchase
commitments for future periods are as follows:
2021
2022
2023
2024
2025
Total purchase commitment
Indemnifications
(in thousands)
20,131
6,528
6,924
7,780
1,873
43,236
$
$
The Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties. These
contracts primarily relate to (i) the Company's by-laws, under which it must indemnify directors and executive officers, and may indemnify other officers and employees, for
liabilities arising out of their relationship, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship, and
(iii) contracts under which the Company may be required to indemnify customers or resellers from certain liabilities arising from potential infringement of intellectual property
rights, as well as potential damages caused by limited product defects. To date, the Company has not incurred and has not recorded any liability in connection with such
indemnifications.
The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors.
Legal Proceedings
From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. The Company records a
provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The Company provides disclosure if it is
reasonably possible that a loss has been incurred and a range of loss or possible loss can be reasonably estimated. Significant judgment is required to determine both probability
and the estimated amount. The Company reviews these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice
of legal counsel, and updated information.
As of December 31, 2020, there has not been at least a reasonable possibility that the Company has incurred a material loss from any ongoing legal proceedings,
individually or taken together. However, litigation is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company's control. Should
any of these estimates and assumptions change or prove to have been incorrect, the Company could incur significant charges related to legal matters which could have a material
impact on its results of operations, financial position and cash flows.
NOTE 10.
Stockholders' Equity and Stock-based Compensation
Common Stock
The Company had reserved shares of common stock for future issuance as of December 31, 2020 as follows:
Options and RSUs outstanding under equity incentive plans
2000 Equity Incentive Plan
2012 Equity Incentive Plan
Shares available for future grants under an equity incentive plan
2012 Equity Incentive Plan
Total shares reserved for future issuance
Preferred Stock
102,087
3,160,057
6,628,383
9,890,527
Effective October 3, 2012, the Company is authorized to issue 20,000,000 shares of undesignated preferred stock with a par value of $0.001 per share. Each series of
preferred stock will have such rights and preferences including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking
fund provisions), redemption price, and liquidation preferences as determined by the Board. As of December 31, 2020, and 2019, there were no issued or outstanding shares of
preferred stock.
Equity Incentive Plan
2012 Equity Incentive Plan
The 2012 Equity Incentive Plan was adopted and approved in September 2012 and became effective on September 26, 2012. Under the 2012 Plan, the Company is
authorized to grant to eligible participant's incentive stock options (ISOs), non-statutory stock options (NSOs), stock appreciation rights (SARs), restricted stock awards (RSAs),
RSUs, performance units and performance shares equivalent to up to 15,699,245 shares of common stock as of December 31, 2020. The number of shares of common stock
available for issuance under the 2012 Plan includes an annual increase on January 1 of each year by an amount equal to the least of 3,050,000 shares; 5% of the outstanding
shares of stock as of the last day of the immediately preceding fiscal year; or an amount determined by the Board of Directors. Options may be granted with an exercise price that
is at least equal to the fair market value of the Company's stock at the date of grant and are exercisable when vested. Options and RSU's granted generally vest over a period of up
to four years. ISOs may only be granted to employees and any subsidiary corporations' employees. All other awards may be granted to employees, directors and consultants and
subsidiary corporations' employees and consultants. Options, SARs, RSUs, performance units and performance awards may be granted with vesting terms as determined by the
Board of Directors and expire no more than ten years after the date of grant or earlier if employment or service is terminated.
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Table of Contents
2000 Equity Incentive Plan
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Under the 2000 Equity Incentive Plan (2000 Plan), the Company was authorized to grant to eligible participants either ISOs or NSOs. The ISOs were granted at a price per
share not less than the fair market value at the date of grant. The NSOs were granted at a price per share not less than 85% of the fair market value at the date of grant. Options
granted generally vest over a period of up to four years, with a maximum term of ten years. The 2000 Plan was terminated in connection with the closing of the Company's initial
public offering, and accordingly, no shares are currently available for grant under the 2000 Plan. The 2000 Plan continues to govern outstanding awards granted thereunder.
