Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40297 | |
Entity Registrant Name | N-able, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4069861 | |
Entity Address, Address Line One | 301 Edgewater Dr | |
Entity Address, Address Line Two | Suite 306 | |
Entity Address, City or Town | Wakefield | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01880 | |
City Area Code | 781 | |
Local Phone Number | 328-6490 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | NABL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 178,747,623 | |
Entity Central Index Key | 0001834488 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Combined Balance Sheets
Combined Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 49,600 | $ 99,790 |
Accounts receivable, net of allowances of $652 and $751 as of June 30, 2021 and December 31, 2020, respectively | 30,279 | 29,086 |
Income tax receivable | 1,424 | 1,262 |
Prepaid and other current assets | 9,491 | 5,584 |
Total current assets | 90,794 | 135,722 |
Property and equipment, net | 27,787 | 19,590 |
Operating lease right-of-use assets | 33,579 | 13,697 |
Deferred taxes | 3,313 | 2,982 |
Goodwill | 860,496 | 874,083 |
Intangible assets, net | 13,211 | 27,374 |
Other assets, net | 9,611 | 6,287 |
Total assets | 1,038,791 | 1,079,735 |
Current liabilities: | ||
Accounts payable | 174 | 5,542 |
Due to affiliates | 20,435 | 8,023 |
Accrued liabilities and other | 21,823 | 21,976 |
Current operating lease liabilities | 3,157 | 2,860 |
Accrued related party interest payable | 438 | 2,477 |
Income taxes payable | 2,212 | 4,447 |
Current portion of deferred revenue | 9,462 | 9,502 |
Total current liabilities | 57,701 | 54,827 |
Long-term liabilities: | ||
Due to affiliates | 304,030 | 372,650 |
Deferred revenue, net of current portion | 120 | 168 |
Non-current deferred taxes | 3,796 | 5,846 |
Non-current operating lease liabilities | 39,459 | 14,641 |
Other long-term liabilities | 410 | 406 |
Total liabilities | 405,516 | 448,538 |
Commitments and contingencies (Note 7) | ||
Parent company net investment: | ||
Parent company net investment | 598,196 | 582,206 |
Accumulated other comprehensive income | 35,079 | 48,991 |
Total parent company net investment | 633,275 | 631,197 |
Total liabilities and parent company net investment | $ 1,038,791 | $ 1,079,735 |
Combined Balance Sheets (Parent
Combined Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Allowance on accounts receivable | $ 652 | $ 751 |
Combined Statements of Operatio
Combined Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Subscription and other revenue | $ 85,340 | $ 73,424 | $ 168,530 | $ 146,692 |
Cost of revenue: | ||||
Cost of revenue | 11,783 | 9,241 | 23,087 | 18,527 |
Amortization of acquired technologies | 1,037 | 6,132 | 3,741 | 11,876 |
Total cost of revenue | 12,820 | 15,373 | 26,828 | 30,403 |
Gross profit | 72,520 | 58,051 | 141,702 | 116,289 |
Operating expenses: | ||||
Sales and marketing | 24,498 | 18,939 | 50,212 | 37,407 |
Research and development | 12,501 | 10,077 | 24,543 | 21,520 |
General and administrative | 21,364 | 9,632 | 41,592 | 21,529 |
Amortization of acquired intangibles | 4,276 | 5,869 | 10,295 | 11,734 |
Total operating expenses | 62,639 | 44,517 | 126,642 | 92,190 |
Operating income | 9,881 | 13,534 | 15,060 | 24,099 |
Other expense: | ||||
Interest expense, net | (6,082) | (7,113) | (12,600) | (14,735) |
Other (expense) income, net | (54) | 96 | (583) | (166) |
Total other expense | (6,136) | (7,017) | (13,183) | (14,901) |
Income before income taxes | 3,745 | 6,517 | 1,877 | 9,198 |
Income tax expense | 3,283 | 3,293 | 5,693 | 5,286 |
Net income (loss) | 462 | 3,224 | (3,816) | 3,912 |
Net income available to common stockholders | 462 | 3,224 | (3,816) | 3,912 |
Net income (loss) available to common stockholders | $ 462 | $ 3,224 | $ (3,816) | $ 3,912 |
Net income (loss) available to common stockholders per share: | ||||
Basic earnings (loss) per share (in dollars per share) | $ 0 | $ 0.02 | $ (0.02) | $ 0.02 |
Diluted earnings (loss) per share (in dollars per share) | $ 0 | $ 0.02 | $ (0.02) | $ 0.02 |
Weighted-average shares used to compute Net income (loss) available to common stockholders per share: | ||||
Weighted-average common shares outstanding used in computing basic earnings (loss) per share (in shares) | 158,124 | 158,124 | 158,124 | 158,124 |
Weighted-average shares used in computing diluted earnings (loss) per share (in shares) | 158,124 | 158,124 | 158,124 | 158,124 |
Combined Statements of Comprehe
Combined Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 462 | $ 3,224 | $ (3,816) | $ 3,912 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 5,407 | 8,959 | (13,912) | (3,035) |
Other comprehensive income (loss) | 5,407 | 8,959 | (13,912) | (3,035) |
Comprehensive income (loss) | $ 5,869 | $ 12,183 | $ (17,728) | $ 877 |
Combined Statements of Changes
Combined Statements of Changes in Parent Company Net Investment - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ 614,732 | $ 558,767 | $ 631,197 | $ 563,696 |
Net (loss) income | 462 | 3,224 | (3,816) | 3,912 |
Change in cumulative translation adjustment | 5,407 | 8,959 | (13,912) | (3,035) |
Stock-based compensation | 4,274 | 3,237 | 9,023 | 5,916 |
Net transfers from Parent | 8,400 | 3,065 | 10,783 | 6,763 |
Balance at end of period | 633,275 | 577,252 | 633,275 | 577,252 |
Parent Company Net Investment | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | 585,060 | 564,184 | 582,206 | 557,119 |
Net (loss) income | 462 | 3,224 | (3,816) | 3,912 |
Stock-based compensation | 4,274 | 3,237 | 9,023 | 5,916 |
Net transfers from Parent | 8,400 | 3,065 | 10,783 | 6,763 |
Balance at end of period | 598,196 | 573,710 | 598,196 | 573,710 |
Accumulated Other Comprehensive Income | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | 29,672 | (5,417) | 48,991 | 6,577 |
Change in cumulative translation adjustment | 5,407 | 8,959 | (13,912) | (3,035) |
Balance at end of period | $ 35,079 | $ 3,542 | $ 35,079 | $ 3,542 |
Combined Statements of Cash Flo
Combined Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net (loss) income | $ (3,816) | $ 3,912 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,289 | 27,460 |
Provision for doubtful accounts | 500 | 1,389 |
Stock-based compensation expense | 9,023 | 5,916 |
Deferred taxes | (2,381) | (1,722) |
Loss on foreign currency exchange rates | 467 | 1,086 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | ||
Accounts receivable | (1,327) | (3,351) |
Income tax receivable | (153) | 51 |
Prepaid expenses and other assets | (6,117) | (778) |
Accounts payable | (5,336) | (235) |
Due to and from affiliates | 12,184 | 5,440 |
Accrued liabilities and other | 5,118 | 2,228 |
Accrued related party interest payable | (2,039) | 6,222 |
Income taxes payable | (2,197) | (1,993) |
Deferred revenue | (126) | 2 |
