N-able, Inc. - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40297

N-able, Inc.

(Exact name of registrant as specified in its charter)


Delaware						85-4069861
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

30 Corporate Drive

Suite 400

Burlington, Massachusetts 01803

(781) 328-6490

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	NABL	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

On August 7, 2023, 182,517,738 shares of common stock, par value $0.001 per share, were outstanding.

N-able, Inc.

Table of Contents


PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (Unaudited)	5
	Consolidated Balance Sheets as of June 30 , 2023 and December 31, 2022	5
	Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2023 and 2022	6
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30 , 2023 and 2022	7
	Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30 , 2023 and 2022	8
	Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2023 and 2022	10
	Notes to the Consolidated Financial Statements	11
	1. Organization and Nature of Operations
	2. Summary of Significant Accounting Policies
	3. Acquisitions
	4. Goodwill
	5. Relationship with Parent and Related Entities
	6. Fair Value Measurements
	7. Accrued Liabilities and Other
	8. Debt
	9. Earnings Per Share
	10. Income Taxes
	11. Commitment and Contingencies

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures of Market Risk	35
Item 4.	Controls and Procedures	37
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38

Item 5.	Other Information	38
Item 6.	Exhibits	39
	Signature	41

Safe Harbor Cautionary Statement

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 (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such statements may be signified by terms such as “aim,” “anticipate,” “believe,” “continue,” “expect,” “feel,” “intend,” “estimate,” “seek,” “plan,” “may,” “can,” “could,” “should,” “will,” “would” or similar expressions and the negatives of those terms. In this report, forward-looking statements include statements regarding our financial projections, future financial performance and plans and objectives for future operations including, without limitation, the following:

•expectations regarding our financial condition and results of operations, including revenue, revenue growth, revenue mix, cost of revenue, operating expenses, operating income, non-GAAP operating income, non-GAAP operating margin, adjusted EBITDA and adjusted EBITDA margin, cash flows and effective income tax rate;

•expectations regarding the impact of foreign exchange rates and macroeconomic conditions on our business;

•expectations regarding investment in product development and our expectations about the results of those efforts;

•expectations concerning acquisitions and opportunities resulting from our acquisitions;

•expectations regarding hiring additional personnel globally in the areas of sales and marketing and research and development;

•intentions regarding our international earnings;

•expectations regarding our capital expenditures;

•expectations regarding the outcome or impact of litigation disclosed in this Quarterly Report on Form 10-Q;

•our beliefs regarding the sufficiency of our cash and cash equivalents, cash flows from operating activities and borrowing capacity; and

•expectations regarding our spin-off from SolarWinds Corporation (“SolarWinds”) into a newly created and separately traded public company.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following:

•risks related to our spin-off from SolarWinds into a newly created and separately-traded public company, including that the spin-off could disrupt or adversely affect our business, results of operations and financial condition, that the spin-off may not achieve some or all of any anticipated benefits with respect to our business; that the distribution, together with certain related transactions, may not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, which could result in N-able incurring significant tax liabilities, and, in certain circumstances, requiring us to indemnify SolarWinds for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement;

•the possibility that a worsening of the global COVID-19 pandemic or a new pandemic or other public health crisis may adversely affect our business, results of operations and financial condition or that the impact of such occurrences could negatively affect the global economy or the business operations and financial conditions of our customers, their end customers and our prospective customers;

•the impact of adverse economic conditions;

•our ability to sell subscriptions to new managed service provider (“MSP”) partners, to sell additional solutions to our existing MSP partners and to increase the usage of our solutions by our existing MSP partners, as well as our ability to generate and maintain MSP partner loyalty;

•any decline in our renewal or net retention rates;

•the possibility that general economic conditions or uncertainty may cause information technology spending to be reduced or purchasing decisions to be delayed, including as a result of the COVID-19 pandemic, inflation, actions taken by central banks to counter inflation, rising interest rates, the impact of bank failures and related financial services industry uncertainty, war and political unrest, military conflict (including between Russia and Ukraine), terrorism, sanctions or other geopolitical events globally, or that such factors may otherwise harm our business, financial condition or results of operations;

•any inability to generate significant volumes of high quality sales leads from our digital marketing initiatives and convert such leads into new business at acceptable conversion rates;

•any inability to successfully identify, complete and integrate acquisitions and manage our growth effectively;

•risks associated with our international operations including, but not limited to, regulatory, political, tax and labor conditions;

•foreign exchange gains and losses related to expenses and sales denominated in currencies other than the functional currency of an associated entity;

•risks that cyberattacks, including the cyberattack on SolarWinds’ Orion Software Platform and internal systems announced by SolarWinds in December 2020, or the Cyber Incident, and other security incidents may result in compromises or breaches of our, our MSP partners’, or their SME customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our MSP partners’, or their SME customers’ environments, the exploitation of vulnerabilities in our, our MSP partners’, or their SME customers’ security, the theft or misappropriation of our, our MSP partners’, or their SME customers’ proprietary and confidential information, and interference with our, our MSP partners’, or their SME customers’ operations, exposure to legal and other liabilities, higher MSP partner and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business;

•our status as a controlled company;

•our ability to attract and retain qualified employees and key personnel as a standalone public company;

•the timing and success of new product introductions and product upgrades by us or our competitors;

•our ability to protect and defend our intellectual property and not infringe upon others’ intellectual property;

•the possibility that our operating income could fluctuate and may decline as percentage of revenue as we make further expenditures to expand our operations in order to support additional growth in our business;

•our indebtedness, including increased borrowing costs resulting from rising interest rates, potential restrictions on our operations and the impact of events of default;

•our ability to operate our business internationally and increase sales of our solutions to our MSP partners located outside of the United States;

•increased costs associated with the loss of emerging growth company status; and

•such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in this Quarterly Report on Form 10-Q.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially and adversely from those anticipated in these forward-looking statements, even if new information becomes available in the future.

In this report “N-able,” “Company,” “we,” “us” and “our” refer to N-able, Inc. and its consolidated subsidiaries, and references to “SolarWinds” and “Parent” refer to SolarWinds Corporation.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

N-able, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)


	June 30,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	109,190	$	98,847
Accounts receivable, net of allowances of $1,259 and $1,330 as of June 30, 2023 and December 31, 2022, respectively	40,164		34,798
Income tax receivable	15,738		7,814
Prepaid and other current assets	18,545		12,697
Total current assets	183,637		154,156
Property and equipment, net	38,302		37,404
Operating lease right-of-use assets	29,561		31,752
Deferred taxes	1,566		795
Goodwill	831,666		828,795
Intangible assets, net	7,499		8,873
Other assets, net	20,810		17,082
Total assets	$	1,113,041	$	1,078,857
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	5,600	$	3,544
Accrued liabilities and other	39,507		35,630
Current operating lease liabilities	5,816		5,771
Income taxes payable	7,657		1,629
Current portion of deferred revenue	11,543		11,740
Current debt obligation	3,500		3,500
Total current liabilities	73,623		61,814
Long-term liabilities:
Deferred revenue, net of current portion	171		387
Non-current deferred taxes	1,986		2,783
Non-current operating lease liabilities	30,690		33,110
Long-term debt, net of current portion	332,450		333,488
Other long-term liabilities	5,214		5,204
Total liabilities	444,134		436,786
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value: 550,000,000 shares authorized and 182,471,083 and 180,849,537 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	182		181
Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	—		—
Additional paid-in capital	647,188		632,871
Accumulated other comprehensive loss	(3,345)		(7,815)
Retained earnings	24,882		16,834
Total stockholders' equity	668,907		642,071
Total liabilities and stockholders' equity	$	1,113,041	$	1,078,857

The accompanying notes are an integral part of these Consolidated Financial Statements.

N-able, Inc.

Consolidated Statements of Operations

(In thousands, except per share information)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue:
Subscription and other revenue	$	106,080	$	91,627	$	205,898	$	182,487
Cost of revenue:
Cost of revenue	16,559		13,624		32,312		26,905
Amortization of acquired technologies	463		545		919		1,527
Total cost of revenue	17,022		14,169		33,231		28,432
Gross profit	89,058		77,458		172,667		154,055
Operating expenses:
Sales and marketing	34,889		32,020		67,452		63,074
Research and development	20,234		15,241		39,044		30,626
General and administrative	18,091		18,440		35,439		36,069
Amortization of acquired intangibles	10		1,460		574		2,921
Total operating expenses	73,224		67,161		142,509		132,690
Operating income	15,834		10,297		30,158		21,365
Other expense:
Interest expense, net	(7,530)		(3,845)		(14,730)		(7,371)
Other income, net	1,004		175		1,992		1,234
Total other expense	(6,526)		(3,670)		(12,738)		(6,137)
Income before income taxes	9,308		6,627		17,420		15,228
Income tax expense	4,799		2,300		9,372		5,800
Net income	$	4,509	$	4,327	$	8,048	$	9,428
Net income per share:
Basic earnings per share	$	0.02	$	0.02	$	0.04	$	0.05
Diluted earnings per share	$	0.02	$	0.02	$	0.04	$	0.05
Weighted-average shares used to compute net income per share:
Shares used in computation of basic earnings per share:	182,249		180,034		181,843		179,948
Shares used in computation of diluted earnings per share:	185,643		180,504		184,732		180,675

The accompanying notes are an integral part of these Consolidated Financial Statements.

N-able, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	4,509	$	4,327	$	8,048	$	9,428
Other comprehensive (loss) income:
Foreign currency translation adjustment	(1,233)		(25,775)		4,470		(34,942)

Other comprehensive (loss) income	(1,233)		(25,775)		4,470		(34,942)
Comprehensive income (loss)	$	3,276	$	(21,448)	$	12,518	$	(25,514)

The accompanying notes are an integral part of these Consolidated Financial Statements.

N-able, Inc.

