Unless the context requires otherwise, references in this report to "Ping Identity," the "Company," "we," "us" and "our" refer to Ping Identity Holding Corp. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 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: Single Sign-On ("SSO"), Multi-Factor Authentication ("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

While the impact of the COVID-19 pandemic is lessening, new COVID-19 variants are causing continued concern, and the pandemic is not over. To date, we have seen limited effects on the Company's annual results of operations and overall financial performance as a result of COVID-19. As noted below in "Key Factors Affecting Our Performance-Seasonality," typical seasonal fluctuations in our revenue have changed as a result of the COVID-19 pandemic. However, if the severity of the economic disruptions increase as the COVID-19 pandemic continues, the negative financial impact could be greater in future periods than in the first fiscal quarter ended March 31, 2022.

The effects of the continued outbreak of COVID-19 and related government responses may include disruptions of sales channels, marketing activities and supply chains, and 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



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financial performance, and the full effects of COVID-19 may not be fully reflected in our results of operations and overall financial performance until future periods, and such effect is uncertain.

In addition, our condensed 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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 COVID-19. We will continue to evaluate the nature and extent of the impact to our business and our condensed 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 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 Identity and Access Management 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



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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 annual recurring revenue ("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 quarter ended March 31, 2022, our international revenue was 22% 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 year ended December 31, 2021, where 26% and 25% 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 neutralizes 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. 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 March 31, 2022 and 2021.



             March 31,                Change
         2022         2021          $         %

                 (dollars in thousands)
ARR    $ 323,494    $ 266,274    $ 57,220    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.



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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 rate was 114% at March 31, 2022. 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 ARR greater than $250,000, demonstrates our focus on the large enterprise market and our penetration within those enterprises. Historically, 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.

Our customers with ARR over $250,000 increased from 265 at March 31, 2021 to 321 at March 31, 2022, representing a year-over-year 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 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.



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



                                                         Three Months Ended
                                                             March 31,
                                                         2022        2021

                                                           (in thousands)

Net cash provided by (used in) operating activities $ (3,284) $ 24,087 Less: Purchases of property and equipment

                        (809)        (953)
Capitalized software development costs                   (4,908)      (3,974)
Free Cash Flow                                         $ (9,001)  $    19,160
Net cash used in investing activities                  $ (5,721)  $   (4,927)

Net cash provided by (used in) financing activities $ 1,012 $ (109,788) Cash paid for interest

$   3,320  $       339

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 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:



                                    Three Months Ended
                                        March 31,
                                     2022         2021

Gross profit                      $   56,028    $ 48,138
Amortization expense                   8,516       5,809

Stock-based compensation expense 748 1,126 Non-GAAP Gross Profit

$   65,292    $ 55,073

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.



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                      Components of Results of Operations

Revenue

We recognize revenue under ASC 606. Under ASC 606, we recognize revenue 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 support and maintenance revenue from such deployments, and SaaS subscriptions, which give customers the right to access our cloud-hosted software 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 support and maintenance revenue and revenue from SaaS subscriptions is recognized ratably over the term of the applicable agreement.

For the three months ended March 31, 2022 and 2021, 52% and 60%, respectively, of our revenue was from subscription term-based licenses. 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 of the subscription term, while subscription revenue from SaaS and support and maintenance 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 support and maintenance 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 three months ended March 31, 2022, 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.



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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 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 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.



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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.



                             Results of Operations

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



                                                        Three Months Ended
                                                            March 31,
                                                     2022                2021

Revenue:
Subscription                                    $        80,200     $        64,216
Professional services and other                           4,491               4,728
Total revenue                                            84,691              68,944
Cost of revenue:
Subscription (exclusive of amortization shown
below)(1)                                                13,388               9,414
Professional services and other (exclusive of
amortization shown below)(1)                              6,759               5,583
Amortization expense                                      8,516               5,809
Total cost of revenue                                    28,663              20,806
Gross profit                                             56,028              48,138
Operating expenses:
Sales and marketing(1)                                   30,941              25,549
Research and development(1)                              20,467              21,702
General and administrative(1)                            16,231              14,455
Depreciation and amortization                             4,388               4,365
Total operating expenses                                 72,027              66,071
Loss from operations                                   (15,999)            (17,933)
Other expense:
Interest expense                                        (3,636)               (396)
Other expense, net                                        (804)               (872)
Total other expense                                     (4,440)             (1,268)
Loss before income taxes                               (20,439)            (19,201)
Benefit for income taxes                                    181               3,267
Net loss                                        $      (20,258)     $      (15,934)

(1) Includes stock-based compensation as follows:




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                                                    Three Months Ended
                                                        March 31,
                                                    2022            2021

Subscription cost of revenue                     $      467       $    535
Professional services and other cost of revenue         281            591
Sales and marketing                                   2,180          4,198
Research and development                              3,226          8,512
General and administrative                            1,974          3,103
Total                                            $    8,128       $ 16,939


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

                                                        Three Months Ended
                                                            March 31,
                                                     2022                2021
Revenue:
Subscription                                             95 %                93 %
Professional services and other                           5                   7
Total revenue                                           100                 100
Cost of revenue:
Subscription (exclusive of amortization
shown below)                                             16                  14
Professional services and other (exclusive
of amortization shown below)                              8                   8
Amortization expense                                     10                   8
Total cost of revenue                                    34                  30
Gross profit                                             66                  70
Operating expenses:
Sales and marketing                                      37                  37
Research and development                                 24                  31
General and administrative                               19                  21
Depreciation and amortization                             5                   6
Total operating expenses                                 85                  95
Loss from operations                                   (19)                (25)
Other expense:
Interest expense                                        (4)                 (1)
Other expense, net                                      (1)                 (1)
Total other expense                                     (5)                 (2)
Loss before income taxes                               (24)                (27)
Benefit for income taxes                                  -                   5
Net loss                                               (24) %              (22) %

Comparison of the Three Months Ended March 31, 2022 and 2021



Revenue

                                     Three Months Ended
                                         March 31,                Change
                                      2022         2021         $          %

Revenue:
Subscription                       $   80,200    $ 64,216    $ 15,984     25 %

Professional services and other 4,491 4,728 (237) (5) Total revenue

$   84,691    $ 68,944    $ 15,747     23 %


Total revenue increased by $15.7 million, or 23%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The revenue growth was attributable to an increase in subscription



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revenue of $16.0 million. This increase was partially offset by a decrease in professional services and other revenue of $0.2 million.

The table below sets forth the components of subscription revenue for the three months ended March 31, 2022 and 2021.



                                       Three Months Ended
                                           March 31,                     Change
                                       2022           2021           $             %

Subscription:
Multi-year subscription
term-based licenses                 $    32,782    $   23,838    $    8,944        38 %
1-year subscription term-based
licenses                                 11,528        17,344       (5,816)      (34)
Total subscription term-based
licenses                                 44,310        41,182         3,128         8
Subscription SaaS                        20,181        11,986         8,195        68
Maintenance and support                  15,709        11,048         4,661        42
Total subscription revenue          $    80,200    $   64,216    $   15,984        25

Subscription revenue increased 25%, or $16.0 million, in the three months ended March 31, 2022. Total subscription revenue increased as a result of a greater amount of new and renewing subscriptions in the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Changes to subscription revenue were primarily due to the following:

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



                                      Three Months Ended
                                          March 31,            Change
                                      2022           2021         %
Subscription term-based licenses        55 %           64 %      (9) %
Subscription SaaS                       25             19          6
Maintenance and support                 20             17          3
Total subscription revenue             100 %          100 %

Subscription term-based license revenue as a percentage of subscription revenue decreased from 64% in the three months ended March 31, 2021 to 55% in the three months ended March 31, 2022. Subscription SaaS as a percentage of total subscription revenue increased from 19% in the three months ended March 31, 2021 to 25% in the three months ended March 31, 2022. Maintenance and support as a percentage of total subscription revenue increased from 17% in the three months ended March 31, 2021 to 20% in the three months ended March 31, 2022.

Additionally, subscription SaaS revenue increased by 68%, or $8.2 million in the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Maintenance and support revenue increased by 42%, or $4.7 million in the three months ended March 31, 2022 compared to the three months ended March 31, 2021. 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. Subscription SaaS and maintenance have increased as a percentage of total subscription revenue as adoption of our SaaS solutions has increased, as well as to reflect an increase in the relative value attributable to our software maintenance and support obligations, resulting in greater deferral of revenue in the period in which the subscription is contracted. We expect this trend to continue in future periods.

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 licensed revenue:



                                                 Three Months Ended
                                                     March 31,            Change
                                                 2022           2021         %
Multi-year subscription term-based licenses        74 %           58 %       16 %
1-year subscription term-based licenses            26             42       (16)
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 58% in the three months ended March 31, 2021 to 74% in the three months ended March 31, 2022. This resulted in more upfront revenue recognition from multi-year subscriptions entered into or renewed during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, as customers elected longer contract durations in response to the strengthening economic outlook and easing of COVID-19 restrictions. There is no guarantee that our customers will continue electing contracts with longer durations in future periods even if economic conditions continue to improve.

Additionally, 1-year subscription term-based license revenue as a percentage of total subscription term-based license revenue decreased from 42% in the three months ended March 31, 2021 to 26% in the three months ended March 31, 2022. In addition to the shift to multi-year term-based licenses described above, this decrease is attributable to additional value ascribed to our software maintenance and support obligations as compared to license obligations in contracts with multiple performance obligations, resulting in a decrease in term-based license revenue recognized.



Cost of Revenue

                                       Three Months Ended
                                           March 31,                     Change
                                       2022           2021           $             %

Cost of revenue:
Subscription (exclusive of
amortization shown below)           $    13,388    $    9,414    $    3,974        42 %
Professional services and other
(exclusive of amortization shown
below)                                    6,759         5,583         1,176        21
Amortization expense                      8,516         5,809         2,707        47
Total cost of revenue               $    28,663    $   20,806    $    7,857        38 %

Subscription cost of revenue increased by $4.0 million, or 42%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. $1.8 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. $1.7 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.

Professional services and other cost of revenue increased by $1.2 million, or 21%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. $1.3 million of the increase was primarily attributable to an increase in headcount and and an increase in partner-related costs to support the growth in our business.

Amortization expense increased by $2.7 million, or 47%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The increase was attributable primarily to increases in the amortization of developed technology resulting from our acquisitions in 2021 of $1.9 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. See further discussion of these acquisitions in Note 7 of our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The remaining increase in amortization expense was primarily related to an increase in the amortization of our capitalized software of $1.1 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. 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

                                   Three Months Ended
                                       March 31,                 Change
                                    2022         2021          $          %

Sales and marketing              $   30,941    $ 25,549    $   5,392     21 %
Research and development             20,467      21,702      (1,235)    (6)
General and administrative           16,231      14,455        1,776     12
Depreciation and amortization         4,388       4,365           23      1

Total operating expenses $ 72,027 $ 66,071 $ 5,956 9 %

Sales and Marketing. Sales and marketing expenses increased by $5.4 million, or 21%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. $4.9 million of the increase was primarily related to an increase in headcount related to the expansion of our sales force and our marketing department. $1.7 million of the increase was due to an increase in travel and other event-related costs as COVID-19 restrictions continued to ease. These increases were partially offset by a $2.0 million decrease in stock-based compensation expense primarily related to expense recognized for the conversion of previously outstanding LTIP awards into RSUs during the first quarter of 2021. The remaining increase was primarily due to additional expenses incurred to support branding and awareness campaigns.

Research and Development. Research and development expenses decreased by $1.2 million, or 6%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. $5.3 million of the decrease was related to a decrease in in stock-based compensation expense primarily related to expense recognized for the conversion of previously outstanding LTIP awards into RSUs during the first quarter of 2021, along with an increase of $1.0 million related to employee costs that were capitalized as software development costs in the three months ended March 31, 2022 as compared to March 31, 2021. These decreases were partially offset by an increase of $3.5 million related to an increase in headcount to enhance and expand our solutions, and an increase of $0.8 million in cloud-based hosting costs largely associated with the development and configuration of our cloud-based solutions. The remaining increase was primarily due to an increase in partner and consulting costs incurred to support the design and growth of our SaaS offerings.

General and Administrative. General and administrative expenses increased by $1.8 million, or 12%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. $2.7 million of the increase was primarily attributable to an increase in headcount to support growth in our business. This increase was partially offset by a decrease of $1.1 million in stock-based compensation expense primarily related to expense recognized for the conversion of previously outstanding LTIP awards into RSUs during the first quarter of 2021.

Depreciation and Amortization. Depreciation and amortization expense remained substantially the same for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.



Other Income (Expense)

                                  Three Months Ended
                                      March 31,                 Change
                                  2022         2021           $          %

Interest expense                $ (3,636)    $   (396)    $ (3,240)    818 %
Other income (expense), net         (804)        (872)           68    (8)

Total other income (expense) $ (4,440) $ (1,268) $ (3,172) 250 %

Interest Expense. Interest expense increased by $3.2 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The increase was attributable primarily to the increase in our average debt outstanding during the first quarter of 2022 as compared to 2021. An increase in the weighted average interest rate, from 1.4% for the three months ended March 31, 2021 to 4.3% for the three months ended March 31, 2022, also contributed to the increase in interest expense during the period.



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Other Income (Expense), Net. Other income (expense), net remained substantially the same for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Benefit for Income Taxes



                               Three Months Ended
                                   March 31,                  Change
                              2022          2021            $          %

Benefit for income taxes $ 181 $ 3,267 $ (3,086) (94) %

For the three months ended March 31, 2022 and 2021, we recorded a benefit for income taxes of $0.2 million and $3.3 million, respectively. The decrease in the tax benefit for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021 primarily relates to a valuation allowance recorded against our deferred tax assets in the three months ended March 31, 2022. This decrease was offset by a larger expected pre-tax loss in 2022 as compared to 2021, along with an increase in R&D and other credits recorded in the three months ended March 31, 2022.



                        Liquidity and Capital Resources

General

As of March 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $213.3 million, which were held for working capital purposes, and borrowing availability under our 2021 Revolving Credit Facility as described below. As of March 31, 2022, our cash equivalents were comprised of money market funds. 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. 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 and beyond. 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. 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 March 31, 2022, we had deferred revenue of $74.7 million, of which $70.4 million was recorded as a current liability and is expected to be recorded 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



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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 March 31, 2022.

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 March 31, 2022, we were in compliance with all financial covenants.

See additional discussion of the 2021 Credit Facilities in Note 9 of our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Cash Flows

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



                                                                Three Months Ended March 31,
                                                                  2022               2021

                                                                       (in thousands)

Net cash provided by (used in) operating activities $ (3,284) $ 24,087 Net cash used in investing activities

                               (5,721)              (4,927)
Net cash provided by (used in) financing activities                   1,012            (109,788)
Effect of exchange rate changes on cash and cash
equivalents and restricted cash                                         717                (111)

Net decrease in cash and cash equivalents and restricted cash

$      (7,276)    $        (90,739)
Cash and cash equivalents and restricted cash at
beginning of period                                                 220,889              146,499
Cash and cash equivalents and restricted cash at end of
period                                                       $      213,613    $          55,760


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 three months ended March 31, 2022, net cash used in operating activities was $3.3 million, reflecting our net loss of $20.3 million, adjusted for non-cash charges of $24.3 million and net cash outflows of $7.3 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation, amortization of deferred commissions, and depreciation and amortization of property and equipment and intangible assets. The primary drivers of the changes in operating assets and liabilities related to a $2.8 million decrease in deferred revenue driven by the timing of revenue recognition, a $3.7 million increase in deferred commissions, a $3.9 million increase in prepaid expenses and other current assets, a $3.7 million increase in other assets, and a $10.6 million decrease in accrued compensation related to the timing of cash disbursements to our employees. These were partially offset by an $8.6 million decrease in accounts receivable due to the timing of collection of payment from our customers, a $4.0 million decrease in contract assets due to the issuance of invoices and the timing of revenue recognition, and a $5.3 million increase in accounts payable.

During the three months ended March 31, 2021, net cash provided by operating activities was $24.1 million due to our net loss of $15.9 million that was adjusted for non-cash charges of $25.8 million and net cash inflows



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of $14.2 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, intangible assets, operating leases and deferred income taxes. The primary drivers of the changes in operating assets and liabilities related to a $16.6 million decrease in accounts receivable due to the timing of collection of payment from our customers, a $4.1 million decrease in contract assets due to the issuance of invoices and the timing of revenue recognition, a $2.5 million decrease in prepaid expenses and other current assets primarily related to a reduction in our prepaid expenses during the three months ended March 31, 2021, and a $1.7 million increase in accrued expenses and other liabilities due to the timing of cash disbursements. These were partially offset by a $3.0 million decrease in deferred revenue driven by the timing of revenue recognition, a $2.9 million increase in deferred commissions, a $2.0 million decrease in accounts payable and a $1.9 million decrease in accrued compensation related to the timing of cash disbursements to our employees.

Investing Activities

Net cash used in investing activities was $5.7 million and $4.9 million during the three months ended March 31, 2022 and 2021, respectively, representing an increase of $0.8 million. The net increase is primarily attributable to an increase in the capitalization of internal-use software costs of $0.9 million.

Financing Activities

Net cash provided by financing activities was $1.0 million for the three months ended March 31, 2022, compared to net cash used in financing activities of $109.8 million during the three months ended March 31, 2021, representing an increase of $110.8 million. The net increase primarily relates to the repayment of $110.0 million on our 2019 Revolving Credit Facility in February 2021. There was no comparable activity during the three months ended March 31, 2022.



                           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 condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, or condensed consolidated statements of cash flows.



                         Off-Balance Sheet Arrangements

As of March 31, 2022, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structure finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes.



                         Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments 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. We evaluate our estimates and assumptions on an ongoing basis. The estimates and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Actual results may differ from these



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estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2021. For more information, please refer to "Note 2-Summary of Significant Accounting Policies" to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.



                        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 condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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