Net cash provided by operating activities | 23,089 | 45,627 |
Cash flows from investing activities | ||
Purchases of property and equipment | (12,757) | (4,153) |
Purchases of intangible assets | (2,252) | (1,835) |
Net cash used in investing activities | (15,009) | (5,988) |
Cash flows from financing activities | ||
Repayments of borrowings due to affiliates | (68,620) | (21,750) |
Net transfers from Parent | 10,783 | 6,763 |
Net cash used in financing activities | (57,837) | (14,987) |
Effect of exchange rate changes on cash and cash equivalents | (433) | (2,387) |
Net (decrease) increase in cash and cash equivalents | (50,190) | 22,265 |
Cash and cash equivalents | ||
Beginning of period | 99,790 | 39,348 |
End of period | 49,600 | 61,613 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 14,640 | 8,517 |
Cash paid for income taxes | 9,816 | 8,237 |
Supplemental disclosure of non-cash activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 21,235 | $ 5,765 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations Background On August 6, 2020, SolarWinds Corporation ("SolarWinds" or "Parent") announced that its board of directors had authorized management to explore a potential spin-off of its managed service provider ("MSP") business into our company, a newly created and separately traded public company, and separate into two distinct, publicly traded companies (the "Separation"). On July 19, 2021, SolarWinds completed the Separation through a pro-rata distribution (the "Distribution") of all the outstanding shares of our common stock it held to the stockholders of record of SolarWinds as of the close of business on July 12, 2021 (the "Record Date"). Each SolarWinds stockholder of record received one share of our common stock, $0.001 par value, for every two shares of SolarWinds common stock, $0.001 par value, held by such stockholder as of the close of business on the Record Date. SolarWinds distributed 158,124,341 shares of our common stock in the Distribution, which was effective at 11:59 p.m., Eastern Time, on July 19, 2021. The Distribution reflected 316,248,682 shares of SolarWinds common stock outstanding on July 12, 2021 at a distribution ratio of one share of our common stock for every two shares of SolarWinds common stock. In addition, on July 19, 2021, and prior to completion of the Distribution, we issued 20,623,282 newly-issued shares of our common stock in connection with a private placement of N-able’s common stock (the “Private Placement”) (See Note 8. Subsequent Events for further details on the Private Placement). As a result of the Distribution, we became an independent public company and our common stock is listed under the symbol "NABL" on the New York Stock Exchange. The financial statements as of June 30, 2021 are prior to the Separation and thus prepared on a "carve out" basis as described below. Description of Business N-able, Inc., a Delaware corporation, together with its subsidiaries is a leading global provider of cloud-based software solutions for MSPs, enabling them to support digital transformation and growth within small and medium-sized enterprises ("SMEs"), which we define as those enterprises having less than 1,000 employees. With a flexible technology platform and powerful integrations, N-able makes it easy for MSPs to monitor, manage, and protect their end-customer systems, data, and networks. Our growing portfolio of security, automation, and backup and recovery solutions is built for IT services management professionals. N-able simplifies complex ecosystems and enables customers to solve their most pressing challenges. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help MSPs deliver exceptional value and achieve success at scale. Through our multi-dimensional land and expand model and global presence, we are able to drive strong recurring revenue growth, profitability and retention. N-able qualifies as an “emerging growth company” (“EGC”) as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation We prepared our interim Combined Financial Statements in conformity with United States of America generally accepted accounting principles ("GAAP") and the reporting regulations of the Securities and Exchange Commission ("SEC"). They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying Combined Financial Statements include the accounts of N-able, Inc. and the accounts of its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions. The Combined Financial Statements at June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are unaudited, but in our opinion include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. The Combined Balance Sheet at December 31, 2020 was derived from our audited financial statements. The results reported in these Combined Financial Statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the financial statements and notes in our registration statement on Form 10 (File No. 001-40297), initially filed with the Securities and Exchange Commission (“SEC”) on March 29, 2021, as amended by Amendment No. 1 filed on April 6, 2021, Amendment No. 2 filed on April 14, 2021, Amendment No. 3 filed on May 27, 2021, and Amendment No. 4 filed on June 15, 2021 (the "Form 10"). The Form 10 includes a preliminary information statement that describes the Distribution and provides information regarding our business and management. The Registration Statement was declared effective by the SEC at 3:00 p.m. Central Time on June 25, 2021. The final information statement was furnished as exhibit 99.3 to the Form 8-K we filed with the SEC on July 12, 2021 (the "Information Statement"). The Combined Statements of Operations include all revenues and costs directly attributable to N-able as well as an allocation of expenses related to facilities, functions and services provided by SolarWinds. These corporate expenses have been allocated to us based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount. See Note 4. Relationship with Parent and Related Entities for further details. The allocated costs are deemed to be settled by N-able to SolarWinds in the period in which the expense was recorded in the Combined Statements of Operations. The Combined Statements of Cash Flows present these corporate expenses as cash flows from operating activities, as these costs were incurred by SolarWinds. Current and deferred income taxes and related tax expense have been determined based on the stand-alone results of N-able by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”), to N-able’s operations in each country as if it were a separate taxpayer (i.e. following the Separate Return Methodology). The Combined Financial Statements include all assets and liabilities that reside in N-able legal entities. Assets and liabilities in shared entities were included in the stand-alone financial statements to the extent the asset or liability