Options granted under the 2000 Plan were immediately exercisable, and unvested shares are subject to repurchase by the Company. Upon termination of employment of an
option holder, the Company has the right to repurchase at the original purchase price any issued but unvested common shares. The amounts paid for shares purchased under an
early exercise of stock options and subject to repurchase by the Company are not reported as a component of stockholders’ equity until those shares vest. The amounts received in
exchange for these shares are recorded as an accrued liability in the accompanying consolidated balance sheets and will be reclassified to common stock and additional paid-in
capital as the shares vest.
Stock-based Compensation Expenses
The following table shows a summary of the stock-based compensation expense included in the consolidated statements of operations for the fiscal years ended December
31, 2020, 2019 and 2018:
Cost of revenues
Research and development
Sales and marketing
General and administrative
Total stock-based employee compensation
2020
Year Ended December 31,
2019
(in thousands)
2018
2,767
13,502
5,785
17,981
40,035
$
$
2,262 $
11,151
4,984
16,495
34,892 $
2,489
7,961
4,650
14,990
30,090
$
$
The income tax benefit related to the stock-based compensation expenses was $5.5 million, $5.5 million and $4.8 million for the years ended December 31, 2020, 2019 and
2018, respectively. As of December 31, 2020, the Company had $21.8 million of unrecognized employee compensation cost related to unvested stock options and $71.3 million
of unrecognized compensation cost related to unvested RSU's that it expects to recognize over a weighted-average period of 2.7 years and 2.6 years, respectively.
The fair value of each option granted to employees is estimated on the date of grant using the Black-Scholes-Merton option-pricing model based on the following
assumptions:
Expected term (in years)
Volatility
Risk-free interest rate
Dividend yield
2020
4.5 to 5.5
38% to 43%
0.3% to 1.4%
—
Year Ended December 31,
2019
4.4 to 6.6
40% to 46%
1.5% to 2.4%
—
2018
4.5 to 5.0
45% to 47%
2.5% to 3.0%
—
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S.
Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date. The volatility was estimated using the historical volatility
derived from the Company's common stock. The Company has not historically declared any dividends and does not expect to in the future.
Stock Option Plan Activity
A summary of the Company’s stock option activity is as follows:
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (Years)
Outstanding
Shares
Balance as of December 31, 2017
Granted
Exercised
Canceled
Balance as of December 31, 2018
Granted
Exercised
Canceled
Balance as of December 31, 2019
Granted
Exercised
Canceled
Balance as of December 31, 2020
Vested and expected to vest—December 31, 2020
Exercisable—December 31, 2020
$
4,495,891
366,786
$
(1,183,235) $
(250,133) $
$
3,429,309
496,145
$
(901,290) $
(157,489) $
$
2,866,675
$
593,694
(1,129,845) $
(115,082) $
2,215,442
$
$
2,071,441
$
1,290,452
25.29
79.79
20.33
39.61
31.79
87.10
27.55
71.04
40.54
99.77
30.50
87.91
59.07
56.39
34.69
The following table summarizes the outstanding and vested stock options at December 31, 2020:
Aggregate
Intrinsic Value
(in thousands)
153,129
6.6 $
6.4 $
149,935
6.0 $
125,647
6.5 $
6.3 $
4.7 $
139,121
135,647
112,502
Exercise Price
4.4 - 20.8
22.31 - 25.17
25.56 - 25.56
26.86 - 34.97
36.25 - 52.6
59.95 - 86.35
87.26 - 89.55
93.08 - 93.08
94.45 - 104.8
121.65 - 121.65
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual Life
(Years)
Exercisable
Number of
Shares
Weighted
Average
Exercise Price
Per Share
13.25
24.16
25.56
30.72
40.24
80.11
88.48
93.08
97.76
121.65
59.07
2.1
4.3
5.3
3.9
5.4
8.3
8.6
9.9
8.8
9.6
6.5
266,447 $
130,550 $
264,824 $
227,072 $
215,601 $
77,644 $
52,147 $
— $
56,167 $
— $
1,290,452 $
13.25
24.16
25.56
30.72
39.80
74.90
88.42
—
94.91
—
34.69
Number of
Shares
266,447
130,550
264,824
227,072
232,792
307,387
189,217
223,744
273,709
99,700
2,215,442
$
$
$
$
$
$
$
$
$
$
$
The weighted-average grant date fair value of the Company’s stock options granted during 2020, 2019 and 2018 was $35.49, $34.02 and $33.05, respectively. The total
intrinsic value of options exercised during 2020, 2019 and 2018 was $77.5 million, $52.1 million and $71.7 million, respectively. Intrinsic value of an option is the difference
between the fair value of the Company’s common stock at the time of exercise and the exercise price paid.