Consolidated Statements of Stockholders' Equity

(In thousands)

(Unaudited)


	Three Months Ended June 30, 2023
	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total








Balance as of March 31, 2023	182,036	$	182	$	637,752	$	(2,112)	$	20,373	$	656,195
Net income	—	—		—		—		4,509		4,509
Foreign currency translation adjustment	—	—		—		(1,233)		—		(1,233)
Exercise of stock options	10	—		5		—		—		5
Restricted stock units issued, net of shares withheld for taxes	425	—		(2,402)		—		—		(2,402)
Issuance of stock	—	—		—		—		—		—
Issuance of stock under employee stock purchase plan	—	—		—		—		—		—
Stock-based compensation	—	—		11,833		—		—		11,833
Balance as of June 30, 2023	182,471	$	182	$	647,188	$	(3,345)	$	24,882	$	668,907


	Six Months Ended June 30, 2023
	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total








Balance as of December 31, 2022	180,850	$	181	$	632,871	$	(7,815)	$	16,834	$	642,071
Net income	—	—		—		—		8,048		8,048
Foreign currency translation adjustment	—	—		—		4,470		—		4,470
Exercise of stock options	36	—		26		—		—		26
Restricted stock units issued, net of shares withheld for taxes	1,494	1		(8,240)		—		—		(8,239)
Issuance of stock	3	—		—		—		—		—
Issuance of stock under employee stock purchase plan	88	—		771		—		—		771
Stock-based compensation	—	—		21,760		—		—		21,760
Balance as of June 30, 2023	182,471	$	182	$	647,188	$	(3,345)	$	24,882	$	668,907


	Three Months Ended June 30, 2022
	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total
Balance as of March 31, 2022	179,916	$	180	$	607,261	$	5,886	$	5,228	$	618,556
Net income	—	—		—		—		4,327		4,327
Foreign currency translation adjustment	—	—		—		(25,775)		—		(25,775)
Exercise of stock options	10	—		11		—		—		11
Restricted stock units issued, net of shares withheld for taxes	215	—		(991)		—		—		(991)
Issuance of stock	6	—		—		—		—		—
Issuance of stock under employee stock purchase plan	—	—		—		$	—	—		—
Stock-based compensation	—	—		9,866		—		—		9,866
Balance as of June 30, 2022	180,147	$	180	$	616,148	$	(19,889)	$	9,555	$	605,994


	Six Months Ended June 30, 2022
	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total
Balance as of December 31, 2021	179,049	$	179	$	602,996	$	15,053	$	127	$	618,355
Net income	—	—		—		—		9,428		9,428
Foreign currency translation adjustment	—	—		—		(34,942)		—		(34,942)
Exercise of stock options	23	—		27		—		—		27
Restricted stock units issued, net of shares withheld for taxes	961	1		(5,543)		—		—		(5,542)
Issuance of stock	57	—		—		—		—		—
Issuance of stock under employee stock purchase plan	57	—		568		$	—	—		568
Stock-based compensation	—	—		18,100		—		—		18,100
Balance as of June 30, 2022	180,147	$	180	$	616,148	$	(19,889)	$	9,555	$	605,994

The accompanying notes are an integral part of these Consolidated Financial Statements.

N-able, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities
Net income	$	8,048	$	9,428
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,813		12,233
Benefit from doubtful accounts	(71)		(73)
Stock-based compensation expense	21,595		17,966
Deferred taxes	14		345
Amortization of debt issuance costs	792		814

Operating lease right-of-use assets, net	(512)		(424)
Loss (gain) on foreign currency exchange rates	555		(597)
Gain on contingent consideration	(327)		—
Other non-cash expenses	128		43
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable	(5,906)		(1,512)
Income tax receivable	(7,919)		(1,884)
Prepaid expenses and other assets	(5,814)		217
Accounts payable	872		(839)
Due to and from affiliates	—		(463)
Accrued liabilities and other	4,397		(1,822)

Income taxes payable	5,981		1,965
Deferred revenue	(415)		358
Other long-term assets	(918)		112
Other long-term liabilities	44		—
Net cash provided by operating activities	31,357		35,867
Cash flows from investing activities
Purchases of property and equipment	(6,969)		(5,427)
Purchases of intangible assets	(4,669)		(2,356)

Net cash used in investing activities	(11,638)		(7,783)
Cash flows from financing activities

Payments of tax withholding obligations related to restricted stock units	(8,240)		(5,543)
Exercise of stock options	26		27
Proceeds from issuance of common stock under employee stock purchase plan	771		568
Repayments of borrowings from Credit Agreement	(1,750)		(1,750)
Net cash used in financing activities	(9,193)		(6,698)
Effect of exchange rate changes on cash and cash equivalents	(183)		(1,504)
Net increase in cash and cash equivalents	10,343		19,882
Cash and cash equivalents
Beginning of period	98,847		66,736
End of period	$	109,190	$	86,618

Supplemental disclosure of cash flow information:
Cash paid for interest	$	13,703	$	6,183
Cash paid for income taxes	$	9,890	$	3,829

Supplemental disclosure of non-cash activities:
Change in purchases of property, equipment and leasehold improvements included in accounts payable and accrued expenses	$	956	$	(583)
Right-of-use assets obtained in exchange for operating lease liabilities	$	483	$	967

The accompanying notes are an integral part of these Consolidated Financial Statements.

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. 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 158,020,156 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 316,040,312 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”). 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.

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 for 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 and profitability.

Emerging Growth Company

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”).

Based on the market value of our common stock held by non-affiliates as of June 30, 2023 (the last business day of the most recently completed second fiscal quarter), we will cease to qualify as an EGC as of the end of the fiscal year ending December 31, 2023. As a result, we will no longer be able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, we will no longer be able to use the extended transition period for complying with new or revised accounting standards available to emerging growth companies and will be required to adopt new or revised accounting standards as of the effective dates for public companies. Accordingly, we expect to recognize increased costs related to these new reporting requirements

2. Summary of Significant Accounting Policies

Basis of Presentation

Our interim Consolidated Financial Statements do not include all of the information and footnotes required by United States of America generally accepted accounting principles (“GAAP”) for complete financial statements. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited Consolidated

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022, referred to as our “2022 Annual Report.”

Use of Estimates

The preparation of Consolidated 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 in part 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 long-term impact of the COVID-19 pandemic within our financial statements as of and for the three and six months ended June 30, 2023 and 2022 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; and

•income taxes.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides temporary optional expedients and exceptions to the existing guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to reference rate reform. The standard became effective upon issuance and may be applied to any new or amended contracts, hedging relationships, and other transactions that reference LIBOR through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” extending the sunset date of the relief provided under ASU No. 2020-04 to December 31, 2024. We do not believe this standard will have a material impact on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, “Revenue from Contracts with Customers,” instead of at fair value on the acquisition date as previously required by ASC 805, “Business Combinations.” The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, and early adoption is permitted. The updated guidance will be applied prospectively to business combinations occurring during or after the fiscal year of adoption. We adopted this standard as of January 1, 2023. The adoption of the standard did not have a material impact on our consolidated financial statements for the three and six months ended June 30, 2023.

Money Market Fund Financial Assets

As of June 30, 2023 and December 31, 2022, we have money market fund financial assets of $71.3 million and $48.4 million, respectively, which are included in “cash and cash equivalents” in our Consolidated Balance Sheets. See “Fair Value Measurements” below and Note 6. Fair Value Measurements for further details regarding the fair value measurements of our money market fund financial assets.

Fair Value Measurements

We apply the authoritative guidance on fair value measurements for financial assets and liabilities, such as our money market fund financial assets and contingent consideration 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.

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.

The carrying amounts reported in our Consolidated Balance Sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. See Note 6. Fair Value Measurements for a summary of our financial instruments accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, the carrying value of our outstanding debt approximates its estimated fair value as the interest rate on the debt is adjusted for changes in market rates. See Note 8. Debt for additional information regarding our debt.

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component are summarized below:


	Foreign Currency Translation Adjustments		Accumulated Other Comprehensive Loss

	(in thousands)




Balance at December 31, 2022	$	(7,815)	$	(7,815)
Other comprehensive income before reclassification	4,470		4,470

Net current period other comprehensive income	4,470		4,470
Balance at June 30, 2023	$	(3,345)	$	(3,345)

Revenue

Our revenue consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(in thousands)
Subscription revenue	$	103,355	$	89,369	$	200,797	$	178,004
Other revenue	2,725		2,258		5,101		4,483
Total subscription and other revenue	$	106,080	$	91,627	$	205,898	$	182,487

During the three and six month periods ended June 30, 2023 and 2022, 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,
	2023		2022		2023		2022

	(in thousands)
Revenue recognized at a point in time	$	15,493	$	14,749	$	30,772	$	30,263
Revenue recognized over time	90,587		76,878		175,126		152,224
Total revenue recognized	$	106,080	$	91,627	$	205,898	$	182,487

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.

The following table reflects the changes in our total deferred revenue balance for the six months ended June 30, 2023:

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)


	Total Deferred Revenue

	(in thousands)
Balance at December 31, 2022	$	12,127

Deferred revenue recognized	(10,718)
Additional amounts deferred	10,305

Balance at June 30, 2023	$	11,714

We expect to recognize revenue related to remaining performance obligations as of June 30, 2023, as follows:


	Revenue Recognition Expected by Period
	Total		Less than 1 year		1-3 years		More than 3 years

	(in thousands)
Expected recognition of remaining performance obligations	$	12,712	$	12,317	$	394	$	1

Cost of Revenue

Amortization of Acquired Technologies. During the three and six month periods ended June 30, 2023 and 2022, respectively, 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,
	2023		2022		2023		2022

	(in thousands)

Amortization of acquired technologies	$	463	$	545	$	919	$	1,527

3. Acquisitions

On July 1, 2022, we completed the acquisition of all the outstanding equity of Spinpanel B.V. (“Spinpanel”) for a total consideration of up to approximately $20.0 million, including up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. We funded the transaction with cash on hand. Based in the Netherlands, Spinpanel is a multi-tenant Microsoft 365 management and automation platform built for Microsoft Cloud Solution Providers to automate the provisioning, security, and management of all Microsoft tenants, users, and licenses in a single consolidated hub. The acquisition of Spinpanel is intended to help our partners optimize the value of their Microsoft Cloud products and, in turn, give Spinpanel customers access to a wider array of IT management and security solutions. We incurred net acquisition-related costs of $0.3 million during the year ended December 31, 2022, which are included in general and administrative expense. Goodwill and acquired identifiable intangible assets for this acquisition are not deductible for tax purposes.