is primarily used by N-able. If N-able is not the primary user of the asset or liability, it was excluded entirely from the Combined Financial Statements. SolarWinds uses a legal entity approach to cash management and financing its operations. Accordingly, cash and cash equivalents, related party debt and related interest expense have been attributed to N‑able in the Combined Financial Statements only to the extent such items have been historically legally entitled within N-able legal entities. Any such items which exist in other entities, whether shared or otherwise, are outside of the control of the N-able business and have been excluded from the Combined Financial Statements. SolarWinds maintains various stock-based compensation plans at a corporate level. N-able employees participated in those programs and a portion of the compensation cost associated with those plans is included in N-able’s Combined Statements of Operations. However, the stock-based compensation expense has been included within Parent company net investment. The amounts presented in the Combined Financial Statements are not necessarily indicative of future awards and may not reflect the results that N-able would have experienced as a stand-alone entity. See Note 4. Relationship with Parent and Related Entities for further details. SolarWinds' third party debt and the related interest have not been allocated to us for any of the periods presented because SolarWinds' borrowings are primarily for corporate cash purposes and are not directly attributable to N-able. In addition, none of the N-able legal entities guarantee the debt nor are they jointly and severally liable for SolarWinds' debt. Any transactions which have been included in the Combined Financial Statements from legal entities which are not exclusively operating as N-able legal entities are considered to be effectively settled in the Combined Financial Statements at the time the transaction is recorded between SolarWinds and the N-able business. The total net effect of the settlement of these intercompany transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as Parent company net investment. Other transactions between N-able legal entities and other SolarWinds legal entities, to the extent such transactions have not been settled in cash as of the period-end date, are reflected in the Combined Balance Sheets as due to affiliates, and due from affiliates which is included within accounts receivable. All of the allocations and estimates in the Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Combined Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of N-able in the future or if N-able had been a separate, stand-alone publicly traded entity during the periods presented. Actual costs that may have been incurred if we had been a standalone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. Going forward, we may perform these functions using our own resources or outsourced services. For a period following the Separation, however, some of these functions will continue to be provided by SolarWinds under a Transition Services Agreement. Additionally, we will provide some services to SolarWinds under such Transition Services Agreement. Use of Estimates The preparation of Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The impact from the rapidly changing market and economic conditions due to the coronavirus disease 2019 ("COVID-19") pandemic on our business, results of operations and financial condition is uncertain. We have made estimates of the impact of the COVID-19 pandemic within our financial statements as of and for the three and six months ended June 30, 2021 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets, valuation allowances for tax assets and revenue recognition and may change in future periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include: • the valuation of goodwill, intangibles, long-lived assets and contingent consideration; • revenue recognition; • income taxes; and • management’s assessment of allocations. Recently Adopted Accounting Pronouncements As of June 30, 2021, there have been no recent accounting pronouncements or changes in accounting pronouncements that are expected to have a material impact on our consolidated financial position, results of operations, or cash flows from those that were disclosed in the Information Statement. Fair Value Measurements We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us. Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1. Level 3: Inputs that are unobservable in the marketplace and significant to the valuation. The carrying amounts reported in our Combined Balance Sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. Our related party debt with SolarWinds Holdings, Inc. is not carried at fair value. See Note 4. Relationship with Parent and Related Entities for further details regarding our related party debt. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Translation Adjustments Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2020 $ 48,991 $ 48,991 Other comprehensive loss before reclassification (13,912) (13,912) Net current period other comprehensive loss (13,912) (13,912) Balance at June 30, 2021 $ 35,079 $ 35,079 Revenue Our revenue consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Subscription revenue $ 82,821 $ 70,820 $ 163,492 $ 140,975 Other revenue 2,519 2,604 5,038 5,717 Total subscription and other revenue $ 85,340 $ 73,424 $ 168,530 $ 146,692 During the three months and six months periods ended June 30, 2021 and 2020, respectively, we recognized the following revenue from subscription and other services at a point in time and over time: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Revenue recognized at a point in time $ 15,082 $ 13,917 $ 30,192 $ 28,611 Revenue recognized over time $ 70,258 $ 59,507 $ 138,338 $ 118,081 Total revenue recognized $ 85,340 $ 73,424 $ 168,530 $ 146,692 Deferred Revenue Deferred revenue primarily consists of transaction prices allocated to remaining performance obligations from annually billed subscription agreements and maintenance services associated with our historical sales of perpetual license products which are delivered over time. Certain of our maintenance agreements are billed annually in advance for services to be performed over a 12-month period. We initially record the amounts allocated to maintenance performance obligations as deferred revenue and recognize these amounts ratably on a daily basis over the term of the maintenance agreement. Details of our total deferred revenue balance was as follows: Total Deferred Revenue (in thousands) Balance at December 31, 2020 $ 9,670 Deferred revenue recognized (8,465) Additional amounts deferred 8,377 Balance at June 30, 2021 $ 9,582 We expect to recognize revenue related to remaining performance obligations as follows: Revenue Recognition Expected by Period Total Less than 1 1-3 years More than (in thousands) Expected recognition of deferred revenue $ 9,582 $ 9,462 $ 120 $ — Cost of Revenue Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our subscription products as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Amortization of acquired technologies $ 1,037 $ 6,132 $ 3,741 $ 11,876 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table reflects the changes in goodwill for the six months ended June 30, 2021: (in thousands) Balance at December 31, 2020 $ 874,083 Foreign currency translation (13,587) Balance at June 30, 2021 $ 860,496 |
Relationship with Parent and Re
Relationship with Parent and Related Entities | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Relationship with Parent and Related Entities | Relationship with Parent and Related Entities Historically, the N-able business has been managed and operated in the normal course of business consistent with other affiliates of SolarWinds. Accordingly, certain shared costs have been allocated to N-able and reflected as expenses in the Combined Financial Statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical SolarWinds expenses attributable to N-able for purposes of the stand-alone financial statements. However, the expenses reflected in the Combined Financial Statements may not be indicative of the actual expenses that would have been incurred during the periods presented if N-able historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the Combined Financial Statements may not be indicative of related expenses that will be incurred in the future by N-able. General Corporate Overhead SolarWinds provided facilities, information technology services and certain corporate and administrative services to the N-able business. Expenses relating to these services have been allocated to N-able and are reflected in the Combined Financial Statements. Where direct assignment is not possible or practical, these costs were allocated based on headcount. The following table summarizes the components of general allocated corporate expenses for the three and six months ended June 30, 2021: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) General and administrative $ 10,012 $ 4,637 $ 19,101 $ 9,388 Research and development 63 400 135 853 Sales and marketing 6 326 34 710 Cost of revenue 8 18 50 106 Total $ 10,089 $ 5,381 $ 19,320 $ 11,057 Due to and from Affiliates Due to affiliates within long-term liabilities in the Combined Balance Sheets represents N-able's related party debt due to SolarWinds Holdings, Inc. of $304.0 million and $372.7 million as of June 30, 2021 and December 31, 2020, respectively. On February 25, 2016, we entered into a loan agreement with SolarWinds Holdings, Inc. with an original principal amount of $250.0 million and a maturity date of February 25, 2023. Borrowings under the loan agreement bear interest at a floating rate which is equal to an adjusted London Interbank Offered Rate ("LIBOR") for a three-month interest period plus 9.8%. Prepayments of borrowings under the loan are permitted. As of June 30, 2021 and December 31, 2020, $203.5 million and $228.5 million in borrowings were outstanding, respectively. On May 27, 2016, we entered into an additional loan agreement with SolarWinds Holdings, Inc. The loan agreement, as amended, has an original principal amount of $200.0 million and a maturity date of May 27, 2026. Borrowings under the loan agreement bear interest at a fixed rate of 2.24%. Prepayments of borrowings under the loan are permitted. As of June 30, 2021 and December 31, 2020, $100.5 million and $144.2 million in borrowings were outstanding, respectively. Interest expense related to the activity with SolarWinds Holdings, Inc. was $6.1 million and $7.1 million for the three months ended June 30, 2021 and 2020, respectively. Interest expense related to the activity with SolarWinds Holdings, Inc. was $12.6 million and $14.7 million for the six months ended June 30, 2021 and 2020, respectively. The repayment of principal for these related party borrowings is reflected as a financing activity in the Combined Statements of Cash Flows. Due to affiliates within current liabilities comprises intercompany trade payables of $20.4 million and $8.0 million as of June 30, 2021 and December 31, 2020, respectively. Due from affiliates within accounts receivable comprises intercompany trade receivables which were $0.4 million and $0.3 million for the periods ended June 30, 2021 and December 31, 2020, respectively. Equity-Based Incentive Plans Certain of our employees participated in our Parent’s equity-based incentive plans. Under the SolarWinds Corporation 2016 Equity Incentive Plan (the "2016 Plan"), our employees, consultants, directors, managers and advisors were awarded stock-based incentive awards in a number of forms, including nonqualified stock options. The ability to grant any future equity awards under the 2016 Plan terminated in October 2018. Under the SolarWinds Corporation 2018 Equity Incentive Plan, our employees can be awarded stock-based incentive awards which includes non-statutory stock options or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other cash-based or share-based awards. Awards granted to our employees under the incentive plans generally vest over periods ranging from one Compensation costs associated with our employees’ participation in the incentive plans have been specifically identified for employees who exclusively support our operations and are allocated to us as part of the cost allocations from o ur Parent. Total costs charged to us related to our employees’ participation in our Parent’s incentive plans were $4.1 million and $3.1 million for the three months ended June 30, 2021 and 2020, respectively. Total costs charged to us related to our employees' participation in our Parent's incentive plans were $8.8 million and $5.7 million for the six months ended June 30, 2021 and 2020, respectively. We include the related expense in operating expense (general and administrative, sales and marketing and research and development) and cost of revenue on our Combined Statements of Operations, depending on the nature of the employee’s role in our operations. Employee Stock Purchase Plan Our eligible employees participated in our Parent’s 2018 Employee Stock Purchase Plan (the "ESPP"). The ESPP permited eligible participants to purchase SolarWinds' shares at a discount through regular payroll deductions of up to 20% of their eligible compensation during the offering period. The ESPP was typically implemented through consecutive six-month offering periods. The purchase price of the shares is 85% of the lesser of the fair market value of the closing price per share on the first day of the offering period and the fair market value of the closing price per share on the last day of the offering period. No participant may purchase more than $25,000 worth of common stock per calendar year. Costs charged to us related to our employees’ participation in our Parent’s ESPP were $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively. Costs charged to us related to our employees' participation in our Parent's ESPP were $0.3 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | . Earnings Per Share On July 19, 2021, the date of consummation of the Separation, SolarWinds distributed 158,124,341 shares of our common stock, par value $0.001 per share. The Distribution reflected 316,248,682 shares of SolarWinds common stock outstanding on July 12, 2021 at a distribution ratio of one share of our common stock for every two shares of SolarWinds common stock. This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation as all common stock was owned by SolarWinds prior to the Private Placement and the Distribution. A reconciliation of the number of shares in the calculation of basic and diluted earnings per share follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Basic earnings (loss) per share Numerator: Net income (loss) $ 462 $ 3,224 $ (3,816) $ 3,912 Net income (loss) available to common stockholders $ 462 $ 3,224 $ (3,816) $ 3,912 Denominator: Weighted-average common shares outstanding used in computing basic earnings (loss) per share 158,124 158,124 158,124 158,124 Basic earnings (loss) per share $ 0.00 $ 0.02 $ (0.02) $ 0.02 Diluted earnings (loss) per share Numerator: Net income (loss) available to common stockholders $ 462 $ 3,224 $ (3,816) $ 3,912 Denominator: Weighted-average shares used in computing diluted earnings (loss) per share 158,124 158,124 158,124 158,124 Diluted earnings (loss) per share $ 0.00 $ 0.02 $ (0.02) $ 0.02 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | . Income Taxes For the three months ended June 30, 2021 and 2020, we recorded income tax expense of $3.3 million, respectively, resulting in an effective tax rate of 87.7% and 50.5%, respectively. For the six months ended June 30, 2021 and 2020, we recorded income tax expense of $5.7 million and $5.3 million, respectively, resulting in an effective tax rate of 303.3% and 57.5%, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2021 compared to the same period in 2020 was primarily due to a decrease in income before income taxes and due to the valuation allowance recognized on the deferred tax assets in the U.S. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. At June 30, 2021, we did not have any accrued interest and penalties related to unrecognized tax benefits. We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2012 through 2020 tax years generally remain open and subject to examination by federal, state and foreign tax authorities. We are currently under examination by the IRS for the tax years 2013 through the period ending February 2016. During the three months ended March 31, 2021, we finalized a settlement agreement with the IRS for the tax years 2011 to 2012. We are currently under audit by the Texas Comptroller for the 2015 through 2018 tax years. The Massachusetts Department of Revenue audit for the 2015 through February 2016 tax years closed with immaterial adjustments. We are not currently under audit in any other taxing jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and Contingencies Legal Proceedings From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our Combined Financial Statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Credit Facilities In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company entered into a credit agreement (the "Credit Agreement") with JPMorgan Chase, Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto. The Credit Agreement provides for $410.0 million of first lien secured credit facilities (the "Credit Facilities"), consisting of a $60.0 million revolving credit facility (the "Revolving Facility"), and a $350.0 million term loan facility (the "Term Loan"). On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $16.5 million, representing the proceeds from the Term Loan, net of the repayment of related party debt due to SolarWinds Holdings, Inc., payment of intercompany trade payables, and fees and other transaction-related expenses, to SolarWinds. The Revolving Facility will primarily be available for general corporate purposes. Private Placement On July 11, 2021, the Company entered into a definitive agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) in connection with a private placement of N-able’s common stock (the “Private Placement”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). On July 19, 2021, prior to the completion of the Distribution, the Company closed the Private Placement of 20,623,282 shares of common stock at a purchase price of $10.91 per share. In consideration of the shares of common stock issued in the Private Placement, the Company received gross proceeds of approximately $225.0 million before deducting placement agent fees and other transaction-related expenses payable by the Company. On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $216.0 million, representing the net proceeds from the Private Placement to SolarWinds. Separation and Distribution On July 19, 2021, SolarWinds completed the Separation through the Distribution of all the outstanding shares of our common stock it held to the stockholders of record of SolarWinds as of the close of business on the Record Date of July 12, 2021. As a result of the Distribution, we became an independent public company and our common stock is listed under the symbol "NABL" on the New York Stock Exchange. See Note 1. Organization and Nature of Operations |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | We prepared our interim Combined Financial Statements in conformity with United States of America generally accepted accounting principles ("GAAP") and the reporting regulations of the Securities and Exchange Commission ("SEC"). They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying Combined Financial Statements include the accounts of N-able, Inc. and the accounts of its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions. The Combined Financial Statements at June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are unaudited, but in our opinion include all normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. The Combined Balance Sheet at December 31, 2020 was derived from our audited financial statements. The results reported in these Combined Financial Statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the financial statements and notes in our registration statement on Form 10 (File No. 001-40297), initially filed with the Securities and Exchange Commission (“SEC”) on March 29, 2021, as amended by Amendment No. 1 filed on April 6, 2021, Amendment No. 2 filed on April 14, 2021, Amendment No. 3 filed on May 27, 2021, and Amendment No. 4 filed on June 15, 2021 (the "Form 10"). The Form 10 includes a preliminary information statement that describes the Distribution and provides information regarding our business and management. The Registration Statement was declared effective by the SEC at 3:00 p.m. Central Time on June 25, 2021. The final information statement was furnished as exhibit 99.3 to the Form 8-K we filed with the SEC on July 12, 2021 (the "Information Statement"). The Combined Statements of Operations include all revenues and costs directly attributable to N-able as well as an allocation of expenses related to facilities, functions and services provided by SolarWinds. These corporate expenses have been allocated to us based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount. See Note 4. Relationship with Parent and Related Entities for further details. The allocated costs are deemed to be settled by N-able to SolarWinds in the period in which the expense was recorded in the Combined Statements of Operations. The Combined Statements of Cash Flows present these corporate expenses as cash flows from operating activities, as these costs were incurred by SolarWinds. Current and deferred income taxes and related tax expense have been determined based on the stand-alone results of N-able by applying Accounting Standards Codification No. 740, Income Taxes (“ASC 740”), to N-able’s operations in each country as if it were a separate taxpayer (i.e. following the Separate Return Methodology). The Combined Financial Statements include all assets and liabilities that reside in N-able legal entities. Assets and liabilities in shared entities were included in the stand-alone financial statements to the extent the asset or liability is primarily used by N-able. If N-able is not the primary user of the asset or liability, it was excluded entirely from the Combined Financial Statements. SolarWinds uses a legal entity approach to cash management and financing its operations. Accordingly, cash and cash equivalents, related party debt and related interest expense have been attributed to N‑able in the Combined Financial Statements only to the extent such items have been historically legally entitled within N-able legal entities. Any such items which exist in other entities, whether shared or otherwise, are outside of the control of the N-able business and have been excluded from the Combined Financial Statements. SolarWinds maintains various stock-based compensation plans at a corporate level. N-able employees participated in those programs and a portion of the compensation cost associated with those plans is included in N-able’s Combined Statements of Operations. However, the stock-based compensation expense has been included within Parent company net investment. The amounts presented in the Combined Financial Statements are not necessarily indicative of future awards and may not reflect the results that N-able would have experienced as a stand-alone entity. See Note 4. Relationship with Parent and Related Entities for further details. SolarWinds' third party debt and the related interest have not been allocated to us for any of the periods presented because SolarWinds' borrowings are primarily for corporate cash purposes and are not directly attributable to N-able. In addition, none of the N-able legal entities guarantee the debt nor are they jointly and severally liable for SolarWinds' debt. Any transactions which have been included in the Combined Financial Statements from legal entities which are not exclusively operating as N-able legal entities are considered to be effectively settled in the Combined Financial Statements at the time the transaction is recorded between SolarWinds and the N-able business. The total net effect of the settlement of these intercompany transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as Parent company net investment. Other transactions between N-able legal entities and other SolarWinds legal entities, to the extent such transactions have not been settled in cash as of the period-end date, are reflected in the Combined Balance Sheets as due to affiliates, and due from affiliates which is included within accounts receivable. All of the allocations and estimates in the Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Combined Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of N-able in the future or if N-able had been a separate, stand-alone publicly traded entity during the periods presented. Actual costs that may have been incurred if we had been a standalone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. Going forward, we may perform these functions using our own resources or outsourced services. For a period following the Separation, however, some of these functions will continue to be provided by SolarWinds under a Transition Services Agreement. Additionally, we will provide some services to SolarWinds under such Transition Services Agreement. |
Use of Estimates | The preparation of Combined Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The impact from the rapidly changing market and economic conditions due to the coronavirus disease 2019 ("COVID-19") pandemic on our business, results of operations and financial condition is uncertain. We have made estimates of the impact of the COVID-19 pandemic within our financial statements as of and for the three and six months ended June 30, 2021 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets, valuation allowances for tax assets and revenue recognition and may change in future periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include: • the valuation of goodwill, intangibles, long-lived assets and contingent consideration; • revenue recognition; • income taxes; and • management’s assessment of allocations. |
Recently Adopted Accounting Pronouncements | As of June 30, 2021, there have been no recent accounting pronouncements or changes in accounting pronouncements that are expected to have a material impact on our consolidated financial position, results of operations, or cash flows from those that were disclosed in the Information Statement. |
Fair Value Measurements | We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us. Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1. Level 3: Inputs that are unobservable in the marketplace and significant to the valuation. The carrying amounts reported in our Combined Balance Sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. Our related party debt with SolarWinds Holdings, Inc. is not carried at fair value. See Note 4. Relationship with Parent and Related Entities for further details regarding our related party debt. |
Deferred Revenue | Deferred revenue primarily consists of transaction prices allocated to remaining performance obligations from annually billed subscription agreements and maintenance services associated with our historical sales of perpetual license products which are delivered over time. Certain of our maintenance agreements are billed annually in advance for services to be performed over a 12-month period. We initially record the amounts allocated to maintenance performance obligations as deferred revenue and recognize these amounts ratably on a daily basis over the term of the maintenance agreement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Changes in accumulated other comprehensive income (loss) by component | Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Translation Adjustments Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2020 $ 48,991 $ 48,991 Other comprehensive loss before reclassification (13,912) (13,912) Net current period other comprehensive loss (13,912) (13,912) Balance at June 30, 2021 $ 35,079 $ 35,079 |
Disaggregation of revenue | Our revenue consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Subscription revenue $ 82,821 $ 70,820 $ 163,492 $ 140,975 Other revenue 2,519 2,604 5,038 5,717 Total subscription and other revenue $ 85,340 $ 73,424 $ 168,530 $ 146,692 During the three months and six months periods ended June 30, 2021 and 2020, respectively, we recognized the following revenue from subscription and other services at a point in time and over time: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Revenue recognized at a point in time $ 15,082 $ 13,917 $ 30,192 $ 28,611 Revenue recognized over time $ 70,258 $ 59,507 $ 138,338 $ 118,081 Total revenue recognized $ 85,340 $ 73,424 $ 168,530 $ 146,692 |
Details of total deferred revenue balance | Details of our total deferred revenue balance was as follows: Total Deferred Revenue (in thousands) Balance at December 31, 2020 $ 9,670 Deferred revenue recognized (8,465) Additional amounts deferred 8,377 Balance at June 30, 2021 $ 9,582 |
Remaining performance obligations for revenue recognition | We expect to recognize revenue related to remaining performance obligations as follows: Revenue Recognition Expected by Period Total Less than 1 1-3 years More than (in thousands) Expected recognition of deferred revenue $ 9,582 $ 9,462 $ 120 $ — |
Amortization of acquired technologies | Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our subscription products as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Amortization of acquired technologies $ 1,037 $ 6,132 $ 3,741 $ 11,876 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table reflects the changes in goodwill for the six months ended June 30, 2021: (in thousands) Balance at December 31, 2020 $ 874,083 Foreign currency translation (13,587) Balance at June 30, 2021 $ 860,496 |
Relationship with Parent and _2
Relationship with Parent and Related Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of the Components of General Allocated Corporate Expenses | The following table summarizes the components of general allocated corporate expenses for the three and six months ended June 30, 2021: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) General and administrative $ 10,012 $ 4,637 $ 19,101 $ 9,388 Research and development 63 400 135 853 Sales and marketing 6 326 34 710 Cost of revenue 8 18 50 106 Total $ 10,089 $ 5,381 $ 19,320 $ 11,057 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of shares in basic and diluted earnings per share calculation | A reconciliation of the number of shares in the calculation of basic and diluted earnings per share follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Basic earnings (loss) per share Numerator: Net income (loss) $ 462 $ 3,224 $ (3,816) $ 3,912 Net income (loss) available to common stockholders $ 462 $ 3,224 $ (3,816) $ 3,912 Denominator: Weighted-average common shares outstanding used in computing basic earnings (loss) per share 158,124 158,124 158,124 158,124 Basic earnings (loss) per share $ 0.00 $ 0.02 $ (0.02) $ 0.02 Diluted earnings (loss) per share Numerator: Net income (loss) available to common stockholders $ 462 $ 3,224 $ (3,816) $ 3,912 Denominator: Weighted-average shares used in computing diluted earnings (loss) per share 158,124 158,124 158,124 158,124 Diluted earnings (loss) per share $ 0.00 $ 0.02 $ (0.02) $ 0.02 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Jul. 19, 2021$ / sharesshares | Jun. 30, 2021 |
Schedule of Investments [Line Items] | ||
Maximum threshold of number of employees for consideration of a small and medium-sized enterprise | 1,000 | |
Subsequent Event | ||
Schedule of Investments [Line Items] | ||
Spinoff transaction, conversion ratio | 1 | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.001 | |
Private Placement | Subsequent Event | ||
Schedule of Investments [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 20,623,282 | |
SolarWinds Holdings, Inc. | Subsequent Event | ||
Schedule of Investments [Line Items] | ||
Spinoff transaction, conversion ratio | 2 | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.001 | |
Stock issued during period distributed for spinoff (in shares) | 158,124,341 | |
Common stock outstanding after distribution due to spinoff (in shares) | 316,248,682 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive loss before reclassification | $ (13,912) | |||
Other comprehensive income (loss) | $ 5,407 | $ 8,959 | (13,912) | $ (3,035) |
Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 48,991 | |||
Other comprehensive loss before reclassification | (13,912) | |||
Other comprehensive income (loss) | (13,912) | |||
Balance at end of period | 35,079 | 35,079 | ||
Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | 48,991 | |||
Balance at end of period | $ 35,079 | $ 35,079 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 85,340 | $ 73,424 | $ 168,530 | $ 146,692 |
Revenue recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 15,082 | 13,917 | 30,192 | 28,611 |
Revenue recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 70,258 | 59,507 | 138,338 | 118,081 |
Subscription revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 82,821 | 70,820 | 163,492 | 140,975 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,519 | $ 2,604 | $ 5,038 | $ 5,717 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Balance at December 31, 2020 | $ 9,670 |
Deferred revenue recognized | (8,465) |
Additional amounts deferred | 8,377 |
Balance at June 30, 2021 | $ 9,582 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Expected Recognition of Deferred Revenue (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 9,582 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 9,462 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue Recognition Expected by Period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 120 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue Recognition Expected by Period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue Recognition Expected by Period |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Cost of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product Information [Line Items] | ||||
Amortization of acquired technologies | $ 1,037 | $ 6,132 | $ 3,741 | $ 11,876 |
Subscription and other revenue | ||||
Product Information [Line Items] | ||||
Amortization of acquired technologies | $ 1,037 | $ 6,132 | $ 3,741 | $ 11,876 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Parent company net investment | $ 598,196 | $ 582,206 |
Deferred revenue | (9,582) | (9,670) |
Non-current deferred taxes | 3,796 | 5,846 |
Operating lease right-of-use assets | 33,579 | 13,697 |
Current operating lease liabilities | 3,157 | 2,860 |
Non-current operating lease liabilities | $ 39,459 | $ 14,641 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 874,083 |
Foreign currency translation | (13,587) |
Balance at end of period | $ 860,496 |
Relationship with Parent and _3
Relationship with Parent and Related Entities - Components of General Allocated Corporate Expenses (Details) - Affiliated Entity - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
General and administrative | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ 10,012 | |||
SolarWinds Holdings, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 10,089 | $ 5,381 | $ 19,320 | $ 11,057 |
SolarWinds Holdings, Inc. | General and administrative | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 4,637 | 19,101 | 9,388 | |
SolarWinds Holdings, Inc. | Research and development | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 63 | 400 | 135 | 853 |
SolarWinds Holdings, Inc. | Sales and marketing | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 6 | 326 | 34 | 710 |
SolarWinds Holdings, Inc. | Cost of revenue | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ 8 | $ 18 | $ 50 | $ 106 |
Relationship with Parent and _4
Relationship with Parent and Related Entities - Additional Information (Details) - USD ($) $ in Thousands | May 27, 2016 | Feb. 25, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Due to affiliates | $ 304,030 | $ 304,030 | $ 372,650 | ||||
ESPP | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum stock purchase, percentage of compensation | 20.00% | 20.00% | |||||
Offering period length | 6 months | ||||||
Purchase price of common stock, percent of market value | 85.00% | ||||||
Maximum value of common stock purchase, per year | $ 25 | ||||||
Minimum | Equity-Based Incentive Plan | |||||||
Related Party Transaction [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Maximum | Equity-Based Incentive Plan | |||||||
Related Party Transaction [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Affiliated Entity | SolarWinds Holdings, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Due to affiliates | $ 203,500 | $ 203,500 | 228,500 | ||||
Interest expense, related party | 6,100 | $ 7,100 | 12,600 | $ 14,700 | |||
Accounts payable, related parties | 20,400 | 20,400 | 8,000 | ||||
Accounts receivable, related parties | 400 | 400 | 300 | ||||
Expenses from transactions with related party | 10,089 | 5,381 | 19,320 | 11,057 | |||
Affiliated Entity | SolarWinds Holdings, Inc. | ESPP | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | 100 | 100 | 300 | 200 | |||
Affiliated Entity | SolarWinds Holdings, Inc. | Equity-Based Incentive Plan | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | 4,100 | $ 3,100 | 8,800 | $ 5,700 | |||
Affiliated Entity | SolarWinds Holdings, Inc. | Loan Agreement With SolarWinds Holdings, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Loans payable | 100,500 | 100,500 | 144,200 | ||||
Affiliated Entity | SolarWinds Holdings, Inc. | Loans Payable | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount of debt | $ 250,000 | ||||||
Affiliated Entity | SolarWinds Holdings, Inc. | Loans Payable | Loan Agreement With SolarWinds Holdings, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount of debt | $ 200,000 | ||||||
Related party transaction, rate | 2.24% | ||||||
Affiliated Entity | SolarWinds Holdings, Inc. | Loans Payable | LIBOR | |||||||
Related Party Transaction [Line Items] | |||||||
Basis spread on variable rate | 9.80% | ||||||
Affiliated Entity | SolarWinds Holdings, Inc. | Other Noncurrent Liabilities | |||||||
Related Party Transaction [Line Items] | |||||||
Due to affiliates | $ 304,000 | $ 304,000 | $ 372,700 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - Subsequent Event | Jul. 19, 2021$ / sharesshares |
Schedule of Investments [Line Items] | |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.001 |
Spinoff transaction, conversion ratio | 1 |
SolarWinds Holdings, Inc. | |
Schedule of Investments [Line Items] | |
Stock issued during period distributed for spinoff (in shares) | shares | 158,124,341 |
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.001 |
Common stock outstanding after distribution due to spinoff (in shares) | shares | 316,248,682 |
Spinoff transaction, conversion ratio | 2 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Shares in the Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) | $ 462 | $ 3,224 | $ (3,816) | $ 3,912 |
Net income (loss) available to common stockholders | 462 | 3,224 | (3,816) | 3,912 |
Net income (loss) available to common stockholders | $ 462 | $ 3,224 | $ (3,816) | $ 3,912 |
Denominator: | ||||
Weighted-average common shares outstanding used in computing basic earnings (loss) per share (in shares) | 158,124 | 158,124 | 158,124 | 158,124 |
Basic earnings (loss) per share (in dollars per share) | $ 0 | $ 0.02 | $ (0.02) | $ 0.02 |
Weighted-average shares used in computing diluted earnings (loss) per share (in shares) | 158,124 | 158,124 | 158,124 | 158,124 |
Diluted earnings (loss) per share (in dollars per share) | $ 0 | $ 0.02 | $ (0.02) | $ 0.02 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 3,283 | $ 3,293 | $ 5,693 | $ 5,286 |
Effective income tax rate | 87.70% | 50.50% | 303.30% | 57.50% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ / shares in Units, $ in Millions | Jul. 19, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Payments for private placement distributions to former parent | $ 216 |
Private Placement | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | shares | 20,623,282 |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10.91 |
Sale of stock, consideration received on transaction | $ 225 |
Secured Debt | JPMorgan Chase, Bank, N.A. | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | 410 |
Payments of line of credit proceeds to former parent | 16.5 |
Secured Debt | JPMorgan Chase, Bank, N.A. | Term Loan Facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | 350 |
Revolving Credit Facility | JPMorgan Chase, Bank, N.A. | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 60 |