This Quarterly Report on Form 10-Q, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with (1) our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report, and (2) the audited consolidated financial statements and the related notes and section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

In addition to historical information, this Quarterly Report on Form 10-Q contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, it is possible to identify forward-looking statements because they contain words such as "anticipates," "believes," "contemplates," "continue," "could," "estimates," "expects," "future," "intends," "likely," "may," "plans," "potential," "predicts," "projects," "seek," "should," "target," or "will," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:



  • our financial performance, including our revenues, costs, expenditures,
    growth rates, operating expenses and ability to generate positive cash flow
    to fund our operations and sustain profitability;


  • anticipated technology trends, such as the use of cloud solutions;


  • our ability to adapt to changing market conditions;


  • the impact of the ongoing COVID-19 pandemic and related public health
    measures on our business;


  • economic and financial conditions, including volatility in foreign exchange
    rates;


  • our ability to diversify our sources of revenues, including selling
    additional solutions to our existing customers and our ability to pursue new
    customers;


  • the effects of increased competition in our market;


  • our ability to innovate and enhance our cloud solutions and platform and
    introduce new solutions;


  • our ability to effectively manage our growth;


  • our anticipated investments in sales and marketing, our infrastructure, new
    solutions, research and development, and acquisitions;


  • maintaining and expanding our relationships with channel partners;


  • our ability to maintain, protect and enhance our brand and intellectual property;


  • costs associated with defending intellectual property infringement and other
    claims;


  • our ability to attract and retain qualified employees and key personnel,
    including sales and marketing personnel;


  • our ability to successfully enter new markets and manage our international
    expansion;


  • our expectations, assumptions and conclusions related to our income tax
    provision, our deferred tax assets and our effective tax rate; and


  • other factors discussed in this Quarterly Report on Form 10-Q in the
    sections titled "Risk Factors" and "Management's Discussion and Analysis of
    Financial Condition and Results of Operations."



We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The results, events and circumstances reflected in these forward-looking statements are subject to risks, uncertainties, assumptions, and other factors including those described in Part II, Item 1A (Risk Factors) of this Quarterly Report on Form 10-Q and those discussed in other documents we file with the U.S. Securities and Exchange Commission (SEC). Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements used herein. We cannot provide assurance that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.





                                       28

--------------------------------------------------------------------------------


  Table of Contents



Overview


We are a pioneer and leading provider of a cloud-based platform delivering information technology (IT), security and compliance solutions that enable organizations to identify security risks to their IT infrastructures, help protect their IT systems and applications from ever-evolving cyber-attacks and achieve compliance with internal policies and external regulations. Our cloud solutions address the growing security and compliance complexities and risks that are amplified by the dissolving boundaries between internal and external IT infrastructures and web environments, the rapid adoption of cloud computing, containers and serverless IT models, and the proliferation of geographically dispersed IT assets. Our integrated suite of IT, security and compliance solutions delivered on our Qualys Cloud Platform enables our customers to identify and manage their IT assets, collect and analyze large amounts of IT security data, discover and prioritize vulnerabilities, recommend and implement remediation actions and verify the implementation of such actions. Organizations use our integrated suite of solutions to cost-effectively obtain a unified view of their IT asset inventory as well as security and compliance posture across globally-distributed IT infrastructures as our solution offers a single platform for information technology, information security, application security, endpoint, developer security and cloud teams.

We were founded and incorporated in December 1999 with a vision of transforming the way organizations secure and protect their IT infrastructure and applications and initially launched our first cloud solution, Vulnerability Management (VM), in 2000. As VM gained acceptance, we introduced additional solutions to help customers manage increasing IT, security and compliance requirements. Today, the suite of solutions that we offer on our cloud platform and refer to as the Qualys Cloud Apps helps our customers protect a range of assets across on-premises, endpoints, cloud, containers, and mobile environments. These Cloud Apps address and include:





  • IT Security: Vulnerability Management (VM), Vulnerability Management,
    Detection and Response (VMDR), Threat Protection (TP), Continuous Monitoring
    (CM), Patch Management (PM), Multi-Vector Endpoint Detection and Response
    (EDR), Certificate Assessment (CRA), SaaS Detection and Response (SaaSDR),
    Secure Enterprise Mobility (SEM);


  • Compliance: Policy Compliance (PC), Security Configuration Assessment (SCA),
    PCI Compliance (PCI), File Integrity Monitoring (FIM), Security Assessment
    Questionnaire (SAQ), Out-of-Band Configuration Assessment (OCA);


  • Web Application Security: Web Application Scanning (WAS), Web Application
    Firewall (WAF);


  • Asset Management: Global Asset View (GAV), Cybersecurity Asset
    Management (CSAM), Certificate Inventory (CRI); and


  • Cloud/Container Security: Cloud Inventory (CI), Cloud Security Assessment
    (CSA), Container Security (CS).