The initial determination of the fair value of the assets acquired and liabilities assumed was based on a preliminary valuation and the estimates and assumptions for these items were subject to change as we obtained additional information during the measurement period. Subsequent changes to the purchase price or other fair value adjustments determined during the measurement period were recorded as an adjustment to goodwill. During the three months ended March 31, 2023, a measurement period adjustment of $1.6 million was recorded to non-current deferred tax liabilities and goodwill. See Note 4. Goodwill for additional information regarding changes in goodwill for the six months ended June 30, 2023. The measurement period concluded as of June 30, 2023.

The following table summarizes the amounts recognized for the assets acquired and liabilities assumed:

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)


	(in thousands)
Current assets, including cash acquired of $6	$	128
Property and equipment, net	48
Current liabilities	(1,199)
Non-current deferred tax liabilities	(764)
Identifiable intangible assets
Developed technology	8,890
Customer relationships	80
Goodwill	7,176
Total assets acquired, net	$	14,359

The following table summarizes the total consideration for the assets acquired and liabilities assumed:


	(in thousands)
Cash paid, net of cash acquired of $6	$	9,199
Contingent consideration	5,160
Total consideration, net	$	14,359

The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life by category:


	Fair Value		Weighted-Average Useful Life
	(in thousands)		(in years)
Developed technology	$	8,890	5
Customer relationships	80		3
Total identifiable intangible assets	$	8,970

The results of operations related to Spinpanel since the acquisition date are included in our Consolidated Financial Statements during the three and six months ended June 30, 2023. As noted above, total consideration includes up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. The contingent consideration liabilities will be re-evaluated at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. The fair value of this contingent consideration was $5.2 million at the date of acquisition and $5.1 million and $5.3 million as of December 31, 2022 and March 31, 2023, respectively. As of June 30, 2023, the fair value of this contingent consideration is $4.8 million, resulting in the recognition of a gain of $0.6 million and $0.3 million for the three months and six months ended June 30, 2023, respectively. The contingent consideration is included in other long-term liabilities in our Consolidated Balance Sheets as of June 30, 2023. See Note 6. Fair Value Measurements, Note 7. Accrued Liabilities and Other, and Note 11. Commitments and Contingencies for additional information regarding our contingent consideration liabilities.

Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue, net income and net income per share is not material. We recognize revenue on the acquired products in accordance with our revenue recognition policy as described in Note 2. Summary of Significant Accounting Policies.

4. Goodwill

The following table reflects the changes in goodwill for the six months ended June 30, 2023:


	(in thousands)
Balance at December 31, 2022	$	828,795
Acquisitions	(1,550)
Foreign currency translation	4,421
Balance at June 30, 2023	$	831,666

5. Relationship with Parent and Related Entities

Due to and from Affiliates

There were no amounts due to or from SolarWinds as of June 30, 2023 and December 31, 2022, respectively.

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Equity-Based Incentive Plans

Prior to the Separation and Distribution, certain of our employees participated in 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 non-qualified 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 were eligible to be awarded stock-based incentive awards, including 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 Parent incentive plans generally vested over periods ranging from one to five years. We measure stock-based compensation for all stock-based incentive awards at fair value on the grant date. Stock-based compensation expense is generally recognized on a straight-line basis over the requisite service periods of the awards.

In connection with the Separation and Distribution, all of the vested and outstanding and unvested SolarWinds equity awards held by our employees were converted to N-able awards through the Conversion. The modification of these equity awards resulted in incremental compensation expense to the extent the estimated fair value of the awards immediately following the modification exceeded the estimated fair value of the awards immediately prior to the modification. This expense is to be recognized upfront for all vested and outstanding awards and over the remaining vesting term for all unvested awards. For the three months ended June 30, 2023 and 2022, we recognized $0.2 million and $0.6 million, respectively, of incremental expense in connection with the Conversion. For the six months ended June 30, 2023 and 2022, we recognized $0.5 million and $1.2 million, respectively, of incremental expense in connection with the Conversion. We include stock-based compensation expense in operating expense (general and administrative, sales and marketing and research and development) and cost of revenue on our Consolidated Statements of Operations, depending on the nature of the employee’s role in our operations.

Agreements with SolarWinds

In connection with the completion of the Separation and Distribution on July 19, 2021, we entered into several agreements with SolarWinds that, among other things, provide a framework for our relationship with SolarWinds after the Separation and Distribution. The following summarizes some of the most significant agreements and relationships with SolarWinds.

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth our agreements with SolarWinds regarding the principal actions taken in connection with the Separation and Distribution. It also sets forth other agreements that govern aspects of our relationship with SolarWinds following the Separation and Distribution, including (i) the manner in which legal matters and claims are allocated and certain liabilities are shared between N-able and SolarWinds; (ii) other matters including transfers of assets and liabilities, treatment or termination of intercompany arrangements and the settlement or extinguishment of certain liabilities and other obligations between N-able and SolarWinds; and (iii) mutual indemnification clauses. The Separation and Distribution Agreement also provides that SolarWinds will be liable and obligated to indemnify us for all liabilities based upon, arising out of, or relating to the Cyber Incident other than certain specified expenses for which we will be responsible. The term of the Separation and Distribution Agreement is indefinite and it may only be terminated with the prior written consent of both N-able and SolarWinds.

Transition Services Agreement

We entered into a Transition Services Agreement pursuant to which N-able and SolarWinds provide various services to each other. Under this agreement, SolarWinds continues to provide us with certain corporate and shared services, such as engineering, marketing, internal audit and travel support in exchange for the fees specified in the agreement. The Transition Services Agreement terminated during the year ended December 31, 2022, on the expiration of the term of the last service provided under it. We incurred less than $0.1 million of costs under the Transition Services Agreement during the three and six months ended June 30, 2022, respectively.

Tax Matters Agreement

We entered into a Tax Matters Agreement with SolarWinds that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. Costs incurred under the Tax Matters Agreement were insignificant during the three and six months ended June 30, 2023 and 2022, respectively.

Software OEM Agreements

We entered into Software OEM Agreements with SolarWinds pursuant to which SolarWinds granted to N-able, and N-able granted to SolarWinds, a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain SolarWinds and N-able software products, respectively, to customers on a worldwide basis. Each agreement has a two year term, and may be terminated by the applicable licensor in certain instances. We earned $0.4 million of revenue during the three months ended June 30, 2023 and 2022, respectively, and incurred less than $0.1 million of costs during the three months ended

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2023 and 2022, respectively, under the Software OEM Agreements. We earned $0.8 million and $0.7 million of revenue during the six months ended June 30, 2023 and 2022, respectively, and incurred $0.1 million of costs during the six months ended June 30, 2023 and 2022, respectively, under the Software OEM Agreements.

Employee Matters Agreement

We entered into an Employee Matters Agreement with SolarWinds that governs N-able's and SolarWinds’ compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocated liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs. Costs incurred under the Employee Matters Agreement were insignificant during the three and six months ended June 30, 2023 and 2022, respectively.

Intellectual Property Matters Agreement

We entered into an Intellectual Property Matters Agreement with SolarWinds pursuant to which each party granted to the other party a generally irrevocable, non-exclusive, worldwide, and royalty-free license to use certain intellectual property rights retained by the other party. Under the Intellectual Property Matters Agreement, the term for the licensed or sublicensed know-how is perpetual and the term for each licensed or sublicensed patent is until expiration of the last valid claim of such patent. The Intellectual Property Matters Agreement will terminate only if N-able and SolarWinds agree in writing to terminate it. Costs incurred under the Intellectual Property Matters Agreement were insignificant during the three and six months ended June 30, 2023 and 2022, respectively.

Trademark License Agreement

We entered into a Trademark License Agreement with SolarWinds pursuant to which SolarWinds granted to N-able a generally limited, worldwide, non-exclusive and royalty-free license to use certain trademarks retained by SolarWinds that were used by SolarWinds in the conduct of its business prior to the Separation and Distribution. The Trademark License Agreement will terminate once we cease to use all of the licensed trademarks. Costs incurred under the Trademark License Agreement were insignificant during the three and six months ended June 30, 2023 and 2022, respectively.

Software Cross License Agreement

We entered into a Software Cross License Agreement with SolarWinds pursuant to which each party granted to the other party a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. The term of the Software Cross License Agreement will be perpetual unless N-able and SolarWinds agree in writing to terminate the agreement. We earned less than $0.1 million of revenue during the three months ended June 30, 2023 and 2022, respectively, and incurred less than $0.1 million and $0.2 million of costs during the three months ended June 30, 2023 and 2022, respectively, under the Software Cross License Agreement. We earned $0.1 million and less than $0.1 million of revenue during the six months ended June 30, 2023 and 2022, respectively, and incurred $0.1 million and $0.4 million of costs during the six months ended June 30, 2023 and 2022, respectively, under the Software Cross License Agreement.

6. Fair Value Measurements

The following table summarizes the fair value of our money market fund financial assets and contingent consideration financial liabilities that were measured on a recurring basis as of June 30, 2023 and December 31, 2022. See Note 3. Acquisitions and Note 11. Commitments and Contingencies for additional information regarding our contingent consideration liabilities. There have been no transfers between fair value measurement levels during the six months ended June 30, 2023.