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock Unit Activity
A summary of the Company’s RSU activity is as follows:
Balance as of December 31, 2017
Granted
Vested
Cancelled
Balance as of December 31, 2018
Granted
Vested
Cancelled
Balance as of December 31, 2019
Granted
Vested
Cancelled
Balance as of December 31, 2020
Expected to vest as of December 31, 2020
Number of Shares
Weighted-Average
Grant Date Fair
Value Per Share
1,410,588 $
548,245 $
(525,375) $
(206,575) $
1,226,883 $
595,985 $
(438,892) $
(169,158) $
1,214,818 $
531,146 $
(475,853) $
(223,409) $
1,046,702 $
961,926 $
40.34
75.44
39.87
43.43
55.71
81.59
53.17
65.51
67.99
99.96
62.57
77.37
86.78
86.02
The aggregate vesting date fair value of RSUs vested during 2020, 2019 and 2018 was $46.5 million, $37.9 million and $38.9 million, respectively.
Performance-Based Stock Options and Restricted Stock Units
On December 10, 2020, the compensation committee of the Company's board of directors (Compensation Committee) granted the equity award for 2021 to the Company’s
Chairman and Chief Executive Officer, Philippe Courtot (Mr. Courtot). The first portion of the award consists of 69,401 RSUs that will vest in 16 quarterly installments
beginning on November 1, 2020. The second portion of the award consists of a target number of 223,744 PSO, which will vest at the end of the three-year performance period
from January 2021 through December 2023. The actual number of PSOs eligible to vest range from 0% to 200% of the target number, depending on the level of achievement of
goals related to revenue growth and free cash flow per share growth during the performance period.
On November 2, 2019, the Compensation Committee granted the equity award for 2020 to Mr. Courtot. The first portion of the award consists of 48,683 RSUs that will vest
in 16 quarterly installments beginning on December 1, 2019. The second portion of the award consists of a target number of 123,856 PSOs, which will vest at the end of the
three-year performance period from January 2020 through December 2022. The actual number of PSOs eligible to vest range from 0% to 200% of the target number, depending
on the level of achievement of goals related to revenue growth and free cash flow per share growth during the performance period.
80
Table of Contents
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On December 21, 2018, the Compensation Committee granted the equity award for 2019 to Mr. Courtot. The first portion of the award consists of 56,250 RSUs that will
vest in 16 quarterly increments beginning on January 1, 2019. The second portion of the award consists of a target number of 33,089 PSU, which will vest at the end of the three-
year performance period from January 2019 through December 2021. The actual number of PSUs eligible to vest range from 0% to 200% of the target number, depending on the
level of achievement of goals related to revenue growth during the three-year performance period from January 2019 through December 2021 and Adjusted EBITDA margin for
the fiscal year of 2021. The third portion of the award consists of a target number of 33,088 PSUs, one third of which (11,030 target PSUs) will vest at the end of each fiscal year
of 2019, 2020 and 2021. The actual number of PSUs eligible to vest at each vesting date range from 0% to 200% of the target number, depending on the level of achievement of
goals related to revenue growth and Adjusted EBITDA margin for each of those years.
The Compensation Committee, in consultation with its independent compensation consultant, designed these awards so that in each year greater than 50% of the
compensation was based on the achievement of performance goals linked to metrics designed to drive the creation of shareholder value. The vesting of these awards is
conditioned on Mr. Courtot’s continued service through the vesting dates or, for PSOs and PSUs, the dates that performance is certified in addition to the achievement of
performance goals. If Mr. Courtot’s employment is terminated (a) by reason of death or disability or (b) by the Company for reasons other than cause or good reason within 12
months following a change in control, then 100% of any unvested portions of these awards will vest, with any vesting in connection with change in control terminations
conditioned upon the effectiveness of a release of claims in favor of the Company .
During the year ended December 31, 2020, 14,864 PSUs, which represent 135% of the target, vested as a result of the Company achieving the corresponding level of
performance goals for the fiscal year of 2019.