We provide our solutions through a software-as-a-service model, primarily with renewable annual subscriptions. These subscriptions require customers to pay a fee in order to access each of our cloud solutions. We generally invoice our customers for the entire subscription amount at the start of the subscription term, and the invoiced amounts are treated as deferred revenues and are recognized ratably over the term of each subscription. We continue to experience revenue growth from our existing customers as they renew and purchase additional subscriptions, as well as from the addition of new customers to our cloud platform.

We market and sell our solutions to enterprises, government entities and small and medium-sized businesses across a broad range of industries, including education, financial services, government, healthcare, insurance, manufacturing, media, retail, technology and utilities. For the three months ended March 31, 2022 and 2021, approximately 59% and 62%, respectively, of our revenues were derived from customers in the United States based on our customers' billing addresses. We sell our solutions to enterprises and government entities primarily through our field sales force and to small and medium-sized businesses through our inside sales force. We generate a significant portion of sales through our channel partners, including managed security service providers, value-added resellers and consulting firms in the United States and internationally.





                                       29

--------------------------------------------------------------------------------


  Table of Contents



Impacts of COVID-19


In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic. As a result of COVID-19, we temporarily modified certain aspects of our business, including restricting employee travel, requiring employees to work from home, and canceling certain events and meetings, among other modifications. While we have resumed in-office work, employee travel, and in-person events and meetings, we will continue to actively monitor the situation and may take actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. While we have not incurred significant disruptions from the COVID-19 pandemic to date and do not expect the pandemic will have a significant impact on our business in 2022, we are unable to accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the duration of the outbreak, actions that may be taken by governmental authorities and the impact to the business of the Company's customers and partners. We will continue to evaluate the nature and extent of the impact to our business, financial position, results of operations and cash flows.

Key Components of Results of Operations





Revenues


We derive revenues from the sale of subscriptions to our IT, security and compliance solutions, which are delivered on our cloud platform. Subscriptions to our solutions allow customers to access our cloud-based IT, security and compliance solutions through a unified, web-based interface. Customers generally enter into one-year renewable subscriptions. The subscription fee entitles the customer to an unlimited number of scans for a specified number of devices or web applications and, if requested by a customer as part of their subscription, a specified number of physical or virtual scanner appliances. Our physical and virtual scanner appliances are requested by certain customers as part of their subscriptions in order to scan IT infrastructures within their firewalls and do not function without, and are not sold separately from, subscriptions for our solutions. In some cases, we also provide certain computer equipment used to extend our Qualys Cloud Platform into our customers' private cloud environment. Customers are required to return physical scanner appliances and computer equipment if they do not renew their subscriptions.

We typically invoice our customers for the entire subscription amount at the start of the subscription term. Invoiced amounts are reflected on our condensed consolidated balance sheets as accounts receivable or as cash when collected, and as deferred revenues until earned and recognized ratably over the subscription period. Accordingly, deferred revenues represent the amount billed to customers that has not yet been earned or recognized as revenues, pursuant to subscriptions entered into in current and prior periods.





Cost of Revenues


Cost of revenues consists primarily of personnel expenses, comprised of salaries, benefits, performance-based compensation and stock-based compensation, for employees who operate our data centers and provide support services to our customers. Other expenses include depreciation of data center equipment, physical scanner appliances and computer hardware provided to certain customers as part of their subscriptions, expenses related to the use of third-party data centers and cloud infrastructures, amortization of software and license fees, amortization of intangibles related to acquisitions, maintenance support, fees paid to contractors who supplement or support our operations center personnel and overhead allocations. We expect to continue to make capital investments to expand and support our data center and cloud infrastructure operations, which will increase the cost of revenues in absolute dollars.





Operating Expenses



   Research and Development


Research and development expenses consist primarily of personnel expenses, comprised of salaries, benefits, performance-based compensation and stock-based compensation, for our research and development teams. Other expenses include third-party contractor fees, software and license fees, amortization of intangibles related to acquisitions and overhead allocations.