	Fair Value Measurements at June 30, 2023 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

	(in thousands)
Assets:
Money market funds	$	71,338	$	—	$	—	$	71,338
Liabilities:
Contingent consideration	$	—	$	—	$	4,760	$	4,760

As of June 30, 2023, the carrying value of our outstanding debt approximates its estimated fair value as the interest rate on the debt is adjusted for changes in market rates. See Note 8. Debt for additional information regarding our debt.

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

7. Accrued Liabilities and Other

Accrued and other current liabilities were as follows:


	June 30,		December 31,
	2023		2022

	(in thousands)
Payroll-related accruals	$	18,045	$	19,622
Value-added and other tax	5,767		1,904
Purchasing accruals	3,496		4,390
Accrued royalties	2,486		1,104
Accrued contingent consideration liability	2,450		2,746
Accrued other liabilities	7,263		5,864
Total accrued liabilities and other	$	39,507	$	35,630

8. Debt

In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company, including N-able International Holdings I, Inc. (as guarantor) and N-able International Holdings II, Inc. (as borrower), 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. N-able International Holdings I, Inc. is a holding company with no other operations, cash flows, material assets or liabilities other than the equity interests in N-able International Holdings II, Inc. 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.

The following table summarizes information relating to our outstanding debt as of June 30, 2023:



	Amount Outstanding		Effective Rate

	(in thousands, except interest rates)
Term loan facility	$	343,875	8.48	%
Revolving credit facility	—		—	%
Total principal amount	343,875
Unamortized discount and debt issuance costs	(7,925)
Total debt, net	335,950
Less: Current debt obligation	(3,500)
Long-term debt, net of current portion	$	332,450

Borrowings denominated in U.S. dollars under the Revolving Facility bear interest at a floating rate of an Adjusted LIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%. The borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted EURIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%. Borrowings under the Term Loan bear interest at a floating rate of an Adjusted LIBOR rate (subject to a “floor” of 0.5%) for a specified interest period plus an applicable margin of 3.00%. Each margin is subject to reductions to 2.75% and 1.75%, respectively, based on our first lien net leverage ratio.

On June 26, 2023, the parties entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement. Amendment No. 1 amended the Credit Agreement to, among other things, replace the LIBOR-based rate included in the Credit Agreement with a Secured Overnight Financing Rate (“SOFR”)-based rate, as an interest rate benchmark. Other than the foregoing, the material terms of the Credit Agreement described herein remain unchanged. The effective interest rate on our outstanding debt will remain as the LIBOR-based rate of 8.48% until August 31, 2023, at which point it will transition to a SOFR-based rate.

In addition to paying interest on loans outstanding under the Revolving Facility, we are required to pay a commitment fee of 0.375% per annum in respect of unused commitments thereunder, subject to a reduction to 0.25% per annum based on our first lien net leverage ratio.

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

The Term Loan requires quarterly repayments equal to 0.25% of the original principal amount, commencing in December 2021 through June 2028. The final maturity dates of the Revolving Facility and Term Loan are July 18, 2026 and July 18, 2028, respectively.

The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; create liens; engage in mergers or consolidations; sell or transfer assets; pay dividends and distributions or repurchase our capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; and enter into negative pledge agreements. In addition, the Revolving Facility is subject to a financial covenant requiring compliance with a maximum first lien net leverage ratio of 7.50 to 1.00 at the end of each fiscal quarter, which will trigger when loans outstanding under the Revolving Facility exceed 35% of the aggregate commitments under the Revolving Facility. The Credit Agreement contains certain customary events of default, including, among others, failure to pay principal, interest or other amounts; inaccuracy of representations and warranties; violation of covenants; cross events of default; certain bankruptcy and insolvency events; certain ERISA events; certain undischarged judgments; and change of control.

As of June 30, 2023, we were in compliance with all covenants of the Credit Agreement.

The following table summarizes the remaining future minimum principal payments under Credit Agreement as of June 30, 2023:



	(in thousands)
2023	$	1,750
2024	3,500
2025	3,500
2026	3,500
2027	3,500
Thereafter	328,125
Total minimum principal payments	$	343,875

9. Earnings Per Share

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,
	2023		2022		2023		2022

	(in thousands)
Basic earnings per share:
Numerator:
Net income	$	4,509	$	4,327	$	8,048	$	9,428

Denominator:
Weighted-average common shares outstanding used in computing basic earnings per share	182,249		180,034		181,843		179,948
Basic earnings per share	$	0.02	$	0.02	$	0.04	$	0.05

Diluted earnings per share:
Numerator:
Net income	$	4,509	$	4,327	$	8,048	$	9,428
Denominator:
Weighted-average shares used in computing basic earnings per share	182,249		180,034		181,843		179,948
Add dilutive impact of employee equity plans	3,394		470		2,889		727
Weighted-average shares used in computing diluted earnings per share	185,643		180,504		184,732		180,675
Diluted earnings per share	$	0.02	$	0.02	$	0.04	$	0.05

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted net income per share attributable to common stockholders for the three and six months ended June 30, 2023 and 2022 because their effect would have been anti-dilutive or for which the performance condition had not been met at the end of the period:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

	(in thousands)




Restricted stock units	59	6,310	46	3,798


Total anti-dilutive shares	59	6,310	46	3,798

10. Income Taxes

For the three months ended June 30, 2023 and 2022, we recorded income tax expense of $4.8 million and $2.3 million, respectively, resulting in an effective tax rate of 51.6% and 34.7%, respectively. The increase in the effective tax rate for the three months ended June 30, 2023 compared to the same period in 2022 was primarily related to an increase in taxable income outside the United States, partially offset a decrease in the amount of unbenefited loss in the United States. For the six months ended June 30, 2023 and 2022, we recorded income tax expense of $9.4 million and $5.8 million, respectively, resulting in an effective tax rate of 53.8% and 38.1%, respectively. The increase in the effective tax rate for the six months ended June 30, 2023 compared to the same period in 2022 was primarily related to an increase in taxable income outside the United States, partially offset by a decrease in the amount of unbenefited loss in the United States.

Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. At June 30, 2023, we did not have any accrued interest and penalties related to unrecognized tax benefits.

We file U.S. Federal and state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2013 through 2021 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 nine months ended September 30, 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 was closed with immaterial adjustments. On March 31, 2022, we received correspondence from the Canadian Revenue Agency (“CRA”) indicating that we are under Part XIII Income Tax audit of non-resident withholding for tax years 2017 through 2018. On June 16, 2022, we received correspondence from the CRA indicating the audit for Part XIII Income Tax audit of non-resident withholding for tax years 2017 through 2018 was closed without adjustments.

11. 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.

We are party to a stockholders’ agreement dated as of July 19, 2021, by and among N-able, Inc. and the stockholders named therein, as amended December 13, 2021 (the “Stockholders’ Agreement”). On March 16, 2023, a stockholder who is not party to the agreement filed a Complaint for Declaratory Relief in the Court of Chancery of the State of Delaware against us seeking, among other relief, class action certification and a declaratory judgement that certain provisions in the Stockholders’ Agreement are unenforceable, including, among others, provisions relating to the election and removal of directors, the composition of committees and the hiring, or termination of the employment, of our chief executive officer. We believe the claims are without merit.

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 Consolidated 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.

N-able, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Commitments as a Result of Acquisitions

On July 1, 2022, we completed the acquisition of all the outstanding equity of Spinpanel for a total consideration of up to approximately $20.0 million, including up to $10.0 million payable upon the achievement of certain revenue metrics through July 1, 2025. The contingent consideration liabilities will be re-evaluated at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. The fair value of this contingent consideration was $5.2 million at the date of acquisition and $5.1 million and $5.3 million as of December 31, 2022 and March 31, 2023, respectively. As of June 30, 2023, the fair value of this contingent consideration is $4.8 million, resulting in the recognition of a gain of $0.6 million and $0.3 million for the three months and six months ended June 30, 2023, respectively. The contingent consideration is included in other long-term liabilities in our Consolidated Balance Sheets as of June 30, 2023. See Note 3. Acquisitions, Note 6. Fair Value Measurements, and Note 7. Accrued Liabilities and Other for additional information regarding our contingent consideration liabilities.

On December 14, 2022, we completed the acquisition of certain assets, primarily in the form of intellectual property, from a third party for a total consideration of up to $6.5 million, including $3.1 million of cash paid on the acquisition date, $1.0 million of product delivery fees, and up to $2.5 million payable upon the achievement of certain software engineering and knowledge transfer milestones as of September 1, 2023, and December 1, 2023. The total consideration of $6.5 million has been capitalized as costs to obtain internal-use computer software from third parties and will be amortized over an estimated useful life of three years, beginning when the related technology is deemed ready for its intended use, in accordance with our policy for the capitalization of internal-use software costs. The $2.5 million of contingent consideration is deemed to be the total value of technology not ready for its intended use as of the acquisition date. The contingent consideration liabilities will be re-evaluated at least quarterly, with the resulting gains and losses recognized as an adjustment to the amount capitalized as costs to obtain internal-use computer software from third parties. No gains or losses on the contingent consideration were recognized during the three and six months ended June 30, 2023. See Note 7. Accrued Liabilities and Other for additional information regarding our contingent consideration liabilities.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially and adversely from those anticipated in the forward-looking statements. Please see the section entitled “Safe Harbor Cautionary Statement” above and the risk factors discussed in “Item 1A. Risk Factors” below for a discussion of the uncertainties, risks and assumptions associated with these statements. The following discussion and analysis also includes a discussion of certain non-GAAP financial measures. For a description and reconciliation of the non-GAAP measures discussed in this section, see “Non-GAAP Financial Measures.”

Overview

N-able, Inc., a Delaware corporation, and its subsidiaries (“Company”, “we,” “us” and “our”) is a leading global provider of cloud-based software solutions for managed service providers (“MSPs”), enabling them to support digital transformation and growth for 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 and profitability.

Separation from SolarWinds

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 MSP business into our company, a newly created and separately traded public company, and separate into two distinct, publicly traded companies (the “Separation”).