On June 10, 2020, the board of directors approved changes in the performance targets for certain previously granted PSO and PSU. Based on the projected performance
levels expected to be achieved for those awards as of June 10, 2020, the modification resulted in an incremental expense of $7.5 million, which is expected to be recognized
over 12 quarters beginning with the quarter ended June 30, 2020. This amount may change based upon actual performance achieved and updates to estimates of future
performance during the remainder of the performance periods. During the year ended December 31, 2020, $0.9 million of incremental expenses due to the modification were
recognized.
During the year ended December 31, 2020, stock-based compensation expense of $0.2 million and $2.8 million, including changes due to modifications, were recognized
for PSOs and PSUs. During the year ended December 31, 2019, stock-based compensation expense of $0.3 million and $0.9 million were recognized for PSOs and PSUs,
respectively.
Share Repurchase Program
On February 5, 2018, the Company's board of directors authorized a $100.0 million two-year share repurchase program, which was announced on February 12, 2018. On
each of October 30, 2018, October 30, 2019 and May 7, 2020, the Company announced that its board of directors had authorized an increase of $100.0 million to the share
repurchase program, resulting in an aggregate authorization of $400.0 million. Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18
of the Exchange Act of 1934, including pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act, until February 14, 2022.
Repurchased shares are retired and reclassified as authorized and unissued shares of common stock. On retirement of the repurchased shares, common stock is reduced by
an amount equal to the number of shares being retired multiplied by the par value. The excess amount that is retired over its par value is first allocated as a reduction to additional
paid-in capital based on the initial public offering price of the stock, with the remaining excess to retained earnings.
During the year ended December 31, 2020 and 2019, the Company repurchased 1,292,750 and 1,026,455 shares of its common stock for approximately $126.7 million and
$86.4 million, respectively. All share repurchases were made using cash resources. As of December 31, 2020 and 2019, approximately $101.8 million and $128.5 remained
available for share repurchases pursuant to the Company's share repurchase program.
On February 10, 2021, the Company announced that its Board of Directors authorized an additional $100.0 million to the original share repurchase program authorization,
increasing the total amount of authorized repurchase to $500.0 million.
NOTE 11.
Employee Benefits Plan
The Company’s 401(k) Plan was established in 2000 to provide retirement and incidental benefits for its employees. As allowed under section 401(k) of the Internal
Revenue Code, the 401(k) Plan provides tax-deferred salary deductions for eligible employees. Contributions to the 401(k) Plan are limited to a maximum amount as set
periodically by the Internal Revenue Service. During the fiscal years ended December 31, 2020, 2019 and 2018, the Company made contributions to the 401(k) Plan of $1.3
million, $1.3 million and $1.2 million, respectively.
The Company contributes to a Provident Fund Plan for its employees in India, which is a defined contribution plan set up in accordance with local labor and tax laws.
Gratuity is also paid by the Company to eligible employees in India in accordance with Payment of Gratuity Act, 1972. During the fiscal years ended December 31, 2020, 2019
and 2018, the Company contributed $1.4 million, $1.1 million and $0.7 million, respectively, to those plans.
81
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12.
Income Taxes
The Company’s geographical breakdown of income before income taxes is as follows:
Domestic
Foreign
Income before income taxes
The provision for (benefit from) income taxes consists of the following:
Current
Federal
State
Foreign
Total current provision
Deferred
Federal
State
Foreign
Total deferred (benefit) provision
Total provision for (benefit from) provision for income taxes
$
$
$
$
The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
Federal statutory rate
State taxes
Stock-based compensation
Excess tax benefits related to stock-based compensation
Foreign source income
Change in valuation allowance
Foreign-derived intangible income deduction
Federal and state research and development credit
Other
Provision for (benefit from) income taxes
82
2020
Year Ended December 31,
2019
(in thousands)
2018
94,099
7,938
102,037
$
$
72,124 $
7,859
79,983 $
50,010
5,458
55,468
2020
Year Ended December 31,
2019
(in thousands)
2018
$
1,944
1,438
3,571
6,953
4,239
26
(753)
3,512
10,465
$
(90) $
646
3,000
3,556
7,085
447
(441)
7,091
10,647 $
2020
Year Ended December 31,
2019
2018
21.0%
1.6
4.8
(13.8)
0.2
0.8
(1.7)
(2.6)
—
10.3%
21.0%
1.5
4.0
(11.2)
0.1
1.1
—
(3.7)
0.4
13.2%
(90)
62
1,988
1,960
(3,449)
21
(368)
(3,796)
(1,836)
21.0%
(1.9)
5.8
(26.2)
(0.2)
4.4
—
(6.7)
0.5
(3.3)%
Table of Contents
Deferred Income Taxes
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. The components of the Company’s deferred tax assets and liabilities are as follows:
Deferred tax assets
Net operating loss carryforwards
Research and development credit carryforwards
Foreign tax credit carryforwards
Accrued liabilities
Deferred revenues
Operating lease liabilities
Intangible assets
Stock-based compensation
Other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities
Fixed assets
Operating leases - right of use asset
Deferred commissions
Total deferred tax liabilities
Net deferred tax assets
December 31,
2020
2019
(in thousands)
290 $
16,965
3,497
2,019
5,123
15,924
1,397
3,907
430
49,552
(11,188)
38,364
(7,017)
(13,054)
(2,482)
(22,553)
15,811 $
1,325
20,182
2,586
1,109
4,843
13,187
327
5,942
158
49,659
(10,094)
39,565
(8,097)
(10,496)
(2,142)
(20,735)
18,830
$
$
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. The Company regularly
assesses the ability to realize its deferred tax assets and establishes a valuation allowance if it is more-likely than-not that some portion, or all, of the deferred tax assets will not
be realized. The Company weighs all available positive and negative evidence, including its earnings history and results of recent operations, scheduled reversals of deferred tax
liabilities, projected future taxable income, and tax planning strategies. Due to the weight of objectively verifiable negative evidence, it is more-likely-than-not that its California
deferred tax assets will not be realized as of December 31, 2020. Additionally, due to a lack of sufficient future income of the appropriate character, certain U.S. federal and state
deferred tax assets are not more-likely-than-not to be realized. Accordingly, the Company has recorded a valuation allowance of $11.2 million and $10.1 million against such
deferred tax assets as of December 31, 2020 and 2019, respectively. The increase in valuation allowance was mainly associated with the California research and development
credit generated during the year ended December 31, 2020 that will not likely be realized for the foreseeable future.
At December 31, 2020, the Company had federal and state net operating loss carryforwards of approximately $1.4 million and $0.1 million, respectively, available to reduce
federal and state taxable income. The federal net operating losses begin to expire in 2022 and the state net operating losses begin to expire in 2037. Utilization of the Company’s
net operating loss carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state
provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization. As of December 31, 2020, the Company had $10.7
million of federal and $15.0 million of state research and development credit carryforwards, respectively. Federal research and development credits begin to expire in 2035. State
research and development credits do not expire. As of December 31, 2020, the Company had foreign tax credit carryforwards of $3.5 million which begin to expire in 2024.
83
Table of Contents
The following table summarizes the activity related to the Company’s unrecognized tax benefits:
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2020
Year Ended December 31,
2019
(in thousands)
2018
Unrecognized tax benefits beginning balance
Gross increase for tax positions of prior years
Gross decrease for tax positions of prior years
Gross increase for tax positions of current year
Lapse of statute of limitations
Total unrecognized tax benefits
$
$
$
7,778
4
—
1,258
(185)
8,855
$
6,406 $
—
(12)
1,384
—
7,778 $
5,112
279
(227)
1,399
(157)
6,406
The unrecognized tax benefits, if recognized, would impact the income tax provision by $4.6 million, $4.2 million and $3.5 million as of December 31, 2020, 2019 and
2018, respectively. The remaining amount would result in the recognition of a corresponding deferred tax asset that is then offset by a full valuation allowance. As of December
31, 2020, the Company does not believe that its estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next twelve months.
The Company has elected to include interest and penalties as a component of income tax expense. The amounts were not material for 2020, 2019 and 2018.
The Company files income tax returns in the United States, including various state jurisdictions. The Company’s subsidiaries file tax returns in various foreign jurisdictions.
