The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the sections entitled "Risk Factors" and "Forward-Looking Statements." We have omitted the financial results for the fiscal year ended December 31, 2019 where it would be redundant to the discussion previously included in Part II, Item 7 of our 2020 Annual Report on Form 10-K filed with the SEC on February 24, 2021.



                                    Overview

Ping Identity's mission is to secure the digital world through intelligent identity. We deliver on this mission by providing intelligent identity solutions for the enterprise, leveraging AI and ML to provide real-time authentication. We are built to scale for 3 billion-plus individual and machine identities globally at speeds that allow for up to 50,000 unique authentications per second. We enable companies to achieve zero trust security by making identity frictionless, giving our customer the ability to go faster, get to the cloud, and reduce costs, all while improving their end-user experiences.

We solve big problems for the world's largest enterprises. We serve more than half of the Fortune 100, and we have partnerships with companies such as

Microsoft and Amazon. We serve a broad range of vertical markets with particular strength in financial services, healthcare, technology, aerospace, and retail especially among the Global 5000.

Ping Identity's platform enables a range of use cases for workforces, for partners, and for a wide variety of consumer-facing applications. Our solutions and solution packages can be deployed as SaaS, as on premises software, or a hybrid. We also provide flexibility to deploy our SaaS solutions in Ping Identity's cloud, the customer's private cloud, or in a public cloud.

The Ping Intelligent Identity Platform is comprised of multiple solutions that can be purchased individually or integrated as a more complete set of solutions for the customer, workforce, partner or IoT use case: SSO, MFA, Access Security, Directory, Dynamic Authorization, Risk Management, Identity Verification, API Intelligence, Orchestration and Fraud Detection.

Our offerings are predominantly priced based on the solution, use case and number of identities. We sell our platform through subscription-based contracts, and substantially all of our customers pay annually in advance. We sell our solutions primarily through direct sales, which are enhanced by collaboration with our channel partners, resellers, system integrators and technology partners. This includes sourcing new leads, aiding in pre-sale processes (such as proof of concepts, demos or requests for proposals) and reselling our solutions to customers. We also leverage a number of our channel partners and system integrators to provide the implementation services for some of our larger and more complex deployments, significantly increasing the time-to-value for our customers and maximizing the efficiency of our go-to-market efforts.



                               Impact of COVID-19

Though the impact of rapidly changing market and economic conditions due to the COVID-19 pandemic remains uncertain, it continues to disrupt the business of our customers and partners and may continue to impact our business and consolidated results of operations and financial condition in the future. The COVID-19 pandemic resulted in a global recession with a corresponding decrease in demand for certain goods and



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services, including from our own customers, while also disrupting sales channels, marketing activities and supply chains, and the sustainability of the economic recovery observed in 2021 remains unclear.

While we continued to see limited effects of the COVID-19 pandemic on our results of operations and overall financial performance for the year ended December 31, 2021, the total effect of the COVID-19 pandemic will not be fully reflected in our results of operations and overall financial performance until future periods and such effect is uncertain. Specifically, during the year ended December 31, 2021, we continued to experience overall strong engagement with enterprise customers as work-from-home and increased virtual customer engagement highlighted the need for modernization of their identity security infrastructure. COVID-19-related restrictions were lifted in many parts of the U.S. during the year ended December 31, 2021, which had a positive impact on our financial performance during that period, but we cannot predict the effect that variants of COVID-19, and any related governmental responses to such variants, will have on our business and our financial performance, particularly as certain geographic locations have reinstated restrictions due to COVID-19.

In addition, our consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in our consolidated financial statements include, but are not limited to, establishing valuation allowances based on expected credit losses and the collectability of financial assets, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates, including as a result of the COVID-19 pandemic. We will continue to evaluate the nature and extent of the impact to our business and our consolidated results of operations and financial condition.



                     Key Factors Affecting Our Performance

We believe that our future performance will depend on many factors, including the following:

Generating Additional Sales to Existing Customers

A customer journey often begins with the purchase of one of our solutions for one use case. Once customers realize the value of that solution, their spend with us expands by (i) adopting another identity use case, (ii) deploying additional solutions and solution packages and/or (iii) adding more identities over time.

Our future revenue growth is dependent upon our ability to continue to expand our customers' use of our platform. Our ability to increase sales to existing customers will depend on a number of factors, including satisfaction or dissatisfaction with our solutions, competition, pricing, economic conditions and spending by customers on our solutions. We have adopted a customer success strategy and implemented processes across our customer base to drive revenue retention and expansion.

Increasing the Size of our Customer Base

We believe there is significant opportunity to increase market adoption of our platform by new customers. Our SSO, Access Security and Directory solutions often replace legacy and homegrown systems. We also have significant greenfield opportunities with our MFA, Dynamic Authorization, Risk Management, Identity Verification, API Intelligence, Orchestration and Fraud Detection solutions and the IoT use case. To increase our customer base, we plan to continue to expand our sales force and channel partner network, both domestically and internationally, enhance our marketing efforts and target new buyers. For example, we have



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extended our cloud-based offering to target developers, who represent a new potential buyer for us. Over time, we believe sales to developers could increase the size of our customer base.

Maintaining our Technology Differentiation and Product Leadership

The Ping Intelligent Identity Platform is designed for large enterprises with complex, hybrid IT requirements. We have spent over a decade building a standards-based platform with turnkey integrations designed to ensure that large enterprises can easily and rapidly deploy our platform within their complex infrastructures. We intend to continue making investments in research and development to extend our platform and technology capabilities while also expanding our solutions to address new use cases.

Investing for Growth

We believe IAM represents a large market opportunity, and we plan to invest in order to support further growth. During 2018, we accelerated investments in our business to expand our footprint within this large and growing market. Specifically, we invested in new cloud-based offerings to broaden the Ping Intelligent Identity Platform and the scope of our solutions to cover new identity security threats, such as APIs. We also invested in deploying our platform as a single tenant cloud-based offering, managed by us, to help extend the reach of our solutions within our customers' infrastructures, while providing them with the level of control and configuration they require. Since 2018, we have seen progress with these investments and expect to continue to invest in these areas. Additionally, we plan to invest in increased marketing efforts, expanding our sales force, and growing our network of channel partners, resellers, system integrators and technology partners. However, we are not expecting these investments to provide our business with meaningful increases to ARR growth in the immediate term as we expect natural purchasing cycles will affect the speed of market adoption.

Additionally, we have a large and growing international presence and intend to grow our customer base in various international regions by making investments in our sales team globally. For the year ended December 31, 2021, our international revenue was 26% of our total revenue. We expect international sales to be a meaningful revenue contributor in future periods.

Seasonality

Given the purchasing patterns of our enterprise customers, we typically experience seasonality in terms of when we receive orders from our customers. Our customers often time their purchases and renewals of our solutions to coincide with their fiscal year end, which is typically June 30 or December 31. Because of these purchasing patterns, a greater percentage of our annual subscription revenue from term-based licenses, the revenue from which is recognized up front at the later of delivery or commencement of the license term, has come from our second and fourth quarters, rather than from other quarters. However, due to fluctuations in the economic environment resulting from COVID-19, we did not see our historical trends in seasonality for the years ended December 31, 2021 and 2020, where 26% and 25%, and 24% and 26% of our annual revenue was in our second and fourth quarters, respectively.



                              Key Business Metrics

In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.

Annual Recurring Revenue

ARR represents the annualized value of all subscription contracts as of the end of the period. ARR mitigates fluctuations due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. ARR only includes the annualized value of subscription contracts. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies.



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ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The table below sets forth our ARR as of the end of December 31, 2021 and 2020.



           December 31,               Change
         2021         2020          $         %

                 (dollars in thousands)
ARR    $ 312,726    $ 259,090    $ 53,636    21 %

Dollar-Based Net Retention Rate

To further illustrate the land and expand economics of our customer relationships, we examine the rate at which our customers increase their subscriptions for our solutions. Our dollar-based net retention rate measures our ability to increase revenue across our existing customer base through expanded use of our platform, offset by customers whose subscription contracts with us are not renewed or renew at a lower amount.

We calculate our dollar-based net retention rate as of the end of a reporting period as follows:

? Numerator. We measure ending ARR for the current reporting period from

customers with associated ending ARR for the same period last year.

? Denominator. We measure ending ARR for the same period last year.

The quotient obtained from this calculation is our dollar-based net retention rate. Our dollar-based net retention rates were 112% and 108% at December 31, 2021 and 2020, respectively. We believe our ability to cross-sell our new solutions to our installed base, particularly MFA, API Intelligence, Fraud Detection, Orchestration, Risk Management, Dynamic Authorization and Identity Verification, will continue to support our high dollar-based net retention rate.

Large Customers

We believe that our ability to increase the number of customers on our platform, particularly the number of customers with greater than ARR of $1,000,000 and ARR of $250,000, demonstrates our focus on the large enterprise market and our penetration within those enterprises. Increasing awareness of our platform, further developing our sales and marketing expertise and channel partner ecosystem, and continuing to build solutions that address the unique identity needs of large enterprises have increased our number of large customers across industries. We believe there are significant upsell and cross-sell opportunities within our customer base by expanding the number of use cases, adding additional identities and selling new solutions.

At December 31, 2021, we had 71 customers with greater than $1,000,000 in ARR, an increase of 39% from 51 customers at December 31, 2020. Additionally, our customers with ARR of $250,000 or more increased from 260 at December 31, 2020 to 315 at December 31, 2021, representing a growth rate of 21%.



                          Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by



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other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

Free Cash Flow

Free Cash Flow is a supplemental measure of liquidity that is not made under GAAP and that does not represent, and should not be considered as, an alternative to cash flow from operations, as determined by GAAP. We define Free Cash Flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized software development costs.

We use Free Cash Flow as one measure of the liquidity of our business. We believe that Free Cash Flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after the purchases of property and equipment and capitalized software development costs, can be used for strategic initiatives, including investing in our business and selectively pursuing acquisitions and strategic investments. We further believe that historical and future trends in Free Cash Flow, even if negative, provide useful information about the amount of cash generated (or consumed) by our operating activities that is available (or is not available) to be used for strategic initiatives. For example, if Free Cash Flow is negative, we may need to access cash reserves or other sources of capital to invest in strategic initiatives. We also believe that the use of Free Cash Flow enables us to more effectively evaluate our liquidity period-over-period and relative to our competitors.