Our financial statements for the period from July 20, 2021 forward are Consolidated Financial Statements based on our reported results as a standalone company. The Consolidated Financial Statements at June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 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 Consolidated Balance Sheet at December 31, 2022 was derived from audited financial statements. The results reported in these Consolidated 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 audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022, referred to as our “2022 Annual Report.”

SolarWinds Cyber Incident

As previously disclosed, SolarWinds was the victim of a cyberattack on its Orion Software Platform and internal systems, or the Cyber Incident. SolarWinds has confirmed to us that it has concluded its internal investigations related to the Cyber Incident. SolarWinds has not identified SUNBURST in any of its more than 70 non-Orion products and tools, including, as previously disclosed, any of our N-able solutions. SolarWinds, together with its partners, have undertaken extensive measures to investigate, contain, eradicate, and remediate the Cyber Incident. As SolarWinds previously disclosed in its investigatory updates, it has substantially completed this process and believes the threat actor is no longer active in its environments.

In response to the Cyber Incident and in connection with the Separation and Distribution, we continue to work to further enhance security, monitoring and authentication of our solutions. Specifically, we have implemented in-product security

enhancements to the N-able portfolio of products, including, multi-factor authentication, unified single sign-on services, and secure secret vaults. We have also introduced new identity and access controls, scanning and remediation technologies and standards and monitoring tooling across our enterprise IT and production environments. We expect to incur additional expenses in future periods related to continued enhancements to our security measures across our solutions.

Of the expenses SolarWinds recorded related to the Cyber Incident through the Separation and Distribution date of July 19, 2021, none have been allocated to the N-able business and, as a result of the indemnification provisions under the Separation and Distribution Agreement entered into in connection with the Separation and Distribution (the “Separation and Distribution Agreement”), we have not recorded any contingent liabilities with respect to the Cyber Incident as of June 30, 2023 and December 31, 2022. In addition, as a result of the Cyber Incident, SolarWinds is subject to numerous lawsuits and governmental investigations or inquiries. To date, we have not been separately named in such lawsuits and investigations, but in the future we may become subject to lawsuits, investigations or inquiries related to the Cyber Incident. In such event, subject to the terms of the Separation and Distribution Agreement, SolarWinds would indemnify us for costs we may incur.

We believe the Cyber Incident has caused reputational harm to SolarWinds and also had an adverse impact on our reputation, new subscription sales and net retention rates. In 2021, we experienced an adverse impact to new subscription sales and expansion rates relative to historical levels. We believe this was due in part to our decision in response to the Cyber Incident to temporarily reduce investments in demand generation activities through January 2021, as well as a result of certain MSP partners delaying their purchasing decisions as they assessed the potential impact of the Cyber Incident. However, we also have seen consistency among renewal rates with our larger MSP partners and have not observed material adverse trends with respect to the usage of our solutions. In addition, following our resumption of regular demand generation activities in February 2021, we were encouraged by engagements with both prospective and existing MSP partners. In general, our sales cycles and time from contract to revenue recognition are primarily short in nature and based on trends through the three and six months ended June 30, 2023, we believe that the adverse impacts of the Cyber Incident on our financial results have diminished. Nevertheless, there is risk that the Cyber Incident may continue to have an adverse impact on our business in future periods, and to the extent such impact continues, including as a result of new discoveries or events, it could have an adverse effect on our business, results of operations, cash flows or financial position.

Results of Operations

Second Quarter Financial Highlights

Revenue

We deliver a platform of integrated solutions that enables our MSP partners to manage and secure the IT environments and assets for their SME end customers, as well as more efficiently manage their own businesses. Our total revenue was $106.1 million and $91.6 million for the three months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, we had approximately 25,000 customers. Additionally, as of June 30, 2023, we had 2,162 MSP partners with annualized recurring revenue (“ARR”) over $50,000 on our platform, up from 1,818 as of June 30, 2022, representing an increase of 18.9%. Over the same period, MSP partners with over $50,000 of ARR on our platform grew from approximately 50% of our total ARR as of June 30, 2022 to approximately 55% of our total ARR as of June 30, 2023. We determine ARR as the annualized recurring revenue as of the last month of a given period. We calculate ARR by multiplying the recurring revenue and related usage revenue, excluding the impacts of credits and reserves, recognized during the final month of the reporting period from both long-term and month-to-month subscriptions by twelve. We use ARR, and in particular, ARR attributable to MSP partners with over $50,000 of ARR, to enhance the understanding of our business performance and the growth of our relationships with our MSP partners.

Profitability

We have grown while maintaining high levels of operating efficiency. Our operating income for the three months ended June 30, 2023 was $15.8 million compared to operating income of $10.3 million for the three months ended June 30, 2022. Our net income for the three months ended June 30, 2023 was $4.5 million compared to net income of $4.3 million for the three months ended June 30, 2022. The increase in net income for the three months ended June 30, 2023 was primarily due to an increase in revenue, a decrease in amortization of both acquired technologies and intangibles, an increase in other income, net, and a decrease in general and administrative expense, partially offset by an increase in research and development expense, an increase in interest expense, net, an increase in cost of revenue, an increase in sales and marketing expense, and an increase in income tax expense. Our Adjusted EBITDA, calculated as net income of $4.5 million and $4.3 million for the three months ended June 30, 2023 and 2022, respectively, excluding amortization of acquired intangible assets and developed technology of $1.4 million and $2.7 million, respectively, depreciation expense of $3.8 million and $3.2 million, respectively, income tax expense of $4.8 million and $2.3 million, respectively, interest expense, net of $7.5 million and $3.8 million, respectively, unrealized foreign currency losses of $0.5 million and $0.2 million, respectively, acquisition related costs of $(0.3) million and $0.3 million, respectively, spin-off costs of $0.2 million and $0.4 million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $12.0 million and $10.0 million, respectively, and restructuring costs and other of $0.4 million and $0.4 million, respectively, was $34.9 million and $27.6 million for the three months ended June 30, 2023 and 2022, respectively.

Cash Flow

We have built our business to generate strong cash flow over the long term. For the three months ended June 30, 2023 and 2022, cash flows from operations were $20.7 million and $22.7 million, respectively. Our cash flows from operations were reduced by cash payments for interest of $7.0 million and $3.1 million for the three months ended June 30, 2023 and 2022, respectively, and cash payments for income taxes of $5.2 million and $3.1 million for the three months ended June 30, 2023 and 2022, respectively.

Components of Our Results of Operations

Revenue

Our revenue consists of the following:

•Subscription Revenue. We primarily derive subscription revenue from the sale of subscriptions to the SaaS solutions that we host and manage on our platform. Our subscriptions provide access to the latest versions of our software platform, technical support and unspecified software upgrades and updates. Subscription revenue for our SaaS solutions is generally recognized ratably over the subscription term once the service is made available to the MSP partner or when we have the right to invoice for services performed. In addition, our subscription revenue includes sales of our self-managed solutions, which are hosted and managed by our MSP partners. Subscriptions of our self-managed solutions include term licenses, technical support and unspecified software upgrades. Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period. We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis.

•Other Revenue. Other revenue consists primarily of revenue from the sale of our maintenance services associated with the historical sales of perpetual licenses and revenue from professional services. MSP partners with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their solutions on a when-and-if-available basis for the specified agreement period.

Cost of Revenue

•Cost of Revenue. Cost of revenue consists of technical support personnel costs, public cloud infrastructure and hosting fees, royalty fees and an allocation of overhead costs for our subscription revenue and maintenance services. We allocate facilities, depreciation, benefits and IT costs based on headcount.

•Amortization of Acquired Technologies. We amortize to cost of revenue capitalized costs of technologies acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations, including the July 1, 2022 acquisition of Spinpanel B.V. (“Spinpanel”). Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023.

Operating Expenses

Operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles. Generally, personnel costs are the most significant component of operating expenses and include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, benefits and IT costs. We had total employees of 1,567, 1,462, and 1,448 as of June 30, 2023, December 31, 2022, and June 30, 2022, respectively. Our stock-based compensation expense increased during the three and six months ended June 30, 2023 as compared to the corresponding period of the prior fiscal year primarily due to the impact of new equity awards granted to employees following the Separation and Distribution through June 30, 2023.

•Sales and Marketing. Sales and marketing expenses primarily consist of related personnel costs, including our sales, marketing, partner success and product management teams. Sales and marketing expenses also include the cost of digital marketing programs such as paid search, search engine optimization and management and website maintenance and design, as well as the cost of events for existing and prospective customers. We expect to continue to grow our sales and marketing organization to drive new MSP partner adds, expand with existing MSP partners and pursue initiatives designed to help our MSP partners succeed and grow.

•Research and Development. Research and development expenses primarily consist of related personnel costs. We expect to continue to grow our research and development organization and also to incur additional expenses associated with bringing new product offerings to market and our enhancements of security, monitoring and authentication of our solutions.

•General and Administrative. General and administrative expenses primarily consist of personnel costs for executives, finance, legal, human resources, business applications and other administrative personnel, general restructuring charges and other acquisition-related costs, professional fees and other general corporate expenses. We expect to continue to grow our general and administrative organization to support continued growth of our business.

•Amortization of Acquired Intangibles. We amortize to operating expenses capitalized costs of intangible assets primarily acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations, including the July 1, 2022 acquisition of Spinpanel. Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023.

Other Expense

Other expense primarily consists of interest expense related to our credit agreement and losses resulting from changes in exchange rates on foreign currency denominated accounts, partially offset by gains resulting from changes in exchange rates on foreign currency denominated accounts and dividend income from our money market fund financial assets. See Item 3. Quantitative and Qualitative Disclosures About Market Risk for additional information on how interest rates impact our financial results.

Foreign Currency

As a global company, we face exposure to adverse movements in foreign currency exchange rates. Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. See Item 3. Quantitative and Qualitative Disclosures About Market Risk for additional information on how foreign currency impacts our financial results.