The tax years 2001 through 2019 remain open to examination by the major taxing jurisdictions in which the Company is subject to tax. The Company is also currently subject to
tax audits in various jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the
outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner inconsistent with its expectations, the
Company could be required to adjust its provision for income taxes in the period such resolution occurs.
U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely
reinvested outside the United States. A determination of the unrecognized deferred tax liability related to this basis difference is not practicable because of the complexities of the
calculation.
NOTE 13.
Segment Information and Information about Geographic Area
Under ASC 280 Segment Reporting, Operating segments are defined as components of an entity about which separate financial information is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates in one segment and has only one reportable
segment. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer, who makes operating decisions, assesses performance and allocates
resources on a consolidated basis. All of the Company’s principal operations and decision-making functions are located in the United States.
Revenue by geographic area, based on the customers billing address, is as follows:
United States
Foreign
Total revenues
2020
Year Ended December 31,
2019
(in thousands)
2018
$
$
230,444
132,519
362,963
$
$
206,555 $
115,052
321,607 $
185,887
93,002
278,889
84
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Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and equipment, net, by geographic area, is as follows:
United States
India
Rest of world
Total property and equipment, net
NOTE 14.
Net Income Per Share
The computations for basic and diluted net income per share are as follows:
Numerator:
Net income
Denominator:
December 31,
2020
2019
(in thousands)
43,791 $
12,465
8,594
64,850 $
46,100
9,221
5,258
60,579
$
$
2020
Year Ended December 31,
2019
(in thousands, except per share data)
2018
$
91,572
$
69,336 $
57,304
Weighted-average shares used in computing net income per share - basic
Effect of potentially dilutive securities:
Common stock options
Restricted stock units
Weighted-average shares used in computing net income per share - diluted
Net income per share:
Basic
Diluted
39,167
1,267
389
40,823
2.34
2.24
$
$
$
39,075
1,807
463
41,345 $
1.77 $
1.68 $
$
$
$
Potentially dilutive securities not included in the calculation of diluted net income per share because doing so would be anti-dilutive are as follows:
Common stock options
Restricted stock units
Total anti-dilutive shares
2020
Year Ended December 31,
2019
(in thousands)
2018
620
80
700
461
26
487
85
38,876
2,401
620
41,897
1.47
1.37
177
22
199
Table of Contents
Qualys, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15.
Selected Quarterly Financial Information (Unaudited)
The following table shows a summary of the Company's quarterly financial information for each of the quarters in the two-year period ended December 31, 2020:
December
31, 2020
September
30, 2020
June 30,
2020
March 31,
2020
December
31, 2019
September
30, 2019
June 30,
2019
March 31,
2019
Three Months Ended
(unaudited)
(in thousands, except per share data)
Revenues
Income from operations
Other income (expense), net
Income before income taxes
Net income
Net income per share:
Basic
Diluted
$
$
$
$
94,801
24,412
680
25,092
23,816
$
$
93,069
26,303
1,331
27,634
22,743
$
$
88,830
25,508
1,586
27,094
26,319
$
$
86,263
20,431
1,786
22,217
18,694
$
$
84,664 $
19,545
1,757
21,302
20,664 $
82,671 $
22,549
1,786
24,335
19,174 $
78,929 $
16,108
2,401
18,509
16,232 $
0.61
0.59
$
$
0.58
0.56
$
$
0.67
0.64
$
$
0.48
0.46
$
$
0.53 $
0.50 $
0.49 $
0.47 $
0.41 $
0.39 $
75,343
14,051
1,786
15,837
13,266
0.34
0.32
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer, evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under 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 Securities and Exchange Commission’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 December 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded
that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on our financial statements.
Table of Contents
86
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and our Principal Accounting Officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the criteria established in the 2013 Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation under the criteria set
forth in the 2013 Internal Control - Integrated Framework issued by the COSO, our management concluded our internal control over financial reporting was effective as of
December 31, 2020.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2020 has been audited by Grant Thornton LLP, an independent registered
public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange
Act that occurred during the fourth quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B.
Other Information
None.
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
Executive Officers and Directors
Except as set forth below, the information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the fiscal year ended December 31, 2020.