A reconciliation of Free Cash Flow to net cash provided by operating activities, the most directly comparable GAAP measure, is as follows:



                                                 Year Ended December 31,
                                            2021           2020           2019

                                                      (in thousands)
Net cash provided by operating
activities                               $    41,656    $    22,375    $     5,795

Less:

Purchases of property and equipment (4,153) (2,595) (8,696) Capitalized software development costs

                                       (18,997)       (13,255)       (10,460)
Free Cash Flow                           $    18,506    $     6,525    $  (13,361)

Net cash used in investing activities $ (103,117) $ (48,320) $ (19,756) Net cash provided by (used in) financing activities

$   135,504    $   103,009    $   (2,020)
Cash paid for interest                   $     2,486    $     2,263    $    12,169

Free Cash Flow has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, Free Cash Flow does not represent the total increase or decrease in our cash balance for a given period. Because of these limitations, Free Cash Flow should not be considered as a replacement for cash flow from operations, as determined by GAAP, or as a measure of our profitability. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes.

Non-GAAP Gross Profit

Non-GAAP Gross Profit is a supplemental measure of operating performance that is not made under GAAP and that does not represent, and should not be considered as, an alternative to gross profit, as determined by GAAP. We define Non-GAAP Gross Profit as gross profit, adjusted for stock-based compensation expense and certain amortization expense of acquired intangible assets and software developed for internal use.

We use Non-GAAP Gross Profit to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operating plans. We believe



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that Non-GAAP Gross Profit is a useful measure to us and to our investors because it provides consistency and comparability with our past financial performance and between fiscal periods, as the metric generally eliminates the effects of the variability of amortization of acquired intangibles and internal-use software and stock-based compensation expense from period to period, which may fluctuate for reasons unrelated to overall operating performance. We believe that the use of this measure enables us to more effectively evaluate our performance period-over-period and relative to our competitors.

A reconciliation of Non-GAAP Gross Profit to gross profit, the most directly comparable GAAP measure, is as follows:



                                         Year Ended December 31,
                                      2021         2020         2019

                                              (in thousands)
Gross profit                        $ 204,567    $ 175,378    $ 187,194
Amortization expense                   26,947       20,269       16,338

Stock-based compensation expense 3,446 1,072 221 Non-GAAP Gross Profit

$ 234,960    $ 196,719    $ 203,753

Non-GAAP Gross Profit has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, Non-GAAP Gross Profit should not be considered as a replacement for gross profit, as determined by GAAP, or as a measure of our profitability. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures only for supplemental purposes.



                      Components of Results of Operations

Revenue

We recognize revenue under ASC 606 when our customer obtains control of goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

We derive revenue primarily from sales of subscriptions for our solutions to new and existing customers and, to a lesser extent, sales of professional services.

Subscription. Subscription revenue includes subscription term-based license revenue for solutions deployed on-premise within the customer's IT infrastructure or in a third-party cloud of their choice, subscription maintenance and support revenue from such deployments, and SaaS subscriptions, which give customers the right to access our SaaS-based solutions. We typically invoice subscription fees annually in advance. Subscription term-based license revenue is recognized upon transfer of control of the software, which occurs at delivery or when the license term commences, if later. All of our maintenance and support revenue and revenue from SaaS subscriptions is recognized ratably over the term of the applicable agreement.

For the years ended December 31, 2021 and 2020, 58% and 59%, respectively, of our revenue was from subscription term-based licenses. We expect that a majority of our revenue will be from subscription term-based licenses for the foreseeable future. Changes in period-over-period subscription revenue growth are primarily impacted by the following factors:

? the type of new and renewed subscriptions (i.e., term-based or SaaS); and

? the duration of new and renewed term-based subscriptions.

While the number of new and increased subscriptions during a period impacts our subscription revenue growth, the type and duration of those subscriptions has a significantly greater impact on the amount and timing of revenue recognized in a period. Subscription revenue from term-based licenses is recognized at the beginning



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of the subscription term, while subscription revenue from SaaS and maintenance and support is recognized ratably over the subscription term. As a result, our revenue may fluctuate due to the timing of term-based licensing transactions. In addition, keeping other factors constant, when the percentage of subscription term-based licenses to total subscriptions sold or renewed in a period increases relative to the prior period, revenue growth will increase. Conversely, when the percentage of subscription SaaS and maintenance and support to total subscriptions sold or renewed in a period increases, revenue growth will generally decrease. Additionally, a multi-year subscription term-based license will generally result in greater revenue recognition up front relative to a one-year subscription term-based license. Therefore, keeping other factors constant, revenue growth will also trend higher in a period where the percentage of multi-year subscription term-based licenses to total subscription term-based licenses increases. In the year ended December 31, 2021, as customers elected longer contract durations in response to the strengthening economic outlook and easing of COVID-19 restrictions, multi-year subscription term-based license revenue increased as a percentage of total subscription term-based license revenue, which resulted in higher revenue growth. There is no guarantee that our customers will continue electing contracts with longer durations in future periods even if economic conditions continue to improve.

Professional Services and Other. Professional services and other revenue consists primarily of fees from professional services provided to our customers and partners to configure and optimize the use of our solutions, as well as training services related to the configuration and operation of our solutions. Our professional services are generally priced on a time and materials basis, which is generally invoiced monthly and for which revenue is recognized as the services are performed. Revenue from our training services and sponsorship fees is recognized on the date the services are complete. Over time, we expect our professional services revenue to remain relatively stable as a percentage of total revenue.

Cost of Revenue

Subscription. Subscription cost of revenue consists primarily of employee compensation costs for employees associated with supporting our subscription arrangements and certain third-party expenses. Employee compensation and related costs include cash compensation and benefits to employees, stock-based compensation, costs of third-party contractors and associated overhead costs. Third-party expenses consist of cloud infrastructure costs and other expenses directly associated with our customer support. We expect our subscription cost of revenue to increase in absolute dollars to the extent our subscription revenue increases.

Professional Services and Other. Professional services and other cost of revenue consists primarily of employee compensation costs directly associated with delivery of professional services and training, including stock-based compensation, costs of third-party contractors, and facility rental charges and other associated overhead costs. We expect our professional services and other cost of revenue to increase in absolute dollars relative to the growth of our business.

Amortization Expense. Amortization expense consists of amortization of developed technology and internal-use software.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as depreciation and amortization. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, payroll taxes and stock-based compensation expense.

Sales and Marketing. Sales and marketing expenses consist primarily of employee compensation costs, sales commissions, costs of general marketing and promotional activities, travel-related expenses and allocated overhead. Certain sales commissions earned by our sales force on subscription contracts are deferred and amortized over the period of benefit, which is generally four years. We expect to continue to invest in our sales force domestically and internationally, as well as in our channel relationships. We expect our sales and



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marketing expenses to increase on an absolute dollar basis and continue to be our largest operating expense category for the foreseeable future.

Research and Development. Research and development expenses consist primarily of employee compensation costs, allocated overhead and software and maintenance expenses. We will continue to invest in innovation and offer our customers new solutions to enhance our existing platform and expect such investment to increase on an absolute dollar basis as our business grows.

General and Administrative. General and administrative expenses consist primarily of employee compensation costs for corporate personnel, such as those in our executive, human resource, legal, facilities, accounting and finance, information security and information technology departments. In addition, general and administrative expenses include third-party professional fees, as well as all other supporting corporate expenses not allocated to other departments. General and administrative expense also includes acquisition-related expenses, which primarily consist of third-party expenses related to business acquisitions, such as professional services and legal fees.

We expect our general and administrative expenses to increase on an absolute dollar basis as our business grows. Also, we expect to incur additional general and administrative expenses as a result of continuing to operate as a public company, including costs related to maintaining the effectiveness of our internal control over financial reporting, including accounting-related costs and significant management oversight, costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and increased expenses for insurance, investor relations and professional services.

Depreciation and Amortization. Depreciation and amortization expense consists primarily of depreciation of our fixed assets and amortization of finite-lived acquired intangible assets such as customer relationships, trade names and non-compete agreements.

Other Income (Expense)

Interest Expense. Interest expense consists primarily of interest payments on our outstanding borrowings under our credit facilities as well as the amortization of associated deferred financing costs. See "- Liquidity and Capital Resources - Senior Secured Credit Facilities."

Other Income (Expense), Net. Other income (expense), net primarily consists of gains and losses from transactions denominated in a currency other than the functional currency, interest income and other income (expense). As we have expanded our international operations, our exposure to fluctuations in foreign currencies has increased, and we expect this to continue.

Benefit (Provision) for Income Taxes

Benefit (provision) for income taxes consists primarily of income taxes related to U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business.



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                             Results of Operations

The following table sets forth our consolidated statements of operations data
for the periods indicated:

                                                 Year Ended December 31,
                                            2021           2020           2019

                                                      (in thousands)
Revenue:
Subscription                             $   279,294    $   224,131    $   225,345
Professional services and other               20,155         19,458         17,553
Total revenue                                299,449        243,589        242,898
Cost of revenue:
Subscription (exclusive of
amortization shown below)(1)                  43,515         30,797         24,044
Professional services and other
(exclusive of amortization shown
below)(1)                                     24,420         17,145         15,322
Amortization expense                          26,947         20,269         16,338
Total cost of revenue                         94,882         68,211         55,704
Gross profit                                 204,567        175,378        187,194
Operating expenses:
Sales and marketing(1)                       117,459         88,910         78,889
Research and development(1)                   78,512         48,934         46,016
General and administrative(1)                 71,581         47,198         38,293
Depreciation and amortization                 17,437         16,997         16,639
Gain on asset disposition                    (1,397)              -              -
Total operating expenses                     283,592        202,039        179,837
Income (loss) from operations               (79,025)       (26,661)          7,357
Other income (expense):
Interest expense                             (3,010)        (2,433)       (12,914)
Loss on extinguishment of debt                 (153)              -        (4,532)
Other income (expense), net                  (1,148)          2,947            363
Total other income (expense)                 (4,311)            514       (17,083)
Loss before income taxes                    (83,336)       (26,147)        (9,726)
Benefit for income taxes                      18,945         14,256          8,222
Net loss                                 $  (64,391)    $  (11,891)    $   (1,504)


______________________

(1) Includes stock-based compensation as follows:




                                                      Year Ended December 31,
                                                     2021        2020       2019

                                                           (in thousands)
Subscription cost of revenue                       $  1,735    $    675    $   141
Professional services and other cost of revenue       1,711         397         80
Sales and marketing                                  14,921       4,467      1,407
Research and development                             20,702       5,294      1,364
General and administrative                           16,731       5,791      3,340
Total                                              $ 55,800    $ 16,624    $ 6,332


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The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenue for the periods indicated:



                                                   Year Ended December 31,
                                            2021              2020            2019

Revenue:


Subscription                                   93 %              92 %            93 %
Professional services and other                 7                 8               7
Total revenue                                 100               100             100
Cost of revenue:
Subscription (exclusive of
amortization shown below)                      15                13              10
Professional services and other
(exclusive of amortization shown
below)                                          8                 7               6
Amortization expense                            9                 8               7
Total cost of revenue                          32                28              23
Gross profit                                   68                72              77
Operating expenses:
Sales and marketing                            38                37              32
Research and development                       26                20              19
General and administrative                     24                19              16
Depreciation and amortization                   6                 7               7
Gain on asset disposition                       -                 -               -
Total operating expenses                       94                83              74
Income (loss) from operations                (26)              (11)               3
Other income (expense):
Interest expense                              (2)               (1)             (5)
Loss on extinguishment of debt                  -                 -             (2)
Other income (expense), net                     -                 1               -
Total other income (expense)                  (2)                 -             (7)
Loss before income taxes                     (28)              (11)             (4)
Benefit for income taxes                        6                 6               3
Net loss                                     (22) %             (5) %           (1) %


            Comparison of the Years Ended December 31, 2021 and 2020

Revenue

                                         Year Ended
                                       December 31,               Change
                                     2021         2020          $         %

                                             (dollars in thousands)
Revenue:
Subscription                       $ 279,294    $ 224,131    $ 55,163    25 %

Professional services and other 20,155 19,458 697 4 Total revenue

$ 299,449    $ 243,589    $ 55,860    23 %


Total revenue increased by $55.9 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The revenue growth was primarily attributable to an increase in subscription revenue of $55.2 million, discussed further below. The remaining growth was attributable to an increase in professional services and other revenue of $0.7 million primarily due to an increase in event sponsorship revenue from our live Identiverse conference in the second quarter of 2021, which was conducted virtually in the prior year as a result of COVID-19.



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The table below sets forth the components of subscription revenue for the years ended December 31, 2021 and 2020.



                                                     Year Ended
                                                   December 31,               Change
                                                 2021         2020          $         %

                                                         (dollars in thousands)
Subscription:

Multi-year subscription term-based licenses $ 110,044 $ 86,578 $ 23,466 27 % 1-year subscription term-based licenses

           62,468       57,966       4,502     8
Subscription term-based licenses                 172,512      144,544      27,968    19
Subscription SaaS                                 57,617       38,072      19,545    51
Maintenance and support                           49,165       41,515       7,650    18
Total subscription revenue                     $ 279,294    $ 224,131    $ 55,163    25 %

Subscription revenue increased 25%, or $55.2 million, in the year ended December 31, 2021 compared to the year ended December 31, 2020. Total subscription revenue increased as a result of a greater amount of new and renewing subscriptions in the year ended December 31, 2021 compared to the year ended December 31, 2020. Remaining changes in subscription revenue were due to the changes in subscription type and duration, described further below.

Change in subscription type. The following table sets forth the components of subscription revenue expressed as a percentage of total subscription revenue:



                                       Year Ended
                                      December 31,       Change
                                     2021       2020        %
Subscription term-based licenses      62 %       64 %      (2) %
Subscription SaaS                     21         17          4
Maintenance and support               17         19        (2)
Total subscription revenue           100 %      100 %

Subscription term-based license revenue as a percentage of subscription revenue decreased from 64% in the year ended December 31, 2020 to 62% in the year ended December 31, 2021. Subscription SaaS as a percentage of total subscription revenue increased from 17% in the year ended December 31, 2020 to 21% in the year ended December 31, 2021. Maintenance and support as a percentage of total subscription revenue decreased from 19% in the year ended December 31, 2020 to 17% in the year ended December 31, 2021.

Additionally, subscription SaaS revenue increased by 51%, or $19.5 million in the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in subscription SaaS revenue overall, and as a percentage of total subscription revenue, was primarily driven by the increased adoption of our SaaS solutions, which resulted in greater deferral of revenue from subscriptions entered into or renewed in the year ended December 31, 2021 compared to the year ended December 31, 2020. As our business moves increasingly to SaaS, our investments have followed, with a higher percentage of investment shifting to SaaS as well as maintenance and support of our software. We expect subscription SaaS and maintenance and support to continue to increase as a percentage of total subscription revenue in future periods as adoption of our SaaS solutions increases, as well as to reflect additional value ascribed to our software maintenance and support obligations, resulting in greater deferral of revenue in the period in which the subscription is contracted.

Change in term-based subscription duration. The following table sets forth the components of subscription term-based licenses expressed as a percentage of total subscription term-based license revenue:



                                                  Year Ended
                                                 December 31,       Change
                                                2021       2020        %

Multi-year subscription term-based licenses 64 % 60 % 4 % 1-year subscription term-based licenses 36 40 (4) Total subscription term-based licenses 100 % 100 %




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Multi-year subscription term-based license revenue as a percentage of total subscription term-based license revenue increased from 60% in the year ended December 31, 2020 to 64% in the year ended December 31, 2021. This resulted in more upfront revenue recognition from multi-year subscriptions entered into or renewed during the year ended December 31, 2021 as compared to the year ended December 31, 2020, as customers elected longer contract durations in response to the strengthening economic outlook and easing of COVID-19 restrictions during the year ended December 31, 2021. There is no guarantee that our customers will continue electing contracts with longer durations in future periods even if economic conditions continue to improve.



Cost of Revenue

                                           Year Ended
                                         December 31,                    Change
                                       2021          2020           $             %

                                                   (dollars in thousands)
Cost of revenue:
Subscription (exclusive of
amortization shown below)           $   43,515    $   30,797    $   12,718          41 %
Professional services and other
(exclusive of amortization shown
below)                                  24,420        17,145         7,275          42
Amortization expense                    26,947        20,269         6,678          33
Total cost of revenue               $   94,882    $   68,211    $   26,671          39 %

Subscription cost of revenue increased by $12.7 million, or 41%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. $4.1 million of the increase was primarily attributable to an increase in headcount to support the growth of our subscription SaaS offerings and ongoing maintenance for our expanding customer base. $7.1 million of the increase was attributable to an increase in cloud-based hosting and management costs largely associated with the increased adoption of our solutions. $1.1 million of the increase was attributable to an increase in stock-based compensation.

Professional services and other cost of revenue increased by $7.3 million, or 42%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. $5.7 million of the increase was primarily attributable to an increase in headcount and an increase in partner-related costs to support the growth in our business. $1.3 million of the increase was attributable to an increase in stock-based compensation.

Amortization expense increased by $6.7 million, or 33%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The year-over-year increase was attributable primarily to increases in the amortization of developed technology resulting from our acquisitions in 2020 and 2021 of $3.7 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020. See further discussion of these acquisitions in Note 7 of our condensed consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. The remaining increase in amortization expense was primarily related to an increase in the amortization of our capitalized software of $3.3 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase in capitalized software was driven by an increase in employee costs capitalized as software development costs as a result of our ongoing investment in developing our SaaS services.



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Operating Expenses

                                       Year Ended
                                     December 31,                Change
                                   2021         2020           $          %

                                            (dollars in thousands)
Sales and marketing              $ 117,459    $  88,910    $  28,549     32 %
Research and development            78,512       48,934       29,578     60

General and administrative 71,581 47,198 24,383 52 Depreciation and amortization 17,437 16,997 440 3 Gain on asset disposition (1,397)

            -      (1,397)    N/M

Total operating expenses $ 283,592 $ 202,039 $ 81,553 40 %

Sales and Marketing. Sales and marketing expenses increased by $28.5 million, or 32%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. $11.8 million of the increase was primarily attributable to an increase in headcount related to the expansion of our sales force and our marketing department. $10.5 million of the increase was attributable to an increase in stock-based compensation expense. The increase in stock-based compensation expense was primarily related to equity awards granted in 2021 as well as expense recognized for the options and restricted stock units subject to performance and market conditions determined to be probable of vesting in the second quarter of 2021 ("market-based options" and "market-based PSUs"), as further described in Note 12 of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Additionally, promotional and partner and consulting expenses increased by $6.5 million primarily due to additional spend around branding and awareness campaigns and the live Identiverse conference held in the second quarter of 2021.

Research and Development. Research and development expenses increased by $29.6 million, or 60%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. $15.8 million was compensation related and primarily the result of an increase in headcount to enhance and expand our solutions. $15.4 million of the increase was attributable to an increase in stock-based compensation expense primarily related to the conversion of previously outstanding LTIP awards into time-based vesting RSUs in the first quarter of 2021, along with expense recognized for market-based PSUs and equity awards granted in 2021. Partner and consulting costs increased $3.8 million primarily to support the design and growth of our SaaS offerings. The increase in research and development expense was offset by an increase of $7.1 million related to employee costs that were capitalized as software development costs in the year ended December 31, 2021 as compared to December 31, 2020. $1.5 million of the increase was primarily due to an increase in cloud-based hosting costs largely associated with the development and configuration of our cloud-based solutions.

General and Administrative. General and administrative expenses increased by $24.4 million, or 52%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. $10.9 million of the increase was attributable to an increase in stock-based compensation expense primarily related to market-based PSUs and options, and equity awards granted in 2021. $7.5 million of the increase was primarily attributable to an increase in headcount to support growth in our business. Additionally, we incurred $1.6 million in connection with the termination of a government grant program as a result of the merger of two international subsidiaries, and consulting costs increased by $1.0 million, primarily due to expenses incurred related to strategic planning. The remaining increase was primarily due to general operating costs incurred to support growth in our business.

Depreciation and Amortization. Depreciation and amortization expense remained substantially the same during the year ended December 31, 2021 compared to the year ended December 31, 2020.

Gain on Asset Disposition. In December 2021, the Company sold certain assets and liabilities associated with the Identiverse conference, the industry leading annual identity conference founded by Ping Identity, as further described in Note 7 of our consolidated financial statements inluced in Part II, Item 8 of this Annual Report on Form 10-K. The sale resulted in a gain on asset disposition of $1.4 million during the year ended December 31, 2021.



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Other Income (Expense)

                                        Year Ended
                                      December 31,                 Change
                                    2021         2020           $           %

                                              (dollars in thousands)
Interest expense                  $ (3,010)    $ (2,433)    $   (577)       24 %
Loss on extinguishment of debt        (153)            -        (153)      N/M

Other income (expense), net (1,148) 2,947 (4,095) (139) Total other income (expense) $ (4,311) $ 514 $ (4,825) (939) %

Interest Expense. Interest expense increased by $0.6 million, or 24%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was attributable primarily to the new credit agreement entered into in November 2021 as described in Note 9 of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Under the new credit agreement, we have a $300 million term loan and a revolving credit facility with a total borrowing capacity of $150 million. The new $300 million term loan drove the period-over-period increase in the weighted average interest rate, from 1.8% for the year ended December 31, 2020 to 2.9% for the year ended December 31, 2021.

Loss on Extinguishment of Debt. During the year ended December 31, 2021, we recorded a loss on extinguishment of debt of $0.2 million as a result of the refinancing of our debt in November 2021. There was no similar loss during the year ended December 31, 2020.

Other Income (Expense), Net. Other income (expense), net decreased by $4.1 million from other income of $2.9 million in the year ended December 31, 2020 to other expense of $1.1 million in the year ended December 31, 2021. The decrease was attributable primarily to a change in the amount of foreign currency gains and losses, from a gain of $2.7 million in the year ended December 31, 2020 compared to a loss of $1.2 million in the year ended December 31, 2021.

Benefit (Provision) for Income Taxes



                                 Year Ended
                               December 31,             Change
                              2021        2020         $        %

                                    (dollars in thousands)
Benefit for income taxes    $ 18,945    $ 14,256    $ 4,689    33 %

Our benefit for income taxes was $18.9 million and $14.3 million for the year ended December 31, 2021 and 2020, respectively. The increase in our benefit for income taxes in 2021 compared to 2020 was primarily driven by a larger pre-tax loss in 2021 as compared to 2020, the release of a foreign valuation allowance, and an increase in R&D and other credits recorded in the year ended December 31, 2021. The increase in tax benefit for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was partially offset by a valuation allowance recorded against our U.S. deferred tax assets during the first quarter of 2021.



                        Liquidity and Capital Resources

General

As of December 31, 2021, our principal sources of liquidity were cash and cash equivalents totaling $220.6 million, which were held for working capital purposes. As of December 31, 2021, our cash equivalents were comprised of money market funds. During the years ended December 31, 2021 and 2020, our positive cash flows from operations have enabled us to make continued investments in supporting the growth of our business. We expect that our operating cash flows, in addition to our cash and cash equivalents, will enable us to continue to make such investments in the future. We expect our operating cash requirements to increase in the near future as we continue to invest in key initiatives to drive the Company's growth toward the cloud.



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However, we expect our long-term operating cash flows to improve as we increase our operational efficiency and realize benefits from cash investments.

We have financed our operations primarily through cash received from operations and proceeds from our debt and equity financings. We believe our existing cash and cash equivalents, our 2021 Credit Facilities and cash provided by sales of our solutions and services will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on several factors, including but not limited to our obligation to repay any amounts outstanding under our 2021 Credit Agreement, our subscription growth rate, subscription renewal activity, billing frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced solutions, the continuing market adoption of our platform, and the continuing effects of the COVID-19 pandemic, including potential reductions in revenue and delays in payments from our customers and partners. In the future, we may enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, this could reduce our ability to compete successfully and harm our results of operations.

A majority of our customers pay in advance for annual subscriptions, a portion of which is recorded as deferred revenue. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is later recognized as revenue in accordance with our revenue recognition policy. As of December 31, 2021, we had deferred revenue of $77.5 million, of which $72.0 million was recorded as a current liability and is expected to be recognized as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

Senior Secured Credit Facilities

On November 23, 2021, in connection with the refinancing of our 2019 Credit Facilities, we entered into the 2021 Credit Agreement providing for (a) a new term loan B facility consisting of an aggregate principal amount of $300 million (the "2021 Term Loan Facility" and the loans thereunder, the "2021 Term Loans") and (b) a new revolving line of credit facility in an aggregate principal amount of $150 million (the "2021 Revolving Facility" and together with the 2021 Term Loan Facility, the "2021 Credit Facilities).

The 2021 Term Loans mature on November 23, 2028. Amortization payments on the 2021 Term Loans are equal to 0.25% of the initial aggregate principal amount of the 2021 Term Loans, payable at the end of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2022. The 2021 Revolving Facility matures on November 23, 2026. There were no amounts drawn under the 2021 Revolving Facility as of December 31, 2021.

Under the terms of the 2021 Credit Agreement, Holdings and its restricted subsidiaries are required to maintain a total net leverage ratio (as calculated pursuant to the 2021 Credit Agreement) (i) commencing with the fiscal quarter ending June 30, 2022 and through and including the fiscal quarter ending March 31, 2024, of no more than 5.00:1.00 and (ii) commencing with the fiscal quarter ending June 30, 2024 and each fiscal quarter thereafter, of no more than 4.00:1.00. As of December 31, 2021, we were in compliance with all financial covenants.

See additional discussion of the 2021 Credit Facilities in in Note 9 of our condensed consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.



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Cash Flows

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated.



                                                       Year Ended December 31,
                                                       2021                2020

                                                            (in thousands)

Net cash provided by operating activities $ 41,656 $ 22,375 Net cash used in investing activities

                   (103,117)           (48,320)
Net cash provided by (used in) financing
activities                                                135,504            103,009
Effect of exchange rate changes on cash and
cash equivalents and restricted cash                          347              1,049
Net increase (decrease) in cash and cash
equivalents and restricted cash                   $        74,390     $       78,113
Cash and cash equivalents and restricted cash
at beginning of period                                    146,499             68,386
Cash and cash equivalents and restricted cash
at end of period                                  $       220,889     $      146,499


Operating Activities

Our largest source of operating cash is cash collections from our customers for subscriptions and professional services. Our primary uses of cash from operating activities are for employee-related expenditures, marketing expenses and third-party hosting costs.

For the year ended December 31, 2021, net cash provided by operating activities was $41.7 million, reflecting our net loss of $64.4 million, adjusted for non-cash charges of $90.1 million and net cash inflows of $16.0 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation, amortization of deferred commissions, depreciation and amortization of property and equipment and intangible assets and deferred income taxes. The primary drivers of the changes in operating assets and liabilities related to a $12.4 million increase in accrued compensation primarily due to an increase in incentive compensation in the current year, a $24.8 million increase in deferred revenue driven by the timing of revenue recognition, a decrease of $2.7 million in contract assets due to the issuance of invoices and the timing of revenue recognition, and an increase of $2.4 million in accrued expenses and other liabilities due to the timing of cash disbursements. These were partially offset by a $24.7 million increase in deferred commissions and a $2.7 million increase in other assets primarily due to the timing of payment of long-term prepaid balances.

For the year ended December 31, 2020, net cash provided by operating activities was $22.4 million, reflecting our net loss of $11.9 million, adjusted for non-cash charges of $47.4 million and net cash outflows of $13.1 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation, amortization of deferred commissions, depreciation and amortization of property and equipment and intangible assets and deferred income taxes. The primary drivers of the changes in operating assets and liabilities related to an $14.7 million increase in accounts receivable due to the timing of receipt of payment from our customers, an increase of $10.3 million in deferred commissions due to an increase in the capitalization of commissions, as well as a $3.4 million decrease in accrued compensation and a $3.3 million increase in prepaid expenses due to the timing of cash disbursements. These increases were partially offset by a $13.5 million decrease in contract assets due to the issuance of invoices and the timing of revenue recognition and a $4.9 million increase in deferred revenue due to an increase in deals signed in 2020 which were billed up front.



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Investing Activities

Net cash used in investing activities was $103.1 million and $48.3 million during the years ended December 31, 2021 and 2020, respectively, a increase of $54.8 million. The net increase is primarily attributable to the acquisitions of SecuredTouch and Singular Key in 2021 for a total of $80.0 million in cash as compared to the acquisitions of ShoCard and Symphonic in 2020 for a total of $32.5 million. The remaining increase was primarily related to an increase in the capitalization of internal-use software costs of $5.7 million and an increase in purchases of property and equipment of $1.6 million.

Financing Activities

Net cash provided by financing activities was $135.5 million during the year ended December 31, 2021 whereas net cash provided by financing activities was $103.0 million during the year ended December 31, 2020. During the first nine months of 2021, we repaid $110.0 million and drew down $80.0 million on our 2019 Revolving Credit Facility (as defined in Note 9 of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K). In November 2021, we refinanced our previously outstanding debt and repaid the outstanding $120.0 million on our 2019 Revolving Credit Facility. In connection with the execution of our 2021 Credit Facilities, we received proceeds of $300.0 million and paid $8.1 million in debt issuance costs. Additionally, during the year ended December 31, 2021, proceeds received from option exercises decreased by $7.2 million and payments for tax withholding on equity awards increased by $4.1 million. Conversely, during the year ended December 31, 2020, our primary cash inflows related to the draw down on our 2019 Revolving Credit Facility of $97.8 million that occurred in March 2020.





                           Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we previously entered into indemnification agreements with our directors and certain officers and employees that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.



                         Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.

The estimates used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. The accounting estimates which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below. Refer to "Note 2 - Summary of Significant Accounting Policies" to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more detailed information regarding our significant accounting policies.



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Acquisitions and Identifiable Intangible Assets

We account for acquired businesses using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The fair value of identifiable intangible assets is based on significant judgments and estimates made by management. We typically engage third-party valuation appraisal firms to assist in determining the fair values of the assets acquired. Such valuations require us to make significant estimates and assumptions. These estimates and assumptions are based on historical experience and information obtained from the management of the acquired companies, and also include, but are not limited to, future expected cash flows earned from the product-related technology and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

Stock Options and Restricted Stock Units

We have granted certain awards to our employees, including stock options and restricted stock units, that are subject to market and performance conditions for which we are required to assess the probability of vesting. These awards will vest following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista realizing a cash return on its investment in the Company equaling or exceeding $1.491 billion. At each reporting period, we estimated the probability of these awards meeting the conditions noted above based on historical experience, market conditions contributing to forecasted future share prices of our common stock and information obtained from management and Vista regarding the sale of shares.

When the vesting of the awards became probable during the second quarter of 2021, the Company began to recognize stock-based compensation expense for the options and restricted stock units subject to market and performance conditions on a graded vesting basis over the term of the award.

The assumptions used in determining when the probability threshold is met reflect our best estimates but involve uncertainties related to market and other conditions, many of which are outside our control. As the determination of probability has a direct impact on the pattern of recognition of compensation expense associated with these awards, changes in our assumptions may affect the amount of compensation expense we recognize in a given period.



                        Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see "Note 2 - Summary of Significant Accounting Policies - Recent Accounting Pronouncements" to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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