                                       30

--------------------------------------------------------------------------------


  Table of Contents



   Sales and Marketing

Sales and marketing expenses consist primarily of personnel expenses, comprised of salaries, benefits, sales commissions, performance-based compensation and stock-based compensation for our worldwide sales and marketing teams. Other expenses include marketing and promotional events, lead-generation marketing programs, public relations, travel, software licenses and overhead allocations. Sales commissions related to new business and upsells are capitalized as an asset. We amortize the capitalized commission cost as a selling expense on a straight-line basis over a period of five years. We expense sales commissions related to contract renewals as incurred. Our new sales personnel are typically not immediately productive, and the resulting increase in sales and marketing expenses we incur when we add new personnel may not result in increased revenues if these new sales personnel fail to become productive. The timing of our hiring of sales personnel, or the participation in new marketing events or programs, and the rate at which these generate incremental revenues, may affect our future operating results. We expect to continue to significantly invest in additional sales personnel worldwide and also in more marketing programs to support new solutions on our platform, which will increase sales and marketing expenses in absolute dollars.





   General and Administrative


General and administrative expenses consist primarily of personnel expenses, comprised of salaries, benefits, performance-based compensation and stock-based compensation for our executive, finance and accounting, IT, legal and human resources teams, as well as professional services, fees, software licenses and overhead allocations. We expect that general and administrative expenses will increase in absolute dollars, as we continue to add personnel and incur professional services to support our growth and compliance with legal requirements.







Other Income (Expense), Net



Our other income (expense), net consists primarily of interest and investment income from our short-term and long-term marketable securities and foreign exchange gains and losses, the majority of which result from fluctuations between the U.S. Dollar and the Euro, GBP and INR.





Income Tax Provision


We are subject to federal, state and foreign income taxes for jurisdictions in which we operate, and we use estimates in determining our income tax provision and deferred tax assets. Earnings from our non-U.S. activities are subject to income taxes in the local countries at rates which were generally similar to the U.S. statutory tax rate.





                                       31

--------------------------------------------------------------------------------


  Table of Contents







Results of Operations


The following table sets forth selected condensed consolidated statements of operations data for each of the periods presented as a percentage of revenues.




                                       Three Months Ended
                                            March 31,
                                      2022            2021
Revenues                                  100 %           100 %
Cost of revenues                           21              22
Gross profit                               79              78
Operating expenses:
Research and development                   21              18
Sales and marketing                        18              19
General and administrative                 11              44
Total operating expenses                   50              81
Income (loss) from operations              29              (3 )
Total other income (expense), net           -               1
Income (loss) before income taxes          29              (2 )
Income tax provision (benefit)              7              (2 )
Net income                                 22 %             0 %



Comparison of Three Months Ended March 31, 2022 and 2021





Revenues


             Three Months Ended
                  March 31,                  Change
              2022          2021          $           %
                 (in thousands, except percentages)

Revenues   $  113,420     $ 96,756     $ 16,664       17.2 %



Revenues increased by $16.7 million for the three months ended March 31, 2022 compared to the same period in 2021, due to an increase in IT Security, Compliance, Web Application Security, Asset Management, Container Security, and Vulnerability Management subscriptions. The revenue growth was primarily from an increase in renewal and sales to new customers in the three months ended March 31, 2022 compared to the same period in 2021. Of the total increase of $16.7 million, $7.4 million was from customers in the United States and $9.3 million was from customers in foreign countries. Of the total increase of $16.7 million, $8.5 million was direct and $8.2 million was from partners. In the three months ended March 31, 2022, 59% of total revenue was direct and 41% of total revenue was through partners. In the three months ended March 31, 2021, 60% of total revenue was direct and 40% of total revenue was through partners. With our strong market position driving further demand for our solutions, we expect revenue growth from new and existing customers to continue.





Cost of Revenues


                      Three Months Ended
                          March 31,                   Change
                      2022           2021          $          %
                         (in thousands, except percentages)
Cost of revenues   $    24,002     $ 21,680     $ 2,322       10.7 %



Cost of revenues increased by $2.3 million for the three months ended March 31, 2022 compared to the same period in 2021, due to an increase in personnel costs, including stock-based compensation, of $1.4 million, an increase in allocated IT and facility costs of $0.4 million, driven by additional employees hired to support the growth of our business, and an increase in professional service expense of $0.4 million.