Codes of Business Conduct and Ethics
Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer,
Chief Financial Officer and other executive and senior financial officers. The code of business conduct and ethics is available on our website. We expect that, to the extent
required by law, any amendments to the code, or any waivers of its requirements, will be disclosed on our website. We intend to disclose any waiver to the provisions of the code
of business conduct and ethics that applies specifically to directors or executive officers by filing such information on a Current Report on Form 8-K with the SEC, to the extent
such filing is required by the NASDAQ Stock Market's listing requirements; otherwise, we will disclose such waiver by posting such information on our website.
Item 11.
Executive Compensation
The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of the fiscal year ended December 31, 2020.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item with respect to Item 403 of Regulation S-K regarding security ownership of certain beneficial owners and management is
incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended
December 31, 2020. For the information required by this item with respect to Item 201(d) of Regulation S-K regarding securities authorized for issuance under equity
compensation plans, see “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance
under Equity Compensation Plans” in Item 5 of this Annual Report on Form 10-K.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of the fiscal year ended December 31, 2020.
Item 14.
Principal Accounting Fees and Services
The information required by this item is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of the fiscal year ended December 31, 2020.
Table of Contents
87
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)(1) Financial Statements - The financial statements filed as part of this Annual Report on Form 10-K are listed on the Index to Consolidated Financial Statements in Item
8.
(a)(2) Financial Statement Schedules - All financial statement schedules have been omitted since the required information is not applicable or has been included in the
consolidated financial statements and accompanying notes included in this Form 10-K.
(b) Exhibits
Exhibit
Number
Description
3.1
3.2
4.1
4.2
Amended and Restated Certificate of Incorporation of Qualys, Inc.
Amended and Restated Bylaws of Qualys, Inc.
Form of common stock certificate.
Description of Registrant’s securities
Filed
Herewith
Form
Incorporated by Reference
Exhibit
No.
File No.
Filing Date
S-1/A
333-182027
S-1/A
333-182027
S-1/A
333-182027
10-K
001-35662
3.3
3.5
4.1
4.2
September 12, 2012
September 12, 2012
September 12, 2012
February 21, 2020
10.1*
2000 Equity Incentive Plan, as amended, and the form of stock option agreement
thereunder.
S-1
333-182027
10.1
June 8, 2012
10.2*
2012 Equity Incentive Plan and forms of agreements thereunder.
S-1/A
333-182027
10.2
September 12, 2012
10.3*
Offer Letter, between Qualys, Inc. and Philippe F. Courtot, dated December 7, 2000.
10.4*
Offer Letter, between Qualys, Inc. and Sumedh S. Thakar, dated January 20, 2003.
10.5*
Offer Letter, between Qualys, Inc. and Joo Mi Kim, dated May 21, 2020.
10.6*
Offer Letter, between Qualys, Inc. and Bruce K. Posey, dated May 8, 2012.
S-1
S-1
8-K
S-1
333-182027
10.3
June 8, 2012
333-182027
10.5
June 8, 2012
001-35662
10.1
May 26, 2020
333-182027
10.9
June 8, 2012
10.7*
Form of director and executive officer indemnification agreement.
S-1/A
333-182027
10.10
August 10, 2012
10.8
Lease Agreement, between Qualys, Inc. and Hudson Metro Center, LLC, dated October
14, 2016.
8-K
001-35662
10.1
October 19, 2016
10.9*
Qualys, Inc. Executive Performance Bonus Plan.
Schedule 14A,
Appendix A
001-35662
N/A
April 25, 2016
88
Table of Contents
Exhibit
Number
Description
Filed
Herewith
Form
Incorporated by Reference
Exhibit
No.
File No.
Filing Date
10.10*† Qualys, Inc. 2016 Corporate Bonus Plan, as amended.
10-Q
001-35662
10.3
August 4, 2016
10.11
10.12†
10.13†
Master Services Agreement, between Qualys, Inc. and Savvis Communications
Corporation, dated June 22, 2010.
S-1/A
333-182027
10.14
September 12, 2012
Master Agreement, between Qualys, Inc. and Interoute Communications Limited, dated
March 31, 2008.
S-1/A
333-182027
10.15
September 12, 2012
Manufacturing Services Agreement, between Qualys, Inc. and Synnex Corporation,
dated March 1, 2011.
S-1/A
333-182027
10.16
September 12, 2012
21.1
List of subsidiaries of Qualys, Inc.