Income Tax Expense

Income tax expense consists of domestic and foreign corporate income taxes related to the sale of subscriptions. Our effective tax rate will be affected by many factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, valuation allowance, uncertain tax positions, stock-based compensation, permanent nondeductible book and tax differences, shifts in the allocation of income earned throughout the world and changes in overall levels of income before tax.

Comparison of the Three Months Ended June 30, 2023 and 2022

Revenue


	Three Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Subscription revenue	$	103,355	97.4	%	$	89,369	97.5	%	$	13,986
Other revenue	2,725		2.6		2,258		2.5		467
Total subscription and other revenue	$	106,080	100.0	%	$	91,627	100.0	%	$	14,453

Total revenue increased $14.5 million, or 15.8%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. We base revenue by geography on the billing address of each MSP partner. Based on MSP partner location, revenue from the United States was approximately 49.1% and 48.4% of total revenue for the three months ended June 30, 2023 and 2022, respectively. Revenue from the United Kingdom was approximately 10.6% and 10.4% of total revenue for the three months ended June 30, 2023 and 2022, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

As a result of the impact of the COVID-19 pandemic, we experienced a deceleration in our year-over-year subscription revenue growth rate in the second quarter of 2020 as compared to our growth rates in prior periods. We attribute this deceleration primarily to increased churn and downgrades from existing MSP partners and slower MSP partner adds. Beginning in the third quarter of 2020, and continuing through the second quarter of 2023, we have seen the impact on revenue growth continue to dissipate. Please see Item 1A. Risk Factors in the 2022 Annual Report for additional discussion regarding risks to our business that may result from the COVID-19 pandemic.

Subscription Revenue. Subscription revenue increased $14.0 million, or 15.6%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. The increase in subscription revenue was primarily driven by growth in sales of our data protection and security solutions. Subscription revenue remained consistent as a percentage of our total revenue for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

Our annual dollar-based net revenue retention rate for our subscription products was approximately 105% and 106% for the trailing twelve-month periods ended June 30, 2023 and 2022, respectively, and was driven primarily by strong customer retention and expansion in our MSP products. The decline in our annual dollar-based net revenue retention rate for the trailing twelve-month period ended June 30, 2023 compared to the trailing twelve-month period ended June 30, 2022 was due to adverse movements in foreign currency exchange rates. To calculate our annual dollar-based net revenue retention rate, we first identify the MSP partners with active paid subscriptions in the last month of the prior-year period, or the base partners. We then divide the subscription revenue in the last month of the current-year period attributable to the base partners by the revenue attributable to those base partners in the last month of the prior-year period. Our dollar-based net revenue retention rate for a particular period is then obtained by averaging the rates from that particular period with the results from each of the prior eleven months. Our calculation includes any expansion revenue and is net of any contraction or cancellation, but excludes credits and revenue attributable to any MSP partner who was not a partner with a paid subscription in the prior period.

Other Revenue. Other revenue increased $0.5 million, or 20.7%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to an increase in professional services revenue.

Cost of Revenue


	Three Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Cost of revenue	$	16,559	15.6	%	$	13,624	14.9	%	$	2,935
Amortization of acquired technologies	463		0.4		545		0.6		(82)
Total cost of revenue	$	17,022	16.0	%	$	14,169	15.5	%	$	2,853

Total cost of revenue increased $2.9 million, or 20.1%, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to an increase in royalties and public cloud infrastructure and hosting fees related to

our subscription products of $1.8 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $0.8 million, and an increase in personnel costs driven by headcount and salary increases of $0.3 million, which includes an increase in stock-based compensation expense of less than $0.1 million, partially offset by a decrease in allocated facilities and IT costs of $0.1 million and a decrease in amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations of $0.1 million. Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023.

Operating Expenses


	Three Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Sales and marketing	$	34,889	32.9	%	$	32,020	34.9	%	$	2,869
Research and development	20,234		19.1		15,241		16.6		4,993
General and administrative	18,091		17.1		18,440		20.1		(349)
Amortization of acquired intangibles	10		—		1,460		1.6		(1,450)
Total operating expenses	$	73,224	69.0	%	$	67,161	73.3	%	$	6,063

Sales and Marketing. Sales and marketing expenses increased $2.9 million, or 9.0%, primarily due to an increase in personnel costs driven by headcount and salary increases of $2.2 million, which includes an increase in stock-based compensation expense of $0.7 million, an increase in travel and event-related costs of $0.8 million, and an increase in subscription costs of $0.1 million, partially offset by a decrease in contract services costs of $0.1 million.

Research and Development. Research and development expenses increased $5.0 million, or 32.8%, primarily due to an increase in personnel costs driven by headcount and salary increases of $4.6 million, which includes an increase in stock-based compensation expense of $0.7 million, an increase in contract services costs of $0.5 million, an increase in allocated facilities and IT costs of $0.2 million, an increase in restructuring costs of $0.1 million, and an increase in subscription costs of $0.1 million, partially offset by an increase in capitalized internal-use software costs of $0.7 million.

General and Administrative. General and administrative expenses decreased $0.3 million, or 1.9%, primarily due to gains on contingent consideration related to the July 1, 2022 acquisition of Spinpanel of $0.6 million, a decrease in costs associated with our separation from SolarWinds of $0.3 million, a decrease in director and officer liability insurance costs of $0.2 million, a decrease in rent expense of $0.2 million, a decrease in depreciation of leasehold improvements, computers, furniture and equipment to support our domestic and international office locations of $0.1 million, and a decrease in allocated facilities and IT costs of $0.1 million, partially offset by an increase in personnel costs driven by headcount and salary increases of $0.8 million, which includes an increase in stock-based compensation expense of $0.5 million, an increase in acquisition-related costs of $0.3 million, and an increase in contract services costs of $0.3 million. See Note 3. Acquisitions, Note 6. Fair Value Measurements, and Note 11. Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information regarding the acquisition of Spinpanel.

Amortization of Acquired Intangibles. Amortization of acquired intangibles decreased $1.5 million, or 99.3%, primarily due to the conclusion of amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 during the three months ended March 31, 2023.

Interest Expense, Net


	Three Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Interest expense, net	$	(7,530)	(7.1)	%	$	(3,845)	(4.2)	%	$	(3,685)

Interest expense, net increased by $3.7 million, or 95.8%, in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to the impact of increased interest rates on borrowings under the Credit Agreement during the three months ended June 30, 2023. Changes in interest rates have had and could continue to have an adverse impact on our financial results and cash flows since outstanding borrowings under the Credit Agreement bear interest at variable rates, and we expect interest rates under the Credit Agreement to continue to increase in the year ending December 31, 2023 compared to the year ended December 31, 2022. See Note 8. Debt of the Notes to Consolidated Financial Statements for additional information regarding the Credit Agreement.

Other Income, Net


	Three Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)

Other income, net	$	1,004	0.9	%	$	175	0.2	%	$	829

Other income, net increased by $0.8 million, or 473.7%, in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to dividend income from our money market fund financial assets of $0.9 million, partially offset by an increase in the impact of changes in foreign currency exchange rates of $0.1 million related to various accounts for the period.

Income Tax Expense


	Three Months Ended June 30,
	2023					2022
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change

	(in thousands, except percentages)
Income before income taxes	$	9,308		8.8	%	$	6,627		7.2	%	$	2,681
Income tax expense	4,799			4.5		2,300			2.5		2,499
Effective tax rate	51.6		%			34.7		%			16.9		%

Our income tax expense for the three months ended June 30, 2023 increased by $2.5 million as compared to the three months ended June 30, 2022. The effective tax rate increased to 51.6% for the period primarily due to an increase in income before income taxes outside of the United States, partially offset by a decrease in the amount of the unbenefited loss in the United States. For additional discussion about our income taxes, see Note 10. Income Taxes of the Notes to Consolidated Financial Statements.

Comparison of the Six Months Ended June 30, 2023 and 2022

Revenue


	Six Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Subscription Revenue	$	200,797	97.5	%	$	178,004	97.5	%	$	22,793
Other revenue	5,101		2.5		4,483		2.5		618
Total subscription and other revenue	$	205,898	100.0	%	$	182,487	100.0	%	$	23,411

Total revenue increased $23.4 million, or 12.8%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. We base revenue by geography on the billing address of each MSP partner. Based on MSP partner location, revenue from the United States was approximately 48.8% and 47.8% of total revenue for the six months ended June 30, 2023 and 2022, respectively. Revenue from the United Kingdom was approximately 10.4% and 10.7% of total revenue for the six months ended June 30, 2023 and 2022, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

Subscription Revenue. Subscription revenue increased $22.8 million, or 12.8%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase in subscription revenue was primarily driven by growth in sales of our data protection and security solutions. Subscription revenue remained consistent as a percentage of our total revenue for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Other Revenue. Other revenue increased $0.6 million, or 13.8%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to an increase in professional services revenue.

Cost of Revenue


	Six Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Cost of revenue	$	32,312	15.7	%	$	26,905	14.7	%	$	5,407
Amortization of acquired technologies	919		0.4		1,527		0.8		(608)
Total cost of revenue	$	33,231	16.1	%	$	28,432	15.6	%	$	4,799

Total cost of revenue increased $4.8 million, or 16.9%, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to an increase in royalties and public cloud infrastructure and hosting fees related to our subscription products of $2.9 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $1.5 million, an increase in personnel costs driven by headcount and salary increases of $0.6 million, which includes an increase in stock-based compensation expense of $0.1 million, and an increase in allocated facilities and IT costs of $0.2 million, partially offset by a decrease in amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations of $0.6 million. Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023.

Operating Expenses


	Six Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Sales and marketing	$	67,452	32.8	%	$	63,074	34.6	%	$	4,378
Research and development	39,044		19.0		30,626		16.8		8,418
General and administrative	35,439		17.2		36,069		19.8		(630)
Amortization of acquired intangibles	574		0.3		2,921		1.6		(2,347)
Total operating expenses	$	142,509	69.2	%	$	132,690	72.7	%	$	9,819

Sales and Marketing. Sales and marketing expenses increased $4.4 million, or 6.9%, primarily due to an increase in personnel costs driven by headcount and salary increases of $3.5 million, which includes an increase in stock-based compensation expense of $1.2 million, an increase in marketing program costs of $1.6 million, and an increase in subscription costs of $0.4 million, partially offset by a decrease in allocated facilities and IT costs of $0.8 million and a decrease in contract services costs of $0.2 million.

Research and Development. Research and development expenses increased $8.4 million, or 27.5%, primarily due to an increase in personnel costs driven by headcount and salary increases of $7.2 million, which includes an increase in stock-based compensation expense of $1.1 million, an increase in contract services costs of $1.1 million, an increase in restructuring costs of $0.7 million, an increase in subscription costs of $0.3 million, and an increase in allocated facilities and IT costs of $0.2 million, partially offset by an increase in capitalized internal-use software costs of $1.5 million.

General and Administrative. General and administrative expenses decreased $0.6 million, or 1.7%, primarily due to a decrease in contract services costs of $0.9 million, a decrease in costs associated with our separation from SolarWinds of $0.6 million, a decrease in director and officer liability insurance costs of $0.4 million, gains on contingent consideration related to the July 1, 2022 acquisition of Spinpanel of $0.3 million, a decrease in rent expense of $0.2 million, and a decrease in depreciation of leasehold improvements, computers, furniture and equipment to support our domestic and international office locations of $0.1 million, partially offset by an increase in personnel costs driven by headcount and salary increases of $1.6 million, which includes an increase in stock-based compensation expense of $1.2 million, an increase in allocated facilities and IT costs of $0.3 million, and an increase in acquisition-related costs of $0.3 million. See Note 3. Acquisitions, Note 6. Fair Value Measurements, and Note 11. Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information regarding the acquisition of Spinpanel.

Amortization of Acquired Intangibles. Amortization of acquired intangibles decreased $2.3 million, or 80.3%, primarily due to the conclusion of amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 during the three months ended March 31, 2023.

Interest Expense, Net


	Six Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Interest expense, net	$	(14,730)	(7.2)	%	$	(7,371)	(4.0)	%	$	(7,359)

Interest expense, net increased by $7.4 million, or 99.8%, in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to the impact of increased interest rates on borrowings under the Credit Agreement during the six months ended June 30, 2023. Changes in interest rates have had and could continue to have an adverse impact on our financial results and cash flows since outstanding borrowings under the Credit Agreement bear interest at variable rates, and we expect interest rates under the Credit Agreement to continue to increase in the year ending December 31, 2023 compared to the year ended December 31, 2022. See Note 8. Debt of the Notes to Consolidated Financial Statements for additional information regarding the Credit Agreement.

Other Income, Net


	Six Months Ended June 30,
	2023				2022
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)


Other income, net	$	1,992	1.0	%	$	1,234	0.7	%	$	758

Other income, net increased by $0.8 million, or 61.4%, in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to dividend income from our money market fund financial assets of $1.4 million, partially offset by an increase in the impact of changes in foreign currency exchange rates of $0.7 million related to various accounts for the period.

Income Tax Expense


	Six Months Ended June 30,
	2023					2022
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change

	(in thousands, except percentages)
Income before income taxes	$	17,420		8.5	%	$	15,228		8.3	%	$	2,192
Income tax expense	9,372			4.6		5,800			3.2		3,572
Effective tax rate	53.8		%			38.1		%			15.7		%

Our income tax expense for the six months ended June 30, 2023 increased by $3.6 million as compared to the six months ended June 30, 2022. The effective tax rate increased to 53.8% for the period primarily due to an increase in income before income taxes outside of the United States, partially offset by a decrease in the amount of the unbenefited loss in the United

States. For additional discussion about our income taxes, see Note 10. Income Taxes of the Notes to Consolidated Financial Statements.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain amounts that our management and Board of Directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure included below.

While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Items such as the amortization of intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition related adjustments, spin-off costs related to associated with the Separation and Distribution, as well as the related tax impacts of these items can have a material impact on our GAAP financial results.

Non-GAAP Operating Income and Non-GAAP Operating Margin

We provide non-GAAP operating income and related non-GAAP operating margins excluding such items as stock-based compensation expense and related employer-paid payroll taxes, amortization of acquired intangible assets, acquisition related costs, spin-off costs and restructuring costs and other. We define non-GAAP operating margin as non-GAAP operating income divided by total revenue. Management believes these measures are useful for the following reasons:

•Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes associated with our employees’ participation in N-able's stock-based incentive compensation plans. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events related to the equity awards, over which our management has little control, and does not necessarily correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization’s business performance.

•Amortization of Acquired Technologies and Intangible Assets. We provide non-GAAP information that excludes expenses related to purchased technologies and intangible assets associated with our acquisitions. We believe that eliminating this expense from our non-GAAP measures is useful to investors because the amortization of acquired technologies and intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period without regard to such expenses.

•Acquisition Related Costs. We exclude certain expense items resulting from acquisitions, such as legal, accounting and advisory fees, changes in fair value of contingent consideration, costs related to integrating the acquired businesses, deferred compensation, severance and retention expense. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, acquisitions result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude acquisition related costs allows investors to better review and understand the historical and current results of our continuing operations and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.

•Spin-off Costs. We exclude certain expense items resulting from the spin-off into a newly created and separately traded public company. These costs include legal, accounting and advisory fees, system implementation costs and other incremental costs incurred by us related to the Separation and Distribution. The spin-off transaction results in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-

GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.

•Restructuring Costs and Other. We provide non-GAAP information that excludes restructuring costs such as severance, certain employee relocation costs, and the estimated costs of exiting and terminating facility lease commitments, as they relate to our corporate restructuring and exit activities. These costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022

	(in thousands, except margin data)
GAAP operating income	$	15,834		$	10,297		$	30,158		$	21,365

Stock-based compensation expense and related employer-paid payroll taxes	12,034			9,974			22,650			18,758
Amortization of acquired technologies	463			545			919			1,527
Amortization of acquired intangibles	10			1,460			574			2,921
Acquisition related costs	(278)			269			(9)			269
Spin-off costs	227			420			457			954
Restructuring costs and other	409			357			1,036			429
Non-GAAP operating income	$	28,699		$	23,322		$	55,785		$	46,223
GAAP operating margin	14.9		%	11.2		%	14.6		%	11.7		%
Non-GAAP operating margin	27.1		%	25.5		%	27.1		%	25.3		%

Adjusted EBITDA and Adjusted EBITDA Margin

We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as they are measures we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding amortization of acquired intangible assets and developed technology, depreciation expense, income tax expense (benefit), interest expense, net, unrealized foreign currency losses (gains), acquisition related costs, spin-off costs, stock-based compensation expense and related employer-paid payroll taxes and restructuring and other costs. We define adjusted EBITDA margin as adjusted EBITDA divided by total revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our related party debt;

•adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including operating income and net income and our other GAAP results. In evaluating adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the types of items excluded from the calculation of adjusted EBITDA. Adjusted EBITDA is not a presentation made in accordance with GAAP and the use of the term varies from others in our industry.


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022

	(in thousands, except margin data)
Net income	$	4,509		$	4,327		$	8,048		$	9,428
Amortization	1,391			2,694			3,388			5,837
Depreciation	3,755			3,201			7,425			6,396
Income tax expense	4,799			2,300			9,372			5,800
Interest expense, net	7,530			3,845			14,730			7,371

Unrealized foreign currency losses (gains)	530			228			555			(597)
Acquisition related costs	(278)			269			(9)			269
Spin-off costs	227			420			457			954

Stock-based compensation expense and related employer-paid payroll taxes	12,034			9,974			22,650			18,758
Restructuring costs and other	409			357			1,036			429
Adjusted EBITDA	$	34,906		$	27,615		$	67,652		$	54,645
Adjusted EBITDA margin	32.9		%	30.1		%	32.9		%	29.9		%

Liquidity and Capital Resources

Cash and cash equivalents were $109.2 million as of June 30, 2023. As our sales and operating cash flows are primarily generated by international entities in the United Kingdom and Canada, our international subsidiaries held approximately $104.9 million of cash and cash equivalents, of which 74.2%, 13.4% and 5.7% were held in United States Dollars, Euros, and British Pound Sterling, respectively. We intend either to invest our foreign earnings permanently into foreign operations or to remit these earnings to our United States entities in a tax-efficient manner. The U.S. Tax Cuts and Jobs Act of 2017 imposed a mandatory transition tax on accumulated foreign earnings and eliminates United States federal income taxes on foreign subsidiary distribution.

Our primary source of cash for funding operations and growth has been through cash provided by operating activities. Given the uncertainty in the rapidly changing market and economic conditions, we continue to evaluate the nature and extent of the impact to our business and financial position. However, despite this uncertainty, we believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to fund our operations and meet our commitments for capital expenditures for at least the next twelve months.

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 is primarily available for general corporate purposes. We had total borrowings of $336.0 million and $337.0 million as of June 30, 2023 and December 31, 2022, respectively, net of debt issuance costs of $7.9 million and $8.6 million, respectively. See Note 8. Debt of the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement.

Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated by our international operations. Additional funds from financing arrangements may not be available on terms favorable to us or at all.

During the three and six months ended June 30, 2023 and 2022, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Summary of Cash Flows

Summarized cash flow information is as follows:


	Six Months Ended June 30,
	2023		2022

	(in thousands)
Net cash provided by operating activities	$	31,357	$	35,867
Net cash used in investing activities	(11,638)		(7,783)
Net cash used in financing activities	(9,193)		(6,698)
Effect of exchange rate changes on cash and cash equivalents	(183)		(1,504)
Net increase in cash and cash equivalents	$	10,343	$	19,882

Operating Activities

Our primary source of cash from operating activities is cash collections from our MSP partners and our distributors. We expect cash inflows from operating activities to be affected by the timing of our sales and the consumption of our solutions by our MSP partners. Our primary uses of cash from operating activities are for personnel-related expenditures, and other general operating expenses, as well as payments related to taxes, interest and facilities.

Cash provided by operating activities decreased in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to an increase in income taxes receivable, an increase in prepaid expenses and other assets, an increase in accounts receivable, an increase in other long-term assets, and an increase in deferred revenue, partially offset by an increase in accrued liabilities and other, an increase in income taxes payable, an increase in accounts payable, and a decrease in payments due to and from affiliates. The net cash outflow of $9.7 million and $3.9 million resulting from the changes in our operating assets and liabilities for the six months ended June 30, 2023 and 2022, respectively, excluding the changes noted above, was primarily due to the timing of sales, cash payments and receipts.

Investing Activities

Investing cash flows consist of cash used for capital expenditures and intangible assets. Our capital expenditures principally relate to purchases of servers for cloud infrastructure primarily to support our data protection solutions, as well as leasehold improvements, computers and equipment to support our domestic and international office locations. Purchases of intangible assets consist of capitalized research and development costs.

Net cash used in investing activities increased in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to increases in capitalized research and development costs related to internal-use software and increases in capital expenditures to support our domestic and international office locations.

Financing Activities

Financing cash flows consist of payments of tax withholding obligations related to restricted stock, the exercise of stock options, proceeds from the issuance of common stock under the Employee Stock Purchase Plan, and repayments of borrowings from the Credit Agreement.

Net cash used in financing activities increased in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, primarily due to payments of tax withholding obligations related to restricted stock and reduced proceeds from exercises of stock options, partially offset by proceeds from the issuance of common stock under the Employee Stock Purchase Plan.

Contractual Obligations and Commitments

As of June 30, 2023, there have been no material changes in our contractual obligations and commitments as of December 31, 2022 that were disclosed in our 2022 Annual Report.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying

conditions or assumptions change. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected, perhaps materially.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application, while in other cases, management’s judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions. We believe that these accounting policies requiring significant management judgment and estimates are critical to understanding our historical and future performance, as these policies relate to the more significant areas of our financial results. These critical accounting policies are:

•the valuation of goodwill, intangibles, long-lived assets and contingent consideration;

•revenue recognition; and

•income taxes.

A full description of our critical accounting policies that involve significant management judgment appears in our 2022 Annual Report. There have been no material changes to our critical accounting policies and estimates since that time.

Recent Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash and cash equivalents of $109.2 million and $98.8 million at June 30, 2023 and December 31, 2022, respectively. Our cash and cash equivalents consist of bank demand deposits and money market funds and do not have material exposure to market risk. We hold cash and cash equivalents for working capital purposes. Our investments are made for capital preservation purposes, and we do not enter into investments for trading or speculative purposes.

We had total borrowings under the Credit Agreement, net of debt issuance costs, of $336.0 million and $337.0 million as of June 30, 2023 and December 31, 2022, respectively. Borrowings denominated in U.S. dollars under the Revolving Facility bear interest at a floating rate of an Adjusted LIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%. The borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted EURIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%. Borrowings under the Term Loan bear interest at a floating rate of an Adjusted LIBOR rate (subject to a “floor” of 0.5%) for a specified interest period plus an applicable margin of 3.00%. Each margin is subject to reductions to 2.75% and 1.75%, respectively, based on our first lien net leverage ratio. As of June 30, 2023 and December 31, 2022, the annual weighted-average interest rate on borrowings was 8.48% and 7.73%, respectively.

On June 26, 2023, we entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement. Amendment No. 1 amended the Credit Agreement to, among other things, replace the LIBOR-based rate included in the Credit Agreement with a Secured Overnight Financing Rate (“SOFR”)-based rate, as an interest rate benchmark. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. The effective interest rate on our outstanding debt will remain as the LIBOR-based rate of 8.48% until August 31, 2023, at which point it will transition to a SOFR-based rate.

If there was a hypothetical 100 basis point increase in interest rates, the annual impact to interest expense would be approximately $3.4 million and $3.5 million as of June 30, 2023 and December 31, 2022, respectively. This hypothetical change in interest expense has been calculated based on the variable rate borrowings outstanding at June 30, 2023 and December 31, 2022 and a 100 basis point per annum change in interest rate applied over a one-year period. Changes in interest rates have had and could continue to have an adverse impact on our financial results and cash flows since outstanding borrowings under the Credit Agreement bear interest at variable rates.

We do not have material exposure to market risk with respect to our cash and cash equivalents, as these consist primarily of highly liquid investments purchased with original maturities of three months or less as of June 30, 2023 and December 31, 2022, respectively.

See Note 8. Debt of the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement and Interest Expense, Net of Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of the Three Months Ended June 30, 2023 and 2022 for further details on the current and expected continued impact of increases in interest rates on borrowings under the Credit Agreement.

Foreign Currency Exchange Risk

As a global company, we face exposure to adverse movements in foreign currency exchange rates. We primarily conduct business in the following locations: the United States, United Kingdom, Europe and Canada. This exposure is the result of selling in multiple currencies, growth in our international investments, additional headcount in foreign countries and operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are primarily subject to fluctuations in the following currencies: the Euro, British Pound Sterling and Canadian Dollar against the U.S. dollar. These exposures may change over time as business practices evolve and economic conditions change, including as a result of the impact on the global economy of, or governmental actions taken in response, to the COVID-19 pandemic or the Russia-Ukraine conflict. Changes in foreign currency exchange rates have had and could continue to have an adverse impact on our financial results and cash flows.

Our Consolidated Statements of Operations are translated into U.S. dollars at the average exchange rates in each applicable period. Our international revenue, operating expenses and significant balance sheet accounts denominated in currencies other than the U.S. dollar primarily flow through our United Kingdom and European subsidiaries, which have historically had British Pound Sterling and Euro functional currencies, respectively, resulting in a two-step currency exchange process wherein the currencies other than the British Pound Sterling and Euro are first converted into those functional currencies and then translated into U.S. dollars for our Consolidated Financial Statements. In connection with the Separation and Distribution, as defined in Note 1. Organization and Nature of Operations in the Notes to Consolidated Financial Statements, our United Kingdom legal entity changed its functional currency from the British Pound Sterling to the US dollar.

Our Consolidated Statements of Operations and Balance Sheets accounts are also impacted by the re-measurement of non-functional currency transactions such as cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies, deferred revenue and accounts payable denominated in foreign currencies.

Foreign Currency Transaction Risk

Our foreign currency exposures typically arise from selling annual and multi-year subscriptions in multiple currencies, accounts receivable, and other intercompany transactions.

Foreign Currency Translation Risk

Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. If there is a change in foreign currency exchange rates, the amounts of assets, liabilities, revenue, operating expenses and cash flows that we report in U.S. dollars for foreign subsidiaries that transact in international currencies may be higher or lower to what we would have reported if using a constant currency rate. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in reduced assets, liabilities, revenue, operating expenses and cash flows for our international operations. Similarly, our assets, liabilities, revenue, operating expenses and cash flows will increase for our international operations if the U.S. dollar weakens against foreign currencies. The conversion of the foreign subsidiaries’ financial statements into U.S. dollars will also lead to remeasurement gains and losses recorded in income, or translation gains or losses that are recorded as a component of accumulated other comprehensive income (loss).

Emerging Growth Company

We qualify as an emerging growth company, as defined in the JOBS Act. The JOBS Act allows emerging growth companies to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. We intend to utilize these transition periods, which may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the transition periods afforded under the JOBS Act.

Based on the market value of our common stock held by non-affiliates as of June 30, 2023 (the last business day of the most recently completed second fiscal quarter), we will cease to qualify as an EGC as of the end of the fiscal year ending December 31, 2023. As a result, we will no longer be able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, we will no longer be able to use the extended transition period for complying with new or revised accounting standards available to emerging growth companies and will be required to adopt new or revised accounting standards as of the effective dates for public companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we have been and may be involved in various legal proceedings and claims arising in our ordinary course of business. See Note 11. Commitments and Contingencies of the Notes to Consolidated Financial Statements for information regarding legal proceedings.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, under the heading “Risk Factors” in our 2022 Annual Report.

Item 5. Other Information

During the three months ended June 30, 2023, none of the Company’s directors or officers adopted or terminated any purported Rule 10b5-1 plans and/or “non-Rule 10b5-1 trading arrangements,” as defined under applicable law.

Item 6. Exhibits

EXHIBIT INDEX


Exhibit Number						Exhibit Title
2.1						Separation and Distribution Agreement, dated as of July 16, 2021, by and between SolarWinds Corporation and N-able, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2021).
3.1						Amended and Restated Certificate of Incorporation of N-able, Inc., dated as of July 16, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2021).
3.2						Amended and Restated Bylaws of N-able, Inc., dated as of July 16, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2021).
4.1						Stockholders' Agreement, dated as of July 19, 2021, by and among N-able, Inc. and the stockholders' named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2021).
4.2						First Amendment to Stockholders' Agreement among the Company and the stockholders named therein, dated December 13, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021).
4.3						Registration Rights Agreement, dated as of July 19, 2021, by and among N-able, Inc. and the stockholders' named therein (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2021).
10.1						Amendment No. 1, dated as of June 26, 2023, to the Credit Agreement among N-able International Holdings I, LLC, N-able International Holdings II, LLC, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and an issuing bank.
31.1*						Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*						Interactive Data Files (formatted as Inline XBRL)
101.INS						Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



*			Filed herewith
**			The certifications attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing

N-able, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		N-able, Inc.

Dated:	August 10, 2023	By:	/s/ Tim O'Brien

			Tim O'Brien
			Chief Financial Officer
			(Principal Financial and Accounting Officer)