                                       32

--------------------------------------------------------------------------------

Table of Contents

Research and Development Expenses




                              Three Months Ended
                                  March 31,                   Change
                              2022           2021          $          %
                                 (in thousands, except percentages)
Research and development   $    23,107     $ 17,749     $ 5,358       30.2 %



Research and development expenses increased by $5.4 million for the three months ended March 31, 2022 compared to the same period in 2021, due to an increase in personnel costs, including stock-based compensation, of $4.3 million driven by increased headcounts including hiring in senior management, and an increase in allocated IT and facility costs of $0.7 million, subscribed license and software costs of $0.2 million, and professional service expense of $0.2 million, driven by higher level of research and development efforts.





Sales and Marketing Expenses


                         Three Months Ended
                             March 31,                   Change
                         2022           2021          $          %
                            (in thousands, except percentages)
Sales and marketing   $    20,142     $ 17,989     $ 2,153       12.0 %



Sales and marketing expenses increased by $2.2 million for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to an increase in marketing related expense of $1.2 million as result of increased marketing activities, an increase in commission expense of $0.4 million driven by higher revenues, and an increase in professional service expense of $0.4 million and subscribed license and software costs of $0.2 million, driven by increased level of sales and marketing efforts.

General and Administrative Expenses




                               Three Months Ended
                                    March 31,                   Change
                                2022          2021           $            %
                                    (in thousands, except percentages)
General and administrative   $   12,634     $ 42,043     $ (29,409 )     (69.9 )%



General and administrative expenses decreased by $29.4 million for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to the decrease in stock-based compensation expense of $27.3 million as a result of accelerated vesting of Mr. Courtot's equity awards in the first quarter of 2021 and a decrease in legal fees of $1.9 million.

Total other income (expense), net




                                      Three Months Ended
                                           March 31,                  Change
                                       2022           2021        $           %
                                          (in thousands, except percentages)

Total other income (expense), net $ (192 ) $ 498 $ (690 ) (138.6 )%

Total other income (expense), net decreased by $0.7 million for the three months ended March 31, 2022, respectively, compared to the same periods in 2021, due to a decrease in interest income driven by lower yield and an increase in foreign exchange loss.

Income tax provision (benefit)




                                   Three Months Ended
                                        March 31,                   Change
                                   2022           2021          $            %
                                        (in thousands, except percentages)

Income tax provision (benefit) $ 7,933 $ (2,435 ) $ 10,368 (425.8 )% Effective tax rate

                    23.8 %       110.3 %



Income tax provision increased by $10.4 million for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to the effects of tax law change related to mandatory capitalization of research and development expenses starting January 1, 2022 and a decrease in stock-based compensation expense due to the accelerated vesting of Mr. Courtot's equity awards in the three months ended March 31, 2021.







                                       33

--------------------------------------------------------------------------------


  Table of Contents




Key Non-GAAP Metric

In addition to measures of financial performance presented in our condensed consolidated financial statements, we monitor the non-GAAP key metric set forth below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies.





Adjusted EBITDA



We monitor Adjusted EBITDA, a non-GAAP financial measure, to analyze our financial results and believe that it is useful to investors, as a supplement to U.S. GAAP measures, in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance. We believe that Adjusted EBITDA helps illustrate underlying trends in our business that could otherwise be masked by the effect of the income or expenses that we exclude in Adjusted EBITDA. Furthermore, we use this measure to establish budgets and operational goals for managing our business and evaluating our performance. We also believe that Adjusted EBITDA provides an additional tool for investors to use in comparing our recurring core business operating results over multiple periods with other companies in our industry.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We calculate Adjusted EBITDA as net income before (1) other (income) expense, net, which includes interest income, interest expense and other income and expense, (2) income tax provision (benefit), (3) depreciation and amortization of property and equipment, (4) amortization of intangible assets, (5) stock-based compensation and (6) non-recurring expenses that do not reflect ongoing costs of operating the business.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from or as a substitute for the measures presented in accordance with U.S. GAAP. Some of these limitations are:



  • Adjusted EBITDA does not reflect certain cash and non-cash charges that are
    recurring;


  • Adjusted EBITDA does not reflect income tax payments that reduce cash
    available to us;


  • Adjusted EBITDA excludes depreciation and amortization of property and
    equipment and amortization of intangible assets, although these are non-cash
    charges, the assets being depreciated and amortized may have to be replaced in
    the future; and


  • Other companies, including companies in our industry, may calculate Adjusted
    EBITDA differently or not at all, which reduces its usefulness as a
    comparative measure.