23.1
Consent of Grant Thornton LLP, independent registered public accounting firm.
31.1
31.2
32.1
32.2
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The
Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of
the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of
the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the
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Indicates a management contract or compensatory plan or arrangement.
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† Portions of this exhibit have been omitted due to a determination by the Securities and
Exchange Commission that these portions should be granted confidential treatment.
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Table of Contents
89
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California on February 22, 2021.
QUALYS, INC.
By:
/s/ SUMEDH THAKAR
Sumedh Thakar
Interim Chief Executive Officer
(principal executive officer)
90
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
indicated:
Signature
/s/ SUMEDH THAKAR
Title
Date
Director and Interim Chief Executive Officer (principal executive officer) February 22, 2021
Sumedh Thakar
/s/ JOO MI KIM
Joo Mi Kim
/s/ PHILIPPE F. COURTOT
Philippe F. Courtot
/s/ SANDRA E. BERGERON
Sandra Bergeron
/s/ JEFFREY P. HANK
Jeffrey P. Hank
/s/ GENERAL PETER PACE
General Peter Pace
/s/ KRISTI M. ROGERS
Kristi M. Rogers
/s/ WENDY M. PFEIFFER
Wendy M. Pfeiffer
/s/ JOHN A. ZANGARDI
John A. Zangardi
Chief Financial Officer (principal financial and accounting officer)
February 22, 2021
Chairman
Director
Director
Director
Director
Director
Director
91
February 22, 2021
February 22, 2021
February 22, 2021
February 22, 2021
February 22, 2021
February 22, 2021
February 22, 2021
Exhibit 21.1
List of subsidiaries of Qualys, Inc.
Name of Subsidiary
Qualys International, Inc.
Blue Jay Acquisition Sub, Inc.
Qualys Brazil Desenvolvimento de Produtos e Consultoria de Tecnologias de
Seguranca LTDA.
Qualys Canada, Ltd.
Qualys Technologies, S.A.
Qualys GmbH
Qualys Hong Kong Limited
Qualys Security TechServices Private Ltd.
Qualys Japan K.K.
Qualys Singapore Pte. Ltd.
Qualys Middle East FZE
Qualys Ltd.
Qualys Australia Pty Ltd.
Qualys Switzerland Sarl
Qualys Colombia S.A.S.
Qualys South Africa Proprietary Limited
Qualys Netherlands B.V.
Jurisdiction of Incorporation
United States
United States
Brazil
Canada
France
Germany
Hong Kong
India
Japan
Singapore
United Arab Emirates
United Kingdom
Australia
Switzerland
Colombia
South Africa
The Netherlands
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 22, 2021, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual
Report of Qualys, Inc. on Form 10-K for the year ended December 31, 2020. We consent to the incorporation by reference of said reports in the Registration Statements of
Qualys, Inc. on Forms S-8 (File Nos. 333-184394, 333-193576, 333-202587, 333- 209735, 333-216232, 333-223192, 333-229908 and 333-236576).
Exhibit 23.1
/s/ GRANT THORNTON LLP
San Jose, California
February 22, 2021
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Exhibit 31.1
I, Sumedh Thakar, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Qualys, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date:
By:
February 22, 2021
/s/ SUMEDH THAKAR
Sumedh Thakar
Interim Chief Executive Officer
(Principal Executive Officer)
Qualys, Inc.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Exhibit 31.2
I, Joo Mi Kim, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Qualys, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date:
By:
February 22, 2021
/s/ JOO MI KIM
Joo Mi Kim
Chief Financial Officer
(Principal Financial and Accounting Officer)
Qualys, Inc.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350
Exhibit 32.1
In connection with the Annual Report of Qualys, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Sumedh Thakar, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
By:
February 22, 2021
/s/ SUMEDH THAKAR
Sumedh Thakar
Interim Chief Executive Officer
(Principal Executive Officer)
Qualys, Inc.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND 18 U.S.C. SECTION 1350
Exhibit 32.2
In connection with the Annual Report of Qualys, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Joo Mi Kim, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
By:
February 22, 2021
/s/ JOO MI KIM
Joo Mi Kim
Chief Financial Officer
(Principal Financial and Accounting Officer)
Qualys, Inc.