Because of these limitations, Adjusted EBITDA should be considered alongside other financial performance measures, including revenues, net income, cash flows from operating activities and our financial results presented in accordance with U.S. GAAP. The following unaudited table presents the reconciliation of net income to Adjusted EBITDA for the three months ended March 31, 2022 and 2021:




                                                            Three Months Ended
                                                                 March 31,
                                                             2022          2021
                                                              (in thousands)
Net income                                                $   25,410     $    228

Depreciation and amortization of property and equipment 7,276 7,433 Amortization of intangible assets

                              1,706        1,645
Income tax provision (benefit)                                 7,933       (2,435 )
Stock-based compensation                                      11,745       38,202
Total other income (expense), net                                192         (498 )
Adjusted EBITDA                                           $   54,262     $ 44,575
Percentage of revenues                                            48 %         46 %






                                       34

--------------------------------------------------------------------------------

Table of Contents

Liquidity and Capital Resources

As of March 31, 2022, our principal source of liquidity was cash, cash equivalents and marketable securities of $539.5 million, including $86.2 million of cash held outside of the United States. The following summary of cash flows for the periods indicated has been derived from our condensed consolidated financial statements included elsewhere in this report:




                                                               Three Months Ended
                                                                    March 31,
                                                               2022          2021
                                                                 (in thousands)
Cash provided by operating activities                        $  79,040     $  57,854
Cash provided by (used in) investing activities                 (4,524 )      23,175
Cash used in financing activities                              (45,557 )     (46,408 )

Net increase in cash, cash equivalents and restricted cash $ 28,959 $ 34,621






Operating Activities

During the three months ended March 31, 2022, we generated $41.9 million of cash from our net income, as adjusted for non-cash items mainly related to stock-based compensation expense, depreciation and amortization expense and deferred taxes, as compared to $43.5 million during the three months ended March 31, 2021. In addition, we also generated $37.1 million of cash from working capital change during the three months ended March 31, 2022, of which $27.0 million was related to net increase in deferred revenue and net decrease in accounts receivable as a result of our continued growth in billing and collection and $9.6 million was related to income tax overpayments in the prior year that were applied to the current year income tax liabilities. During the three months ended March 31, 2021, we generated $14.4 million of cash from working capital change, which was also mainly related to deferred revenue and accounts receivable due to continued growth in billing and collection, partially offset by an increase of cash flow hedge receivable and higher prepaid expenses.





Investing Activities

During the three months ended March 31, 2022, we generated $3.1 million of cash from maturity of marketable securities investment net of purchase, and used $7.6 million of cash in capital expenditures mainly related to computer equipment to support our growth and development, as compared to $29.4 million of cash provided by maturity of marketable securities investment net of purchase, and $6.2 million of cash used in capital expenditures during the three months ended March 31, 2021.





Financing Activities


During the three months ended March 31, 2022, we used $46.6 million of cash for share repurchases and $3.6 million of cash in payment of employee withholding taxes upon vesting of restricted stock units, and received $2.6 million of proceeds from employee exercise of stock options and $2.1 million of proceeds from issuance of common stock through our ESPP, as compared to $31.0 million of cash used for share repurchases, $17.6 million of cash used in payment of employee withholding taxes upon vesting of restricted stock units, and $2.2 million of cash received from employee exercise of stock options during the three months ended March 31, 2021.

We believe our existing cash and cash equivalents, marketable securities and our expected cash flow generated from operations will be sufficient to fund our operations for the next twelve months and beyond. We do not anticipate that we will need funds generated from foreign operations to fund our domestic operations. However, if we repatriate these funds, we could be subject to foreign withholding taxes.





     Share Repurchases


We expect to continue to use cash to repurchase shares under our share repurchase program authorized by our board of directors on February 5, 2018. On May 4, 2022, we announced that our board of directors authorized an additional $200.0 million to the share repurchase program authorization, increasing the total amount of authorized repurchase to $900.0 million. As of March 31, 2022, approximately $225.2 million remained available under our share repurchase program. Shares will be repurchased from time to time on the open market in accordance with Rule 10b-18 of the Exchange Act of 1934, including pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act.





    Purchase Commitments


Our cash requirements from purchase commitments were included in the purchase obligations disclosed in Note 8 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

As of March 31, 2022, other than the changes previously described in the "Liquidity and Capital Resources" in this Quarterly Report on Form 10-Q, there have been no other material changes to our cash requirements as described in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Recent Accounting Pronouncements

See Note 1 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.





                                       35

--------------------------------------------------------------------------------


  Table of Contents



Critical Accounting Estimates

There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.







                                       36

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses