Sailpoint Technologies Holdings, Inc. (Form: 10-Q, Received: 08/06/2019 17:01:05)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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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, 2019

☐	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 001-38297

SailPoint Technologies Holdings, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	47-1628077
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11120 Four Points Drive, Suite 100, Austin, TX	78726
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 346-2000

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

SAIL

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. 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). 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 emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☐ No ☒

The registrant had 89,122,643 shares of common stock outstanding as of August 1, 2019.

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SailPoint Technologies Holdings, Inc.
Table of Contents

	PART I. FINANCIAL INFORMATION	Page

Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	2
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2019 and 2018	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6.	Exhibits, Financial Statement Schedules	33
	Signatures	34

Table of Contents

PART I

ITEM 1. Financial Statements

Sailpoint technologies Holding, Inc. and subsidiaries

Condensed Consolidated Balance sheets

	As of
	June 30, 2019			December 31, 2018
	(In thousands, except per share data)
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	93,049		$	70,964
Restricted cash		6,303			6,272
Accounts receivable		70,613			101,469
Prepayments and other current assets		23,289			21,850
Total current assets		193,254			200,555
Property and equipment, net		21,524			19,268
Right-of-use assets		31,330			—
Other non-current assets		22,973			20,374
Goodwill		219,377			219,377
Intangible assets, net		70,198			74,860
Total assets	$	558,656		$	534,434
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	3,444		$	4,636
Accrued expenses and other liabilities		21,768			21,731
Income taxes payable		591			2,143
Deferred revenue		95,496			95,919
Total current liabilities		121,299			124,429
Deferred tax liability - non-current		4,142			4,142
Long-term operating lease liabilities		38,813			9,788
Deferred revenue - non-current		19,928			18,382
Total liabilities		184,182			156,741
Commitments and contingencies (Note 5)
Stockholders’ equity
Common stock, $0.0001 par value, authorized 300,000 shares, issued and outstanding 89,050 shares at June 30, 2019 and 87,512 shares at December 31, 2018		9			9
Preferred stock, $0.0001 par value, authorized 10,000 shares, no shares issued and outstanding at June 30, 2019 and December 31, 2018		—			—
Additional paid in capital		391,841			377,473
(Accumulated deficit) retained earnings		(17,376	)		211
Total stockholders' equity		374,474			377,693
Total liabilities and stockholders’ equity	$	558,656		$	534,434

See accompanying notes to unaudited condensed consolidated financial statements.

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Sailpoint technologies Holding, Inc. and subsidiaries

Condensed Consolidated STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(In thousands, except per share data)
	(Unaudited)
Revenue
Licenses	$	19,333		$	19,620		$	38,002		$	36,428
Subscription		33,711			24,110			65,546			46,615
Services and other		10,010			9,926			20,089			19,554
Total revenue		63,054			53,656			123,637			102,597
Cost of revenue
Licenses		1,015			1,260			2,074			2,398
Subscription		6,315			4,919			12,128			9,577
Services and other		8,379			7,197			16,376			14,171
Total cost of revenue		15,709			13,376			30,578			26,146
Gross profit		47,345			40,280			93,059			76,451
Operating expenses
Research and development		13,398			10,115			26,170			19,877
General and administrative		8,490			7,743			17,627			15,400
Sales and marketing		35,536			23,774			66,024			46,233
Total operating expenses		57,424			41,632			109,821			81,510
Loss from operations		(10,079	)		(1,352	)		(16,762	)		(5,059	)
Other expense, net:
Interest income (expense), net		261			(2,800	)		272			(3,978	)
Other, net		(306	)		(569	)		(723	)		(716	)
Total other expense, net		(45	)		(3,369	)		(451	)		(4,694	)
Loss before income taxes		(10,124	)		(4,721	)		(17,213	)		(9,753	)
Income tax (expense) benefit		927			3,742			(374	)		6,472
Net loss	$	(9,197	)	$	(979	)	$	(17,587	)	$	(3,281	)
Net loss available to common stockholders	$	(9,197	)	$	(979	)	$	(17,587	)	$	(3,281	)
Net loss per share
Basic	$	(0.10	)	$	(0.01	)	$	(0.20	)	$	(0.04	)
Diluted	$	(0.10	)	$	(0.01	)	$	(0.20	)	$	(0.04	)
Weighted average shares outstanding
Basic		88,767			86,246			88,533			85,984
Diluted		88,767			86,246			88,533			85,984

See accompanying notes to unaudited condensed consolidated financial statements.

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Sailpoint technologies Holding, Inc. and subsidiaries

Condensed Consolidated STATEMENTS OF STOCKHOLDERS’ EQUITY

	For the Three Months Ended June 30, 2019
	Common Stock				Additional
	Number of shares		Par value		paid in capital		Accumulated deficit			Stockholders' equity
	(In thousands)
	(Unaudited)
Balance at March 31, 2019		88,598	$	9	$	383,321	$	(8,179	)	$	375,151
Exercise of stock options		217		—		624		—			624
Restricted stock units vested, net of tax settlement		33		—		—		—			—
Stock-based compensation expense		—		—		4,970		—			4,970
Common stock issued under employee stock plan		202		—		2,926		—			2,926
Net loss		—		—		—		(9,197	)		(9,197	)
Balance at June 30, 2019		89,050	$	9	$	391,841	$	(17,376	)	$	374,474

	For the Six Months Ended June 30, 2019
	Common Stock				Additional		Retained earnings
	Number of shares		Par value		paid in capital		(accumulated deficit)			Stockholders' equity
	(In thousands)
	(Unaudited)
Balance at December 31, 2018		87,512	$	9	$	377,473	$	211		$	377,693
Exercise of stock options		488		—		1,796		—			1,796
Restricted stock units vested, net of tax settlement		124		—		—		—			—
Stock-based compensation expense		—		—		9,609		—			9,609
Incentive units vested		724		—		37		—			37
Common stock issued under employee stock plan		202		—		2,926		—			2,926
Net loss		—		—		—		(17,587	)		(17,587	)
Balance at June 30, 2019		89,050	$	9	$	391,841	$	(17,376	)	$	374,474

See accompanying notes to unaudited condensed consolidated financial statements.

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Sailpoint technologies Holding, Inc. and subsidiaries

Condensed Consolidated STATEMENTS OF STOCKHOLDERS’ EQUITY

	For the Three Months Ended June 30, 2018
	Common Stock				Additional
	Number of shares		Par value		paid in capital		Accumulated deficit			Stockholders' equity
	(In thousands)
	(Unaudited)
Balance at March 31, 2018		85,953	$	9	$	358,859	$	(5,761	)	$	353,107
Exercise of stock options		339		—		831		—			831
Restricted stock units vested, net of tax settlement		51		—		—		—			—
Stock-based compensation expense		—		—		4,116		—			4,116
Incentive units vested		253		—		11		—			11
Net loss		—		—		—		(979	)		(979	)
Balance at June 30, 2018		86,596	$	9	$	363,817	$	(6,740	)	$	357,086

	For the Six Months Ended June 30, 2018
	Common Stock				Additional
	Number of shares		Par value		paid in capital		Accumulated deficit			Stockholders' equity
	(In thousands)
	(Unaudited)
Balance at December 31, 2017		84,948	$	8	$	353,609	$	(25,220	)	$	328,397
Cumulative effect adjustment from the adoption of ASC 606		—		—		—		21,761			21,761
Exercise of stock options		365		—		893		—			893
Restricted stock units vested, net of tax settlement		51		—		—		—			—
Stock-based compensation expense		—		—		9,255		—			9,255
Incentive units vested		1,232		1		60		—			61
Net loss		—		—		—		(3,281	)		(3,281	)
Balance at June 30, 2018		86,596	$	9	$	363,817	$	(6,740	)	$	357,086

See accompanying notes to unaudited condensed consolidated financial statements.

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Sailpoint technologies Holding, Inc. and subsidiaries

CONDENSED Consolidated STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30, 2019			June 30, 2018
	(In thousands)
	(Unaudited)
Operating activities
Net loss	$	(17,587	)	$	(3,281	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		6,890			5,278
Amortization of debt issuance costs		51			191
Amortization of contract acquisition costs		4,691			3,401
Loss on modification and partial extinguishment of debt		—			1,536
Gain on disposal of fixed assets		(21	)		(48	)
Bad debt expense		89			175
Stock-based compensation expense		9,609			9,255
Operating leases, net		443			—
Net changes in operating assets and liabilities
Accounts receivable		30,767			17,869
Prepayments and other current assets		(6,131	)		(4,869	)
Other non-current assets		(1,820	)		(655	)
Accounts payable		(1,192	)		663
Accrued expenses and other liabilities		(3,531	)		(10,024	)
Income taxes		(1,552	)		(7,529	)
Deferred revenue		1,123			14,645
Net cash provided by operating activities		21,829			26,607
Investing activities
Purchase of property and equipment		(3,623	)		(1,405	)
Proceeds from sale of property and equipment		17			8
Net cash used in investing activities		(3,606	)		(1,397	)
Financing activities
Debt issuance costs		(829	)		—
Repayment of debt		—			(60,000	)
Prepayment penalty and fees		—			(300	)
Repurchase of equity shares		—			(1	)
Proceeds from employee stock purchase plan contributions		2,926			—
Exercise of stock options		1,796			893
Net cash provided by (used in) financing activities		3,893			(59,408	)
Net increase (decrease) in cash, cash equivalents and restricted cash		22,116			(34,198	)
Cash, cash equivalents and restricted cash, beginning of period		77,236			116,127
Cash, cash equivalents and restricted cash, end of period	$	99,352		$	81,929

See accompanying notes to unaudited condensed consolidated financial statements.

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Sailpoint technologies Holding, Inc. and subsidiaries

NOTES TO UNAUDITED CONDENSED Consolidated FINANCIAL STATEMENTS

1. Organization and Description of Business

SailPoint Technologies Holdings, Inc. (“we,” “our,” “the Company” or “SailPoint”) was incorporated in the state of Delaware on August 8, 2014, in preparation for the purchase of SailPoint Technologies, Inc. The purchase (the “Acquisition”) occurred on September 8, 2014 and our certificate of incorporation was amended and restated as of such date. SailPoint Technologies, Inc. was formed July 14, 2004 as a Delaware corporation. The Company designs, develops and markets identity governance software that helps organizations govern user access to critical systems and data. The Company currently markets its products and services worldwide.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of Regulation S-X, “Interim Financial Statements” and the rules and regulations for Form 10-Q of the Securities and Exchange Commission (the “SEC”). Pursuant to those rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of operations, statements of stockholders’ equity and the statements of cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2019 or any future period. Our unaudited condensed consolidated financial statements have been prepared in a manner consistent with the accounting principles described in our Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 18, 2019 (the “Annual Report”). These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report. All intercompany accounts and transactions have been eliminated in consolidation.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments with an original maturity of three months or less from date of purchase to be cash equivalents. The Company is required to maintain a small amount of restricted cash to guarantee rent payments in a foreign subsidiary as well as $6.0 million of cash collateral for an unconditional standby letter of credit related to the Company’s corporate headquarters lease.

	As of
	June 30, 2019		December 31, 2018
	(In thousands)
Cash and cash equivalents per balance sheet	$	93,049	$	70,964
Restricted cash per balance sheet		6,303		6,272
Cash, cash equivalents and restricted cash per cash flow	$	99,352	$	77,236

Segment Information and Concentration of Credit and Other Risks

Segment Information

The Company operates as one operating segment. The Company’s chief operating decision makers review financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment, and derives revenues from licensing of software, subscription and renewals, sale of professional services, maintenance and technical support.

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The following table sets forth the Company’s consolidated revenue by geography:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(In thousands)
United States	$	44,399	$	33,954	$	85,959	$	66,315
EMEA⁽¹⁾		12,332		13,232		26,269		24,551
Rest of the World ⁽¹⁾		6,323		6,470		11,409		11,731
Total revenue	$	63,054	$	53,656	$	123,637	$	102,597

(1)	No single country represented more than 10% of our consolidated revenue.

Concentration of Credit Risk and Other Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. As of June 30, 2019, no single entity represented more than 10% of the balance in accounts receivable. As of December 31, 2018, 11%, of the Company’s accounts receivable was from one customer. Management considers concentration of credit risk to be minimal with respect to accounts receivable due to the positive historical collection experience of the Company despite the geographic concentrations related to the Company’s customers. No single customer represented more than 10% of revenue for three and six months ended June 30, 2019 and 2018. The Company does not experience concentration of credit risk in foreign countries as no single foreign country represents more than 10% of the Company’s consolidated revenues or net assets.

Significant Accounting Policies

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Annual Report, most notably Note 2 “Summary of Significant Accounting Policies”. In 2019, the Company adopted Accounting Standards Update 2016-02, “Leases” (“ASU 2016-02”) using the modified retrospective approach. For information regarding ASU 2016-02, please refer to Note 5 “Commitments and Contingencies” below.

Services and Other Revenues

While there are no changes to the policy, the Company provides the following additional clarification regarding the revenue for fixed price services and prepaids that are recognized over time using input methods to estimate progress to completion. For services that are contracted for at a fixed price, progress is generally measured based on hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on a time and materials or prepaid basis, progress is generally based on actual hours expended. These input methods (e.g. hours incurred or expended) are considered a faithful depiction of our efforts to satisfy services contracts as they represent the performance obligation consumed by the customer and performed by the entity and therefore reflect the transfer of services to a customer under such contracts.

Deferred Contract Acquisition Costs

While there are no changes to the policy, the Company provides the following additional clarification regarding the incremental costs of obtaining a contract, such as deferred sales commission costs, in particular upon contract renewals. The Company typically pays sales commissions for both initial and follow-on sales of perpetual licenses, inclusive of initial maintenance, term licenses and subscription offerings. Initial commissions are allocated to each performance obligation within the contract. The portion allocated to the perpetual license element is expensed at the time the license is delivered. Commissions allocated to the remaining elements are capitalized and amortized over an expected period of benefit. The Company has determined the expected period of benefit to be approximately five years. In addition, the Company pays sales commissions for renewals of term licenses and subscription offerings at a lower rate, which is therefore not commensurate with commissions paid on an initial sale. These renewal commissions are amortized over each renewal’s contractual term. The Company does not pay sales commissions on renewals of maintenance agreements related to perpetual licenses.

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Recently Issued Accounting Standards Not Yet Adopted

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (ASU 2018-15), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for public entities, for annual periods, including interim periods within those annual periods, beginning after December 15, 2019, and earlier adoption is permitted. The Company does not plan to early adopt, and therefore plans to adopt for the annual period beginning after December 15, 2019 on a prospective basis. The Company is currently evaluating the impact of ASU 2018-15, however does not expect a material effect on the consolidated financial statements.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 and subsequent updates thereafter in ASU 2017-13, ASU 2018-10 and ASU 2018-11, Leases (collectively, Accounting Standards Codification 842 or ASC 842). This standard requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The standard also expands the required quantitative and qualitative disclosures surrounding leases.

On January 1, 2019, we adopted ASC 842 using the modified retrospective transition method with certain practical expedients available for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the condensed consolidated financial statements. SailPoint evaluated whether any cumulative adjustment is required to be recorded to retained earnings as a result of applying the provisions set forth under ASC 842 for any existing arrangements not yet completed as of January 1, 2019. Adoption of ASC 842 did not result in a cumulative adjustment to retained earnings as of January 1, 2019. In addition, it is important to note that under the modified retrospective transition method, our prior period results were not recast to reflect the new standard. We elected certain practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information upon adoption.

The adoption of the new standard represents a change in accounting principle with the intent to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We have made an accounting policy election not to recognize ROU assets and lease liabilities that arise from short-term leases for any class of underlying asset.

The standard did not have a material impact on our condensed consolidated statements of operations or statements of cash flows. However, upon adoption of ASC 842 the opening impact on our condensed consolidated balance sheets was not material, but it resulted in recording ROU assets and an increase in total lease liabilities of $3.5 million for operating leases for physical office space.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. ASU 2018-07 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the standard effective January 1, 2019, using the prospective approach. This adoption resulted in no material impact on the Company’s condensed consolidated financial statements.

3. Revenue Recognition

ASC 606 Adoption and Impact to Previously Reported Results

During the year ended December 31, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (ASC 606) and subsequent amendments to the initial guidance collectively, ASC 606, utilizing the modified retrospective method of transition whereby the results and related disclosures for the comparative 2018 periods presented in this Form 10-Q were recast and are now presented as if ASC 606 had been in effect beginning January 1, 2018 with modified retrospective adjustments applicable prior to January 1, 2018 included as a cumulative adjustment to retained earnings. Refer to Note 2 “Summary of Significant Accounting Policies” and Note 3 “Revenue Recognition” in our Annual Report for accounting policy updates and adoption of ASC 606.

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Disaggregation of Revenue

The Company’s revenue by geographic region based on the customer’s location is presented in Note 2 “Summary of Significant Accounting Policies” above.

The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control:

	Three Months Ended June 30, 2019						Three Months Ended June 30, 2018
					Services						Services
	License		Subscription		and other		License		Subscription		and other
	(in thousands)
Timing of revenue recognition
Revenue recognized at a point in time	$	19,333	$	—	$	—	$	19,620	$	—	$	—
Revenue recognized over time		—		33,711		10,010		—		24,110		9,926
Total revenue	$	19,333	$	33,711	$	10,010	$	19,620	$	24,110	$	9,926

	Six Months Ended June 30, 2019						Six Months Ended June 30, 2018
					Services						Services
	License		Subscription		and other		License		Subscription		and other
	(in thousands)
Timing of revenue recognition
Revenue recognized at a point in time	$	38,002	$	—	$	—	$	36,428	$	—	$	—
Revenue recognized over time		—		65,546		20,089		—		46,615		19,554
Total revenue	$	38,002	$	65,546	$	20,089	$	36,428	$	46,615	$	19,554

Contract Balances

A summary of the activity impacting our contract balances during the period ended June 30, 2019 is presented below (in thousands):

	Contract acquisition costs
Balances at December 31, 2018	$	28,043
Additional deferred contract acquisition costs		5,283
Amortization of deferred contract acquisition costs		(4,691	)
Balances at June 30, 2019	$	28,635

	Deferred revenue (current)			Deferred revenue (non-current)
Balances at December 31, 2018	$	95,919		$	18,382
Increase (decrease), net		(423	)		1,546
Balances at June 30, 2019	$	95,496		$	19,928

Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. During the three and six months ended June 30, 2019, revenue recognized that was previously deferred was approximately $39.0 million and $68.8 million, respectively, compared to revenue recognized that was previously deferred of approximately $26.2 million and $45.4 million during the three months ended June 30, 2018 and the period from January 1, 2018, the date of ASC 606 adoption, to June 30, 2018, respectively. The difference between the opening and closing balances of the Company’s contract assets and deferred revenue primarily results from the timing difference between the Company’s performance and the customer billings.

Contract assets primarily relate to unbilled amounts, which are netted with deferred revenue at contract level, and typically result from sales contracts when revenue recognized exceeds the amount billed to the customer, and the right to payment is subject to more than the passage of time. Contract assets are transferred to accounts receivable when the rights become unconditional and the customer is billed. Contract assets are included in prepayments and other current assets and other non-current assets in the condensed consolidated balance sheets. During the periods ended June 30, 2019 and 2018, amounts reclassified from contract assets to accounts receivable were approximately $1.8 million and $1.6 million, respectively. There were no impairments of contract assets during the periods ended June 30, 2019 or 2018.

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Remaining Performance Obligations

Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These remaining performance obligations represent contract revenue that has not yet been recognized and is included in deferred revenue, the balance of which includes both invoices that have been issued to customers but have not been recognized as revenue and amounts that will be invoiced and recognized as revenue in future periods. As of June 30, 2019, amounts allocated to these additional performance obligations are $169.3 million, of which we expect to recognize $115.2 million as revenue over the next 12 months with the remaining balance recognized thereafter.

Assets Recognized from the Costs to Obtain our Contracts with Customers

As of June 30, 2019, and December 31, 2018, $9.0 million and $8.4 million, respectively, of our deferred contract acquisition costs are included in prepayments and other current assets as they are expected to be amortized within the next 12 months. The remaining amount of our deferred contract acquisition costs are included in other non-current assets. The balance of deferred contract acquisition costs, which primarily consists of cumulative capitalized costs to obtain contracts was $28.6 million and $28.0 million at June 30, 2019 and December 31, 2018, respectively. For the three and six months ended June 30, 2019, amortization of deferred contract acquisition costs of $2.5 million and $4.7 million was recorded for the respective periods. For the three and six months ended June 30, 2018, amortization of deferred contract acquisition costs of $1.7 million and $3.4 million was recorded for the respective periods. There were no material impairments of assets related to deferred contract acquisition costs during the periods ended June 30, 2019 and 2018.

4. Intangible Assets

Total cost and amortization of intangible assets are comprised of the following:

		As of
	Weighted Average Useful Life	June 30, 2019			December 31, 2018
Intangible assets	(In years)	(In thousands)
Customer lists	15	$	42,500		$	42,500
Developed technology	9.6		42,000			42,000
Trade names and trademarks	17		24,500			24,500
Order backlog	1.5		—			1,100
Other intangible assets	4.9		3,310			3,310
Total intangible assets			112,310			113,410
Less: Accumulated amortization			(42,112	)		(38,550	)
Total intangible assets, net		$	70,198		$	74,860

Amortization expense included in the condensed consolidated statements of operations for the periods ended June 30, 2019 and 2018 is as follows:

	Three Months Ended				Six Months Ended
Amortization expense (in thousands)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Cost of revenue - licenses	$	1,008	$	1,008	$	2,016	$	2,016
Cost of revenue - subscription		96		96		192		192
Research and development		159		34		318		68
Sales and marketing		1,068		1,068		2,136		2,136
Total amortization of acquired intangibles	$	2,331	$	2,206	$	4,662	$	4,412

Periodically, the Company evaluates intangible assets for possible impairment. There were no impairments of intangible assets during the periods ended June 30, 2019 and 2018.

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5. Commitments and Contingencies

Operating Leases

Right-of-use (“ROU”) assets and lease liabilities are recognized at the present value of future lease payments over the lease term. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets include any upfront lease payments made and exclude lease incentives. The Company leases its facilities under non-cancelable operating lease agreements. Additionally, these leases often require the Company to pay property taxes, insurance and maintenance costs, which are generally expensed as incurred and are not included in the table below. Certain of these facility leases contain predetermined fixed escalations of the minimum rentals, and the Company recognizes expense for these leases on a straight-line basis over the full term of the lease arrangement. Leases with an initial term of 12 months or less are not recorded on the balance sheets and short-term lease expense is recognized on a straight-line basis over the lease term. The depreciable life of related leasehold improvements is based on the lease term.

As of June 30, 2019, our leases have remaining lease terms of less than one year to ten years. Certain leases include early termination and/or extension options; however, exercises of these options are at the Company’s sole discretion. As of June 30, 2019, the Company determined it is not reasonably certain it will exercise the options to extend its leases or terminate them early. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants and as of June 30, 2019, the Company is not subleasing to any third parties.

The rates implicit in the Company’s leases are not readily determinable. Therefore, in order to value the Company’s lease liabilities, the Company uses an incremental borrowing rate which reflects the fixed rate at which the Company could borrow a similar amount in the same currency, for the same term, and with similar collateral as in the lease at the commencement date. The result of adoption of ASC 842 was an increase in ROU assets and total lease liabilities of $3.5 million on the Company’s condensed consolidated balance sheet. ASC 842 did not have a material impact on our condensed consolidated statements of operations and statements of cash flows. As of June 30, 2019, the Company measures its lease liabilities at the net present value of the remaining lease payments discounted at the weighted average discount rate of 4.12%. The weighted average remaining term of the Company’s operating leases is 9.2 years. As of June 30, 2019, the total lease liabilities are $42.4 million, $3.6 million of which is included in accrued expenses and other current liabilities and $38.8 million is included as long-term operating lease liabilities on the condensed consolidated balance sheet. As of June 30, 2019, the ROU asset balance is $31.3 million.

Operating lease costs during the periods presented were as follows:

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
	(in thousands)
Lease cost
Operating lease cost	$	1,469	$	2,787
Short-term lease cost		719		862
Total lease cost	$	2,188	$	3,649

Facilities costs (including rent and utilities) are considered shared costs and are allocated to departments based on headcount. As such, allocated shared costs are reflected in each cost of revenue and operating expense category. Total rent expense recognized was approximately $1.0 million and $1.9 million for the three and six months ended June 30, 2018, respectively.

Other supplemental cash flow information related to operating leases is as follows:

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1.3	$	2.2
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	—	$	30.4

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At June 30, 2019, we have no financing leases and we have non-cancelable operating lease commitments, excluding variable consideration. The undiscounted annual future minimum lease payments are summarized by year in the table below:

Year Ending December 31,	(in thousands)
2019 (except the six months ended June 30)	$	2,485
2020		5,226
2021		5,499
2022		5,468
2023		4,972
Thereafter		27,030
Total minimum lease payments		50,680
Less: interest		(8,261	)
Total present value of operating lease liabilities	$	42,419
Less: operating lease liabilities - current	$	(3,606	)
Long-term operating lease liabilities	$	38,813

6. Line of Credit and Long-Term Debt

On March 11, 2019, SailPoint Technologies, Inc., as borrower, and certain of our other wholly owned subsidiaries entered into a credit agreement (the “Credit Agreement”). The Credit Agreement is guaranteed by SailPoint Technologies Intermediate Holdings, LLC, a wholly owned subsidiary, and the Borrower’s material domestic subsidiaries (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and is supported by a security interest in substantially all of the Loan Parties’ personal property and assets.

The credit agreement provides for an initial $150.0 million in commitments for revolving credit loans, with a $15.0 million letter of credit sublimit, which amount can be increased or decreased under certain circumstances and is subject to certain financial covenants. In addition, the credit agreement provides for the ability to incur uncommitted term loan facilities if, among other things, the Senior Secured Net Leverage Ratio (as defined in our credit agreement), calculated giving pro forma effect to the requested term loan facility, is no greater than 3.50 to 1.00, provided that such financial covenant level shall be increased to 4.00 to 1.00 during a fiscal quarter in which a Material Acquisition (as defined in the Credit Agreement) has been consummated. Borrowings pursuant to the Credit Agreement may be used for working capital and other general corporate purposes, including acquisitions permitted under the Credit Agreement.

The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Loan Parties and their Restricted Subsidiaries (as defined in the Credit Agreement) to incur additional indebtedness or guarantee indebtedness of others; create liens on properties or assets; merge, consolidate, or dissolve; make certain loans or investments; sell or dispose of assets; enter into sale and leaseback transactions; pay dividends and other restricted payments; or enter into transactions with affiliates. The agreement has established priority for the lenders party over all assets of the Company.

Borrowings under our credit agreement are scheduled to mature in March 2024. Any borrowing under our credit agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid may be reborrowed. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed the aggregate commitments of all lenders. Payment of the borrowings may be accelerated upon the occurrence of certain customary events of default specified in the Credit Agreement, which includes failure to make payments relating to the borrowings under the Credit Agreement when due, the material inaccuracy of representations or warranties, failures to perform certain affirmative covenants, failures to refrain from actions or omissions prohibited by negative covenants, cross-defaults, bankruptcy and insolvency-related events, certain judgments, certain ERISA-related events and a Change in Control (as defined in the Credit Agreement).

The interest rates applicable to revolving credit loans under our Credit Agreement are, at the borrower’s option, either (i) a base rate, which is equal to the greatest of (a) the Prime Rate (as defined in our credit agreement), (b) the Federal Funds Effective Rate (as defined in our Credit Agreement) plus 1/2 of 1%, and (c) the one-month Adjusted LIBO Rate (as defined in our Credit Agreement) plus 1%, in each case, plus an interest margin ranging from 0.25% to 0.75% based on the Senior Secured Net Leverage Ratio, or (ii) the Adjusted LIBO Rate plus an interest margin ranging from 1.25% to 1.75% based on the Senior Secured Net Leverage Ratio. The Adjusted LIBO Rate cannot be less than zero. The borrower will pay an unused commitment fee during the term of our Credit Agreement ranging from 0.20% to 0.30% per annum based on the Senior Secured Net Leverage Ratio.

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The Company had no outstanding revolving credit loan balance as of June 30, 2019 and December 31, 2018. The Company was in compliance with all applicable covenants as of June 30, 2019.

The Company incurred total debt issuance costs of approximately $0.8 million in connection with this new Credit Agreement, which is included in other non-current assets on the accompanying condensed consolidated balance sheet. These costs are being amortized to interest expense over the life of the credit agreement on a straight-line basis. Amortization of debt issuance costs during both the three and six months ended June 30, 2019 was $0.1 million and was recorded in interest expense in the accompanying condensed consolidated statements of operations. Amortization of debt issuance costs under our prior credit agreement during the three and six months ended June 30, 2018 was approximately $0.1 million and $0.2 million, respectively. Under terms of the previous credit facility, the Company voluntarily prepaid on its term loan during the quarter ended June 30, 2018. The debt paydown was subject to a prepayment premium of approximately $0.3 million, and a loss on the modification and partial extinguishment of debt of $1.5 million, both of which were recorded as interest expense in the consolidated statements of operations for the three and six months ended June 30, 2018.

7. Stock Option Plans and Stock-Based Compensation

2015 Stock Option Plans

In 2015, the Company adopted (i) the Amended and Restated 2015 Stock Option and Grant Plan and (ii) the 2015 Stock Incentive Plan (together the “2015 Stock Option Plans”) under which it may grant incentive stock options (“ISOs”), nonqualified stock options (“NSOs”) for the right to purchase shares of common stock and grant restricted stock units. The 2015 Stock Option Plans reserve 5.0 million shares of common stock for issuance as ISOs, 0.5 million shares of restricted stock and 0.25 million shares for issuance under the 2015 Stock Incentive Plan. Under the 2015 Stock Option Plans, ISOs may not be granted at less than fair market value on the date of the grant and generally vest over a four-year period based on continued service. Options generally expire ten years after the grant date.

At June 30, 2019, approximately 564,000 shares were available for issuance under the Amended and Restated 2015 Stock Option and Grant Plan and includes approximately 90,000 shares which were available for issuance under the 2015 Stock Incentive Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises.

2017 Long Term Incentive Plan

In November 2017, the Company’s Board of Directors adopted the 2017 Long Term Incentive Plan (the “2017 Plan”) under which it may grant stock options, nonqualified stock options to purchase shares of common stock and restricted stock units (“RSUs”). As of June 30, 2019, the Company had reserved approximately 13.3 million shares of common stock available for issuance under the 2017 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. The number of shares of common stock available for issuance under the 2017 Plan will be increased on each January 1 hereafter by approximately 4.4 million shares of common stock. Options and RSUs granted to employees under the 2017 Plan generally vest over four years. Common stock subject to an award that expires or is canceled, forfeited, exchanged or otherwise terminated without delivery of shares, and shares withheld or surrendered to pay the exercise price of, or to satisfy the withholding obligations with respect to an award, will become available for future grants under the 2017 Plan. At June 30, 2019, approximately 9.0 million shares were available for issuance under the 2017 Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises.

The fair value for the Company’s stock options granted and Employee Stock Purchase Plan (the "ESPP") purchase rights, as discussed further below, during the six months ended June 30, 2019 and 2018 was estimated at grant date using a Black Scholes option-pricing model using the following weighted average assumptions:

	Stock Options				ESPP
	June 30, 2019		June 30, 2018		June 30, 2019	June 30, 2018
Expected dividend rate	0%		0%		0%	NA
Expected volatility	39.3% - 39.8%		40.0% - 41.1%		39.8% - 46.0%	NA
Risk-free interest rate	1.84% - 2.59%		2.63% - 2.91%		2.29 - 2.44%	NA
Expected term (in years)		6.25		6.25	0.42 - 0.50	NA

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The following table summarizes stock option activity for the period ended June 30, 2019:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)			(per share)		(years)		(in thousands)
Balances at December 31, 2018		2,817		$	6.64		8.0	$	47,589
Granted		818		$	28.15
Exercised		(488	)	$	3.67
Forfeited		(51	)	$	7.53
Balances at June 30, 2019		3,096		$	12.78		8.2	$	29,695
Options vested and expected to vest at June 30, 2019		3,096		$	12.78		8.2	$	29,695
Options vested and exercisable at June 30, 2019		1,108		$	5.55		7.2	$	16,098

The Company expects all outstanding stock options to fully vest, except for stock options related to the resignation of our Chief Revenue Officer. The weighted average grant date fair value per share for the six months ended June 30, 2019 and 2018 was $12.06 and $9.19, respectively. Stock-based compensation expense relating to stock options was approximately $1.4 million and $2.6 million for the three and six months ended June 30, 2019, respectively, compared to approximately $0.7 million and $2.5 million for the three and six months ended June 30, 2018, respectively. The total fair value of shares vested during the three and six months ended June 30, 2019 was approximately $0.5 million and $2.9 million, respectively, compared to approximately $0.2 million and $0.6 million for the three and six months ended June 30, 2018, respectively.

The total unrecognized compensation expense related to non-vested stock options granted is $14.5 million and is expected to be recognized over a weighted average period of approximately 2.6 years as of June 30, 2019.

Incentive Unit Plan

In 2014 and 2015, the Company granted shares of the Company’s common stock (the “incentive units”) to certain members of management pursuant to restricted stock agreements (the “RSAs”).

The incentive units were granted with an exercise price equal to the fair market value on the date of grant, are subject to vesting, and if exercised in advance of vesting were subject to the Company’s right to repurchase until vested. During the first quarter of 2019, all of the remaining 0.7 million units were vested with a weighted average grant date fair value of $0.05 per share. The Company did not grant any additional incentive units during the three and six months ended June 30, 2019 and 2018.

As of March 31, 2019, all incentive units were vested. Therefore, we incurred no additional stock-based compensation expense for the three months ended June 30, 2019. Stock-based compensation expense was $0.4 million for the six months ended June 30, 2019. Stock-based compensation expense was approximately $2.1 million and $4.3 million for the three and six months ended June 30, 2018, respectively.

Restricted Stock Units

Restricted stock units (“RSUs”) are generally subject to forfeiture if employment terminates prior to the vesting date. We expense the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs on the date of grant, ratably over the period during which the vesting restrictions lapse.

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The following table provides a summary of the restricted stock unit for employees and non-employees for the period ended June 30, 2019:

	Number of Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(in thousands)			(per share)		(years)		(in thousands)
Balances at December 31, 2018		1,148		$	15.40		1.8		26,967
Granted		1,027		$	29.25
Vested		(124	)	$	19.26
Forfeited		(66	)	$	19.95
Balances at June 30, 2019		1,985		$	22.18		1.8		39,777
Units expected to vest at June 30, 2019		1,985		$	22.18		1.8		39,777

The Company expects all outstanding RSUs to fully vest, except for RSUs related to the resignation of our Chief Revenue Officer. Stock-based compensation expense relating to restricted stock units was approximately $3.0 million and $5.4 million for the three and six months ended June 30, 2019, respectively, compared to approximately $1.3 million and $2.5 million for the three and six months ended June 30, 2018, respectively. During the first quarter of 2019, the Board of Directors approved accelerated vesting of restricted stock for an exiting board member that resulted in a modification and an immaterial decrease in stock-based compensation expense.

The total unrecognized compensation related to RSUs for employee and non-employees was $38.7 million as of June 30, 2019 and is expected to be recognized over a weighted average period of approximately 3.1 years.

Employee Stock Purchase Plan

In November 2017, the Company’s Board of Directors adopted the Employee Stock Purchase Plan (the "ESPP"). The ESPP became effective November of 2017, after the date our registration statement was declared effective by the SEC. The ESPP permits eligible employees to purchase shares by authorizing payroll deductions from 1% to 15% of employee’s eligible compensation during the offering period, which is generally six months, with an annual cap of $25,000 in fair market value, determined at the grant date. Unless an employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares after the closing of the offering period at a price equal to 85% of the closing price of the shares at the opening or closing of the offering period, whichever is lower. During the three and six months ended June 30, 2019, the Company issued and distributed approximately 0.2 million shares of common stock pursuant the ESPP offering spanning January 2, 2019 to June 3, 2019. The current offering period is June 4, 2019 through December 2, 2019.

The Company initially reserved 1.8 million shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP will increase each January 1 beginning in 2019 by 0.9 million shares of common stock. The ESPP will continue in effect until October 30, 2020; unless terminated prior thereto by the Company’s Board of Directors or compensation committee, each of which has the right to terminate the ESPP at any time.

Stock-based compensation expense relating to the ESPP was approximately $0.5 million and $1.3 million for the three and six months ended June 30, 2019, respectively. Stock-based compensation expense associated with ESPP purchase rights are recognized on a straight-line basis over the offering period.

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A summary of the Company’s stock-based compensation expense, which includes stock options, incentive units, restricted stock units and ESPP, is presented below:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(In thousands)
Stock options	$	1,392	$	709	$	2,636	$	2,487
Incentive units		—		2,137		351		4,269
RSUs		3,029		1,270		5,357		2,499
ESPP		549		—		1,265		—
Total stock-based compensation expense	$	4,970	$	4,116	$	9,609	$	9,255

A summary of the Company’s stock-based compensation expense as recognized on the condensed consolidated statements of operations is as follows:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(In thousands)
Cost of revenue - subscription	$	284	$	253	$	544	$	374
Cost of revenue - services and other		380		347		729		722
Research and development		916		652		1,833		1,293
General and administrative		1,644		1,695		3,015		4,035
Sales and marketing		1,746		1,169		3,488		2,831
Total stock-based compensation expense	$	4,970	$	4,116	$	9,609	$	9,255

8. Income Taxes

Impacts of the U.S. 2017 Tax Cuts and Jobs Act

The U.S. 2017 Tax Cuts and Jobs Act (the “Act”), which was signed into law on December 22, 2017 and effective January 1, 2018, reduced the U.S. federal corporate tax rate from 35% to 21%. Upon adoption, there was no net impact to the Company’s provision for income taxes or net deferred taxes due to the Company’s valuation allowance. The decrease in future tax assets via the reduced rate was offset by the decrease in our valuation allowance.

The Act subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under GAAP, the Company is permitted to make an accounting policy election to either treat taxes due on future inclusions in U.S. taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or to factor such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company elected the "period cost method" as its accounting policy with respect to the new GILTI tax rules. For the periods ended June 30, 2019 and 2018, the Company determined it was in an aggregated net loss position with respect to its controlled foreign corporations. Thus, there is no GILTI tax liability as of June 30, 2019 and 2018.

The provision for income taxes for 2019 and 2018 is generated from activity related to stock option activity and certain foreign jurisdictions by our consolidated subsidiaries. The effective tax rate for the three and six months ended June 30, 2019 is (9.2)% and 2.2%, respectively, compared to (79.3)% and (66.4)% for the three and six months ended June 30, 2018, respectively. The primary drivers for the differences in the rates from the prior-year periods to the current-year periods are related to differences in forecasted pre-tax book income, the impact of stock compensation and an increase in foreign tax liabilities.

Provision for income taxes consists of U.S. and state income taxes and income taxes in certain foreign jurisdictions in which the Company conducts business. With the previous adoption of ASC 606 in 2018, the Company is in a deferred tax liability position and no longer requires a valuation allowance. The Company still maintains a full valuation allowance for our Israel tax position due the lack of taxable earnings for the foreseeable future.

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the three and six months ended June 30, 2019 and 2018, the Company did not record any material interest or penalties.

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The Company files tax returns in the U.S. federal jurisdiction, in several state jurisdictions, and in several foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years before 2015 and is no longer subject to state, local and foreign income tax examinations by tax authorities for years before 2014. The Company is currently under audit for income tax in a single foreign jurisdiction. The audit is ongoing and is not expected to materially impact the consolidated financial statements. The Company has an Uncertain Tax Position reserve related to this foreign jurisdiction filing that should sufficiently cover any related assessment.

9. Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using our weighted average outstanding common shares including the dilutive effect of stock awards. In periods when the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation as their inclusion would have an antidilutive effect.

The following table sets forth the calculation of basic and diluted net loss per share during the periods presented:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(In thousands, except per share data)
Numerator
Net loss	$	(9,197	)	$	(979	)	$	(17,587	)	$	(3,281	)
Net loss attributable to common stockholders	$	(9,197	)	$	(979	)	$	(17,587	)	$	(3,281	)

Denominator
Weighted average shares outstanding
Basic		88,767			86,246			88,533			85,984
Diluted		88,767			86,246			88,533			85,984

Net loss attributable to common stockholders per share
Basic	$	(0.10	)	$	(0.01	)	$	(0.20	)	$	(0.04	)
Diluted	$	(0.10	)	$	(0.01	)	$	(0.20	)	$	(0.04	)

The following weighted average outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive.

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(in thousands)
Stock options to purchase common stock		1,458		3,316		3,108		3,392
Non-vested incentive units		—		1,098		—		1,288
RSUs issued and outstanding		1,941		1,281		1,791		1,189
ESPP		57		—		28		—
Total		3,456		5,695		4,927		5,869

10. Subsequent Events

As previously disclosed on Form 8-K, Howard Greenfield, the former Chief Revenue Officer of SailPoint Technologies, Inc., submitted his resignation from this position to the Company. In connection with his resignation, the Company and Mr. Greenfield entered into a Separation Agreement (the “Separation Agreement”) effective on April 26, 2019. As of July 31, 2019 Mr. Greenfield has satisfied the contingent conditions specified in the Separation Agreement, and therefore is scheduled to receive, among other things, (i) a cash lump sum severance payment of $1.1 million, less applicable taxes and deductions payable in August 2019, and (ii) reimbursement for six months of insurance coverage under the Consolidated Omnibus Budget Reconciliation Act. At June 30, 2019, the total severance liability accrued was $1.1 million, which is included in accrued expenses and other on the balance sheet.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our Unaudited Condensed Consolidated Financial Statements and notes thereto in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 18, 2019 (the “Annual Report”), including the Consolidated Financial Statements and related notes included therein.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements of historical fact included in this Quarterly Report regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. The forward-looking statements are contained principally in this Quarterly Report in “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and “Risk Factors”.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors. Important factors, some of which are beyond our control, that could cause actual results to differ materially from our historical results or those expressed or implied by these forward-looking statements include the following: our ability to attract and retain customers, including larger organizations; our ability to deepen our relationships with existing customers; our expectations regarding our customer growth rate; our business plan and beliefs and objectives for future operations; trends associated with our industry and potential market; benefits associated with use of our platform and services; our ability to develop or acquire new solutions, improve our platform and solutions and increase the value of our platform and solutions; our ability to compete successfully against current and future competitors; our ability to further develop strategic relationships; our ability to achieve positive returns on investments; our plans to acquire complementary businesses, products or technology; our plans to further invest in and grow our business, and our ability to effectively manage our growth and associated investments; our ability to timely and effectively scale and adapt our existing technology, our ability to increase our revenue, our revenue growth rate and gross margin; our ability to generate sufficient revenue to achieve and sustain profitability; our future financial performance, including trends in revenue, cost of revenue, operating expenses, other income and expenses, income taxes, billings and customers; the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements; our ability to raise capital and the loans of those financings; our ability to attract, train and retain qualified employees and key personnel; our ability to maintain and benefit from our corporate culture; our ability to successfully identify, acquire and integrate companies and assets; our ability to successfully enter new markets and manage our international expansion; and our ability to maintain, protect and enhance our intellectual property and not infringe upon others’ intellectual property. These and other important risk factors are described more fully in our reports and other documents filed with the SEC, including under “Risk Factors” in Part I, Item 1A in the Annual Report and “Risk Factors” in Part II, Item 1A in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date hereof. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

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Business Overview

SailPoint is the leading provider of enterprise identity governance solutions. Our open identity platform provides organizations with critical visibility into who currently has access to which resources, who should have access to those resources and how that access is being used.

We offer both on-premises software and cloud-based solutions, which empower our customers to efficiently and securely govern the digital identities of employees, contractors, business partners and other users, and manage their constantly changing access rights to enterprise applications and data across hybrid IT environments, whether comprised of on-premises, cloud or mobile applications. We help customers enable their businesses with more agile and innovative IT, enhance their security posture and better meet compliance and regulatory requirements. We believe that our open identity platform is a critical, foundational layer of a modern cyber security strategy that complements and builds upon traditional perimeter and endpoint-centric security solutions, which on their own are increasingly insufficient to secure organizations, their applications and data. Our customers include many of the world’s largest and most complex organizations, including commercial enterprises, educational institutions and governments.

Our solutions address the complex needs of global enterprises and mid-market organizations. As of June 30, 2019, 1,278 customers across a wide variety of industries were using our products to enable and secure digital identities across the globe. No single customer represented more than 10% of our revenue for each of the three and six months ended June 30, 2019 and 2018.

For the three and six months ended June 30, 2019 our revenue was $63.1 million and $123.6 million, respectively, compared to $53.7 million and $102.6 million for the three and six months ended June 30, 2018, respectively. For the three and six months ended June 30, 2019 our net loss was $(9.2) million and $(17.6) million, respectively, compared to $(1.0) million and $(3.3) million for the three and six months ended June 30, 2018, respectively. For the six months ended June 30, 2019 and 2018, our net cash provided by operations was $21.8 million and $26.6 million, respectively.

Our success is principally dependent on our ability to deliver compelling solutions to attract new customers and retain existing customers. Delivering these solutions is challenging because our customers have large, complex IT environments, often rely on both legacy and innovative technologies, and deploy different business models, including on-premises and cloud solutions. Rising security threats and evolving regulations and compliance standards for cyber security, data protection, privacy and internal IT controls create new opportunities for our industry and require us to adapt our solutions to be successful. Maintaining our historical growth rates is also challenging because our growth strategy depends in part on our ability to expand our global presence, increase the number of companies we can address with our current solutions, and invest in new vertical markets, while competing against much larger companies with more recognizable brands and financial resources. In the first quarter of 2019, we saw changes in our pipeline that impacted our expectations for the remainder of 2019. We believe we have identified the challenges and continue to make changes in our go-to-market initiatives. We believe these changes will address our execution shortfalls; however, it is too early to determine whether all of the shortfalls have been addressed. If we are unable to successfully address these challenges, our business, financial condition, and operating results could be adversely affected. Although we seek to grow rapidly, we also focus on delivering positive net cash from operations while continuing to invest in our platform and to deliver innovative solutions to our customers. Additionally, our gross margins vary depending on the type of solution we sell, and a shift in the mix of our solutions could affect our performance relative to historical results.

We deliver an integrated set of solutions that supports all aspects of identity governance including provisioning, access request, compliance controls, password management and identity governance for data stored in files. Our solutions are built on an open identity platform which offers connectivity to a variety of security and operational IT applications, extending the reach of our identity governance processes and enabling effective identity governance controls across customer environments.

Our set of solutions currently consists of (i) IdentityIQ, our identity governance solution that can be delivered from the cloud or on-premises, (ii) IdentityNow, our multi-tenant Software-as-a-Service (“SaaS”) governance suite, which is delivered as a subscription service, and (iii) IdentityAI, our multi-tenant advanced identity analytics subscription service that delivers the SailPoint Predictive Identity vision by infusing artificial intelligence and machine learning into IdentityIQ and IdentityNow. See Item 1 “Business” of the Annual Report for more information regarding our solutions.

We devote significant resources to acquire new customers, in both existing and new markets, in order to grow our customer base. In addition, we focus on three distinct opportunities to increase sales to existing customers: (i) expand the number of digital identities; (ii) up-sell additional modules or target storage systems, as applicable, within a single solution; and (iii) cross-sell additional solutions.

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On September 8, 2014, SailPoint Technologies Holdings, Inc. acquired all of the capital stock of SailPoint Technologies, Inc. We refer to this transaction as the “Acquisition”.

See “Key Factors Affecting Our Performance” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report for information regarding the key factors affecting our performance.

Key Business Metrics

In addition to our GAAP financial information, we monitor the following key metrics to help us measure and evaluate the effectiveness of our operations:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Number of customers		1,278			1,031			1,278			1,031
Subscription revenue as a percentage of total revenue		53	%		45	%		53	%		45	%
Adjusted EBITDA (in thousands)	$	(653	)	$	4,931		$	420		$	8,856

•

Number of Customers. We believe that the size of our customer base is an indicator of our market penetration and that our net customer additions are an indicator of the growth of our business and our future revenue opportunity. We define a customer as a distinct entity, division or business unit of an organization that receives support or has the right to use our cloud-based solutions as of the specified measurement date.

•

Subscription Revenue as a Percentage of Total Revenue. Subscription revenue is a portion of our total revenue and is derived from (i) IdentityNow, our solution where customers enter into SaaS subscription agreements with us, and (ii) IdentityIQ maintenance and support agreements, but not licenses. As we generally sell our solutions on a per-identity basis, our subscription revenue for any customer is primarily determined by the number of identities that the customer is entitled to govern as part of a SaaS subscription, and the ongoing price paid per-identity under a maintenance and support agreement or SaaS subscription. Thus, we consider our subscription revenue to be the recurring portion of our revenue base and believe that its continued growth as a percentage of total revenue will lead to a more predictable revenue model and increase our visibility to future period total revenues. Because we recognize our subscription revenue ratably over the duration of those agreements, a portion of the revenue we recognize each period is derived from agreements we entered into in prior periods. In contrast, we typically recognize license revenue upon entering into the applicable license, the timing of which is less predictable and may cause significant fluctuations in our quarterly financial results.

•

Adjusted EBITDA. We believe that adjusted EBITDA is a measure widely used by securities analysts and investors to evaluate the financial performance of our company and other companies. We believe that adjusted EBITDA is an important measure for evaluating our performance because it facilitates comparisons of our core operating results from period to period by removing the impact of our stock-based compensation, asset base (depreciation and amortization), purchase accounting adjustments, severance expense of certain key executives, capital structure (net interest income or expense) and income taxes. In addition, we base certain of our forward-looking estimates and budgets on adjusted EBITDA. See the section titled “Non-GAAP Financial Measures” for more information regarding adjusted EBITDA, including the limitations of using adjusted EBITDA as a financial measure, and for a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with GAAP.

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding of past performance and future prospects. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flow that includes or excludes amounts that are included or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor the non-GAAP financial measures described below and we believe they are helpful to investors. Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry because they may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP and exclude expenses that may have a material impact on our reported financial results. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge you to review the reconciliations of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.

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Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net loss adjusted to exclude stock-based compensation expense, amortization and depreciation, purchase accounting adjustments, severance expense of certain key executives, net interest (income) expense and income taxes.

We exclude stock-based compensation expense from adjusted EBITDA because it is non-cash in nature and excluding this expense provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies. We also exclude amortization of acquired intangible assets, purchase price accounting adjustment and severance expense of certain key executives from our non-GAAP financial measures because these are considered by management to be outside of our core operating results. Accordingly, we believe that excluding these expenses provides investors and management with greater visibility to the underlying performance of our business operations and may also facilitate comparison with the results of other companies in our industry.

The following table reflects the reconciliation of GAAP to non-GAAP adjusted EBITDA to net loss calculated in accordance with GAAP:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(In thousands)
Net loss	$	(9,197	)	$	(979	)	$	(17,587	)	$	(3,281	)
Stock-based compensation ⁽¹⁾		5,019			4,182			9,889			9,321
Amortization of acquired intangibles		2,331			2,206			4,662			4,412
Depreciation		1,256			445			2,228			866
Purchase price accounting adjustment ⁽²⁾		—			19			—			32
Severance expense of certain key executives⁽³⁾		1,126			—			1,126			—
Interest (income) expense, net ⁽⁴⁾		(261	)		2,800			(272	)		3,978
Income tax expense (benefit)		(927	)		(3,742	)		374			(6,472	)
Adjusted EBITDA	$	(653	)	$	4,931		$	420		$	8,856

(1)	Stock-based compensation includes employer related payroll tax expense.

(2)	Purchase accounting adjustment related to the fair value write down of deferred revenue from the Acquisition.

(3)	Severance expense of certain key executives includes employer related payroll tax expense.

(4)	Interest expense includes amortization of debt issuance costs, loss on the modification and extinguishment of debt and prepayment penalty.

Components of Results of Operations

See “Components of Results of Operations” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report for information regarding the components of our results of operations.

ASC 606 Adoption and Impact to Previously Reported Results

During the year ended December 31, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (ASC 606) and subsequent amendments to the initial guidance collectively, ASC 606, utilizing the modified retrospective method of transition whereby the results and related disclosures for the comparative 2018 periods presented in this Quarterly Report were recast and are now presented as if ASC 606 had been in effect beginning January 1, 2018 with modified retrospective adjustments applicable prior to January 1, 2018 included as a cumulative-effect adjustment to retained earnings. Refer to Note 2 “Summary of Significant Accounting Policies” and Note 3 “Revenue Recognition” in the financial statements included in the Annual Report for accounting policy updates and additional information on our adoption of ASC 606.

Seasonality

We generally experience seasonal fluctuations in demand for our products and services. Our quarterly sales are impacted by industry buying patterns. As a result, our sales have generally been highest in the fourth quarter of a calendar year and lowest in the first quarter. Although these seasonal factors are common in the technology industry, historical patterns should not be considered a reliable indicator of our future sales activity or performance.

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Results of Operations

The following table sets forth our unaudited condensed consolidated statements of operations for the periods presented:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(In thousands)
Revenue
Licenses	$	19,333		$	19,620		$	38,002		$	36,428
Subscription		33,711			24,110			65,546			46,615
Services and other		10,010			9,926			20,089			19,554
Total revenue		63,054			53,656			123,637			102,597
Cost of revenue
Licenses		1,015			1,260			2,074			2,398
Subscription⁽¹⁾		6,315			4,919			12,128			9,577
Services and other⁽¹⁾		8,379			7,197			16,376			14,171
Total cost of revenue		15,709			13,376			30,578			26,146
Gross profit		47,345			40,280			93,059			76,451
Operating expenses
Research and development ⁽¹⁾		13,398			10,115			26,170			19,877
General and administrative⁽¹⁾		8,490			7,743			17,627			15,400
Sales and marketing ⁽¹⁾		35,536			23,774			66,024			46,233
Total operating expenses		57,424			41,632			109,821			81,510
Loss from operations		(10,079	)		(1,352	)		(16,762	)		(5,059	)
Other expense, net:
Interest income (expense), net		261			(2,800	)		272			(3,978	)
Other, net		(306	)		(569	)		(723	)		(716	)
Total other expense, net		(45	)		(3,369	)		(451	)		(4,694	)
Loss before income taxes		(10,124	)		(4,721	)		(17,213	)		(9,753	)
Income tax (expense) benefit		927			3,742			(374	)		6,472
Net loss	$	(9,197	)	$	(979	)	$	(17,587	)	$	(3,281	)

(1)	Includes stock-based compensation expense as follows:

	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(In thousands)
Cost of revenue - subscription	$	284	$	253	$	544	$	374
Cost of revenue - services and other		380		347		729		722
Research and development		916		652		1,833		1,293
General and administrative		1,644		1,695		3,015		4,035
Sales and marketing		1,746		1,169		3,488		2,831
Total stock-based compensation expense	$	4,970	$	4,116	$	9,609	$	9,255

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The following table sets forth the unaudited condensed consolidated statements of operations data for each of the periods presented as a percentage of total revenue:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Revenue
Licenses		31	%		37	%		31	%		36	%
Subscription		53			45			53			45
Services and other		16			18			16			19
Total revenue		100			100			100			100
Cost of revenue
Licenses		2			2			2			2
Subscription		10			10			10			9
Services and other		13			13			13			14
Total cost of revenue		25			25			25			25
Gross profit		75			75			75			75
Operating expenses
Research and development		21			19			21			19
General and administrative		13			15			14			15
Sales and marketing		56			44			53			45
Total operating expenses		90			78			88			79
Loss from operations		(15	)		(3	)		(13	)		(4	)
Other expense, net:
Interest income (expense), net		0			(5	)		0			(4	)
Other, net		0			(1	)		(1	)		(1	)
Total other expense, net		0			(6	)		(1	)		(5	)
Loss before income taxes		(15	)		(9	)		(14	)		(9	)
Income tax (expense) benefit		1			7			0			6
Net loss		(14	)%		(2	)%		(14	)%		(3	)%

Comparison of the Three and Six months Ended June 30, 2019 and 2018

Revenue

	Three Months Ended										Six Months Ended
	June 30, 2019		June 30, 2018		variance $			variance %			June 30, 2019		June 30, 2018		variance $		variance %
	(In thousands, except percentages)
Revenue
Licenses	$	19,333	$	19,620	$	(287	)		(1	)%	$	38,002	$	36,428	$	1,574		4	%
Subscription		33,711		24,110		9,601			40	%		65,546		46,615		18,931		41	%
Services and other		10,010		9,926		84			1	%		20,089		19,554		535		3	%
Total revenue	$	63,054	$	53,656	$	9,398			18	%	$	123,637	$	102,597	$	21,040		21	%

License Revenue. License revenue decreased slightly by $0.3 million, or 1%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Consistent with prior periods, license revenue from new customers was higher than license revenue from existing customers for the three months ended June 30, 2019. However, while the Company increased revenue from new customers, with a 22% year over year increase, the increase was offset by a 24% decrease in follow-on license revenue from existing customers. During the three months ended June 30, 2019 and 2018, license revenue from new customers was $11.8 million and $9.7 million, respectively, and license revenue from existing customers was $7.5 million and $9.9 million for the respective periods. Our revenue from any single customer is determined by the number of identities the customer is entitled to govern as well as the number of modules and solutions purchased.

License revenue increased by $1.6 million, or 4%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Consistent with prior periods, license revenue from new customers was higher than license revenue from existing customers for the six months ended June 30, 2019. This increase is primarily attributable to increased revenue from new customers, with a 33% year over year increase, partially offset by a 30% decrease in follow-on license revenue from existing customers. During the six months ended June 30, 2019 and 2018, license revenue from new customers was $26.3 million and $19.7 million, respectively, and license revenue from existing customers was $11.7 million and $16.7 million for the respective periods.

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Subscription Revenue. Subscription revenue increased by $9.6 million, or 40%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. The increase was primarily a result of an increase in ongoing maintenance renewals and an increase in maintenance revenue derived from new license sales. Our customer base increased by 247, or 24%, from 1,031 customers at June 30, 2018 to 1,278 customers at June 30, 2019. During the three months ended June 30, 2019 and 2018, revenue from existing customers contributed to more than 90% of subscription revenue. During the three months ended June 30, 2019, subscription revenue from new and existing customers increased 30% and 41%, respectively, compared to three months ended June 30, 2018.

Subscription revenue increased by $18.9 million, or 41%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The increase was primarily a result of an increase in ongoing maintenance renewals and an increase in maintenance revenue derived from new license sales. During the six months ended June 30, 2019 and 2018, revenue from existing customers contributed to more than 90% of subscription revenue. During the six months ended June 30, 2019, subscription revenue from new and existing customers increased 33% and 41%, respectively, compared to six months ended June 30, 2018.

Services and Other Revenue. Services and other revenue increased by $0.1 million, or 1%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. The increase is primarily a result of an increase in the number of customers using our consulting and training services.

Services and other revenue increased by $0.5 million, or 3%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The increase is primarily a result of an increase in the number of customers using our consulting and training services.

Geographic Regions. Our operations in the United States were responsible for the largest portion of our revenue, and revenue growth, in each of the three and six months ended June 30, 2019 and 2018 because of our larger and more established sales force and partner network in the United States as compared to our other regions. We continue to invest in increasing the size of our international sales force and strengthening partnerships with global system integrators and resellers worldwide. For the six months ended June 30, 2019, we continued to experience moderate revenue growth internationally although we experienced a minor decline during the three months ended June 30, 2019 compared to the three months ended June 30, 2018.

The following table sets forth a summary of our consolidated total revenue by geography and the respective percentage of total revenue:

	Three Months Ended										Six Months Ended
	June 30, 2019					June 30, 2018					June 30, 2019					June 30, 2018
	$		% of revenue			$		% of revenue			$		% of revenue			$		% of revenue
	(In thousands, except percentages)
United States	$	44,399		70	%	$	33,954		63	%	$	85,959		70	%	$	66,315		65	%
EMEA⁽¹⁾		12,332		20	%		13,232		25	%		26,269		21	%		24,551		24	%
Rest of the World ⁽¹⁾		6,323		10	%		6,470		12	%		11,409		9	%		11,731		11	%
Total revenue	$	63,054		100	%	$	53,656		100	%	$	123,637		100	%	$	102,597		100	%

(1)	No single country represented more than 10% of our condensed consolidated revenue.

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Gross Profit and Gross Margin

	Three Months Ended												Six Months Ended
	June 30, 2019			June 30, 2018			variance $			variance %			June 30, 2019			June 30, 2018			variance $			variance %
	(In thousands, except percentages)
Gross profit
Licenses	$	18,318		$	18,360		$	(42	)		(0	)%	$	35,928		$	34,030		$	1,898			6	%
Subscription		27,396			19,191			8,205			43	%		53,418			37,038			16,380			44	%
Services and other		1,631			2,729			(1,098	)		(40	)%		3,713			5,383			(1,670	)		(31	)%
Total gross profit	$	47,345		$	40,280		$	7,065			18	%	$	93,059		$	76,451		$	16,608			22	%
Gross margin
Licenses		95	%		94	%								95	%		93	%
Subscription		81	%		80	%								81	%		79	%
Services and other		16	%		27	%								18	%		28	%
Total gross margin		75	%		75	%								75	%		75	%

Licenses. License gross profit remained consistent for the three months ended June 30, 2019 compared to the three months ended June 30, 2018.

License gross profit increased by $1.9 million, or 6%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The increase was the result of increased license revenues with only minor increases in third party royalties.

Subscription. Subscription gross profit increased by $8.2 million, or 43%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. The increase was the result of growth in subscription revenue, as described above, coupled with growth in costs of subscription revenue at a rate lower than our revenue growth as we continue to build economies of scale within our customer support organization and our utilization of cloud-based hosting services.

Subscription gross profit increased by $16.4 million, or 44%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The increase was the result of growth in subscription revenue, as described above, coupled with growth in costs of subscription revenue at a rate lower than our revenue growth as we continue to build economies of scale within our customer support organization and our utilization of cloud-based hosting services.

Services and Other. Services and other gross profit decreased by $1.1 million, or 40%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. This decrease was primarily attributable to the higher costs associated with expanding our infrastructure for our professional services and training organization to support an increasing number of customers.

Services and other gross profit decreased by $1.7 million, or 31%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. This decrease was primarily attributable to the higher costs associated with expanding our infrastructure for our professional services and training organization to support an increasing number of customers.

Operating Expenses

	Three Months Ended									Six Months Ended
	June 30, 2019		June 30, 2018		variance $		variance %			June 30, 2019		June 30, 2018		variance $		variance %
	(In thousands, except percentages)
Operating expenses
Research and development	$	13,398	$	10,115	$	3,283		32	%	$	26,170	$	19,877	$	6,293		32	%
General and administrative		8,490		7,743		747		10	%		17,627		15,400		2,227		14	%
Sales and marketing		35,536		23,774		11,762		49	%		66,024		46,233		19,791		43	%
Total operating expenses	$	57,424	$	41,632	$	15,792		38	%	$	109,821	$	81,510	$	28,311		35	%

Research and Development Expenses. Research and development expenses increased by $3.3 million, or 32%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Approximately 95% of this increase was the result of an increase in headcount and related allocated overhead to optimize and expand our product offerings as well as pursue innovation in identity governance. Substantially all of the remaining increase in research and development expenses was the result of an increase in amortization of intangibles, primarily from our acquisition of patents in the fourth quarter of 2018.

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Research and development expenses increased by $6.3 million, or 32%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Approximately 92% of this increase was the result of an increase in headcount and related allocated overhead to optimize and expand our product offerings as well as pursue innovation in identity governance. The remaining increase in research and development expenses was primarily the result of $0.3 million in increased amortization of intangibles due to patents acquired in the fourth quarter of 2018 and $0.2 million in increased software maintenance expenses, primarily cloud-based hosting costs related to the development of our cloud-based offering.

General and Administrative Expenses. General and administrative expenses increased by $0.7 million, or 10%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. This increase was primarily driven by approximately $0.5 million increase in general and administrative headcount and related allocated overhead expenses, which includes an increase in general and administrative facility expense associated with the expansion of our offices worldwide, as well as an approximately $0.4 million increase in software maintenance and subscription expenses.

General and administrative expenses increased by $2.2 million, or 14%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. This increase was primarily driven by approximately $1.7 million of increase in professional services expense comprised of legal fees, accounting and consulting fees associated with the implementation of ASC 606 and SOX. Substantially all of the remaining increase was attributable to software maintenance and subscription expenses.

Sales and Marketing Expenses. Sales and marketing expenses increased by $11.8 million, or 49%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Approximately $7.7 million, or 65%, of the increase was the result of our increased sales and marketing headcount, stock-based compensation expense and related allocated overhead, to support increased penetration into our existing customer base as well as expansion into new industry verticals and geographic markets. As our headcount increased, we also experienced related increases in professional services expense, travel and advertising costs of $0.4 million, $0.6 million and $1.6 million, respectively, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Additionally, approximately $1.1 million, or 9%, of the increase is a result of severance expense related to the resignation of our Chief Revenue Officer.

Sales and marketing expenses increased by $19.8 million, or 43%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Approximately $13.3 million, or 67%, of the increase was the result of our increased sales and marketing headcount, stock-based compensation expense and related allocated overhead, to support increased penetration into our existing customer base as well as expansion into new industry verticals and geographic markets. As our headcount increased, we also experienced related increases in professional services expense, travel and advertising costs of $0.7 million, $1.2 million and $2.9 million, respectively, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Additionally, approximately $1.1 million, or 6%, of the increase is a result of severance expense related to the resignation of our Chief Revenue Officer.

Interest Income (Expense), Net

Interest income (expense), net, decreased by $3.1 million for the three months ended June 30, 2019, compared to June 30, 2018. This decrease was primarily due to paydown of our term loan principal balance and related amortization of debt issuance cost.

Interest income (expense), net, decreased by $4.3 million for the six months ended June 30, 2019, compared to June 30, 2018. This decrease was primarily due to paydown of our term loan principal balance and related amortization of debt issuance cost.

Income Tax (Expense) Benefit

Provision for income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. With the adoption of ASC 606 in 2018, we are in a deferred tax liability position and no longer require a valuation allowance. We still maintain a full valuation allowance for our Israel tax position due the lack of taxable earnings for the foreseeable future.

Our income tax rate varies from the federal statutory rate due to the valuation allowances on certain foreign deferred tax assets, regulations and interpretations in multiple jurisdictions in which we operate; unanticipated changes in tax rates; and differences in accounting and tax treatment of our stock-based compensation. We expect this fluctuation in income tax rates, as well as its potential impact on our results of operations, to continue.

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We operate in several tax jurisdictions and are subject to taxes in each country or jurisdiction in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax if such earnings are distributed to the U.S. Prior to 2018, we incurred net losses since our inception. We have since begun to utilize our net operating losses for federal income tax purposes. Thus, our tax expense to date relates primarily to foreign income taxes and to a lesser extent, state income taxes. The effective tax rate for the three and six months ended June 30, 2019 is (9.2)% and 2.2%, respectively, compared to (79.3)% and (66.4)% for the three and six months ended June 30, 2018, respectively. The main drivers for the differences in the rates from the prior period to the current period are related to a decrease in forecasted pre-tax book income, the impact of stock compensation and increase in foreign tax liabilities.

We do not consider the earnings of our foreign subsidiaries, with the exception of India, to be permanently reinvested in foreign jurisdictions. Prior to the Tax Cuts and Jobs Act, the Company had consistently applied Section 956 to its intercompany cash flows. Under the Act, beginning in 2018, global intangible low-taxed income (“GILTI”) provisions apply providing an incremental tax on low taxed foreign income. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. As a result of applying these provisions, the majority of the earnings in our foreign subsidiaries represent income that was previously taxed in the United States. As a result, there would be no material income tax consequences to repatriating the cash currently held in our foreign subsidiaries. In India, we continue to invest and grow our research and development activities and have no plans to repatriate undistributed earning held in India back to the U.S. parent company, and therefore consider earnings in India to be permanently reinvested.

Liquidity and Capital Resources

As of June 30, 2019, we had approximately $93.0 million of cash and cash equivalents, $150.0 million of availability under the revolving Credit Agreement (as defined below) and $6.0 million in our irrevocable, cash collateralized, unconditional standby letter of credit, issued primarily in connection with our new corporate headquarters lease. See Item 2 “Properties” of the Annual Report for more information regarding our new corporate headquarters lease. As of June 30, 2019, we had approximately $4.5 million of cash and cash equivalents held in our foreign subsidiaries.

We believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings under our revolving credit agreement will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing activities and the introduction of new solutions and product enhancements. To the extent existing cash and cash equivalents and borrowings under our revolving credit agreement are not sufficient to fund future activities, we may seek to raise additional funds through equity, equity-linked or debt financings. Any additional equity financing may be dilutive to our existing stockholders. We may enter into agreements or letters of intent with respect to potential investments in, or acquisitions of, complementary businesses, services or technologies, which could also require us to seek additional equity financing, incur indebtedness, or use cash resources. As of June 30, 2019, we had no material commitments for capital expenditures.

Since inception, we have financed operations primarily through license fees, maintenance fees, subscription fees, consulting and training fees, borrowings under our prior credit agreement and, to a lesser degree, the sale of equity securities. Our principal uses of cash are funding operations and capital expenditures. Over the past several years, revenue has increased significantly from year to year and, as a result, cash flows from customer collections have generally increased. However, operating expenses have also increased as we have invested in growing our business. Our operating cash requirements may increase in the future as we continue to invest in the strategic growth of our company.

Credit Agreement

On March 11, 2019, SailPoint Technologies, Inc., as borrower, and certain of our other wholly owned subsidiaries entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for an initial $150.0 million in commitments for revolving credit loans, with a $15.0 million letter of credit sublimit, which amount can be increased or decreased under specified circumstances and is subject to certain financial covenants. Borrowings pursuant to the Credit Agreement may be used for working capital and other general corporate purposes, including for acquisitions permitted under the Credit Agreement.

Borrowings under the Credit Agreement are scheduled to mature in March 2024. We had no outstanding revolving credit loan balance as of June 30, 2019 and December 31, 2018. We were in compliance with all applicable covenants as of June 30, 2019.

See Note 6 “Line of Credit and Long-Term Debt” in our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information regarding terms and conditions of the Credit Agreement.

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Summary of Cash Flows

The following table summarizes our cash flows for the periods presented:

	Six Months Ended
	June 30, 2019			June 30, 2018
	(In thousands)
Net cash provided by operating activities	$	21,829		$	26,607
Net cash used in investing activities		(3,606	)		(1,397	)
Net cash provided by (used in) financing activities		3,893			(59,408	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	22,116		$	(34,198	)

Cash Flows from Operating Activities

During the six months ended June 30, 2019, cash provided by operating activities was $21.8 million, which consisted of a net loss of $17.6 million, adjusted by non-cash charges of $21.7 million and a net change of $17.7 million in our net operating assets and liabilities. The non-cash charges are primarily comprised of depreciation and amortization of $6.9 million, amortization of debt issuance costs of $0.1 million, amortization of contract acquisition costs of $4.7 million, bad debt expense of $0.1 million, stock-based compensation of $9.6 million and net change in operating leases of $0.4 million. The change in our net operating assets and liabilities was $17.7 million as a result of a decrease in accounts receivable due to the timing of receipts of payments from customers and an increase in deferred revenue due to the timing of billings and cash received in advance of revenue recognition primarily for subscription and support services, partially offset by an increase in prepayments and other assets, a decrease in accounts payable due to timing of cash disbursements, a decrease in accrued expenses and other liabilities due primarily to accrual of additional commissions and bonuses and a decrease in income taxes payable.

During the six months ended June 30, 2018, cash provided by operating activities was $26.6 million, which consisted of a net loss of $3.3 million, adjusted by non-cash charges of $19.8 million and a net change of $10.1 million in our net operating assets and liabilities. The non-cash charges are primarily comprised of depreciation and amortization of $5.3 million, amortization of debt issuance costs of $0.2 million, amortization of contract acquisition costs of $3.4 million, losses on modification and subsequent extinguishment of debt of $1.5 million, bad debt expense of $0.2 million, and stock-based compensation of $9.3 million. The change in our net operating assets and liabilities was $10.1 million as a result of a decrease in accounts receivable due to the timing of receipts of payments from customers, an increase in accounts payable due to timing of cash disbursements and an increase in deferred revenue due to the timing of billings and cash received in advance of revenue recognition primarily for subscription and support services, partially offset by an increase in prepayments and other assets, a decrease in accrued expenses and other liabilities due primarily to accrual of additional commissions and bonuses and a decrease in income taxes payable.

Cash Flows from Investing Activities

During the six months ended June 30, 2019, cash used in investing activities was $3.6 million, consisting primarily of purchases of property and equipment.

During the six months ended June 30, 2018, cash used in investing activities was $1.4 million, consisting primarily of purchases of property and equipment.

Cash Flows from Financing Activities

During the six months ended June 30, 2019, cash provided by financing activities was $3.9 million, consisting of $1.8 million of proceeds from exercise of stock options and $2.9 million of proceeds from issuance of equity related to shares issued pursuant to our Employee Stock Purchase Plan, partially offset by debt issuance costs of $0.8 million associated with the new Credit Agreement.

During the six months ended June 30, 2018, cash used in financing activities was $59.4 million consisting of $60.0 million in repayment of debt and $0.3 million in prepayment penalties partially offset by $0.9 million of proceeds from exercise of stock options.

Off-Balance Sheet Arrangements

As of June 30, 2019, 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.

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Contractual Obligations and Commitments

There have been no material changes in our contractual obligations and commitments, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018. See Note 5 “Commitments and Contingencies” in our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for disclosure of a table of our future minimum lease payments as of June 30, 2019.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. 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.

We believe that the accounting policies associated with revenue recognition, stock-based compensation and income taxes are the most significant areas involving management's judgments and estimates. Therefore, these are considered to be our critical accounting policies and estimates. There have been no material changes to these estimates or the policies related to them during the three and six months ended June 30, 2019. For a full discussion of these estimates and policies, see “Critical Accounting Policies and Estimates” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report.

Recent Accounting Pronouncements

See Note 2 “Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in Part I, Item 1 included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial condition, and cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For a description of market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of the Annual Report. Our exposure to market risks has not changed materially from the exposure described in the Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) should be designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and principal financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer (CEO) (our principal executive officer) and the Chief Financial Officer (CFO) (our principal financial officer), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to the material weaknesses in internal control over financial reporting, described below.

As previously reported in our Annual Report, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2018 based on those criteria. Based upon our management’s evaluation, we identified the following material weaknesses as of December 31, 2018, in the Company’s internal control over financial reporting:

We determined that we did not maintain adequate controls over the accounting and reporting for certain complex, non-routine transactions affecting the adoption of new accounting standards and equity compensation

Certain internal controls related to the recording and processing of revenue transactions are not designed or operating at a precise enough level to prevent or detect errors and insufficient documentation exists to support the operating effectiveness of these controls.

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Notwithstanding the identified material weaknesses, management believes the unaudited condensed consolidated financial statements as included in Item 1 of this Quarterly Report fairly represent, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles in the United States. There were no changes to previously released financial results.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) of the Exchange Act) during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We implemented internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new accounting standards related to leases on our financial statements to facilitate their adoption on January 1, 2019. There were no significant changes to our internal control over financial reporting due to the adoption of the new standards.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to, nor is our property currently subject to, any material legal proceedings. We are not aware of any governmental inquiries or investigations into our business.

Item 1A. Risk Factors

There have been no material changes to risk factors. For a description of risk factors, see Item 1A “Risk Factors” in the Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 16, 2017, the Registration Statement on Form S-1 (File No. 333-221036) relating to our initial public offering was declared effective by the SEC and we priced our initial public offering. Pursuant to the Registration Statement, we registered an aggregate of 23,000,000 shares of our common stock, of which 15,800,000 shares were sold by us and 7,200,000 shares were sold by certain selling stockholders named therein at a price to the public of $12.00 per share (for an aggregate offering price of $276.0 million). We received net proceeds of approximately $172.0 million, after deducting underwriting discounts and commissions of approximately $13.3 million and offering-related expenses of $4.4 million. No payments were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities or any affiliates. Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Jefferies LLC and RBC Capital Markets, LLC acted as book-running managers and KeyBanc Capital Markets Inc., Canaccord Genuity Inc. and Oppenheimer & Co. Inc. acted as co-managers (collectively, the “Underwriters”) for our initial public offering.

Our initial public offering closed in November 2017. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus dated November 16, 2017 and filed with the SEC on November 17, 2017 pursuant to Rule 424(b) of the Securities Act. As of June 30, 2019, we have used $160.0 million of the proceeds from our initial public offering to repay borrowings under our previous term loan facility and approximately $1.8 million of such proceeds to pay a related prepayment premium. As of June 30, 2019, the remaining net proceeds are held in cash and have not been deployed.

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Item 6. Exhibits

Exhibit Index

Exhibit Number		Description

3.1		Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-38297)).

3.2		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-38297)).

10.1+*		Amendment No. 1 to Amended and Restated Senior Management and Restricted Stock Agreement, dated as of April 2, 2019, among the Company, SailPoint Technologies, Inc. and Mark McClain.

10.2+*		Separation Agreement, dated as of April 19, 2019, between SailPoint Technologies, Inc. and Howard Greenfield.

10.3+*		Offer Letter, dated May 3, 2019, by and between SailPoint Technologies, Inc. and Jason Ream.

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		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*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

*	Filed herewith.

**	Furnished herewith (such certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference).

+	Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	SailPoint Technologies Holdings, Inc.,

Date: August 6, 2019	By:	/s/ Mark McClain
		Mark McClain
		Chief Executive Officer and Director (Principal Executive Officer)


Date: August 6, 2019	By:	/s/ Jason Ream
		Jason Ream
		Chief Financial Officer (Principal Financial Officer)

Exhibit 10.1

Amendment No. 1 to Amended and Restated
Senior Management and Restricted Stock Agreement

This Amendment No. 1 (“Amendment”) to the Amended and Restated Senior Management and Restricted Stock Agreement by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (“Parent”), SailPoint Technologies, Inc., a Delaware corporation (the “Company”), and Mark McClain, an individual (the “Executive”), dated as of November 5, 2017 (the “Agreement”) is entered into by and between the Company and the Executive effective as of April 2, 2019.

Recitals.

WHEREAS, the parties have entered into the Agreement;

WHEREAS, the Parent has adopted that certain Severance Pay Plan (the “Severance Pay Plan” and the Executive is eligible to participate in the Severance Pay Plan;

WHEREAS, the Company and the Executive desire to amend the Agreement in accordance with Section 13(k) of the Agreement to remove the terms of the Agreement that conflict with or are duplicative of the Severance Pay Plan.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as follows:

Agreement.

Amendment.

Sections 5(f)(ii), 5(f)(iii) and 5(f)(iv) of the Agreement are hereby deleted in their entirety.

The definitions of “Cause,” “Good Reason,” and “Good Reason Process” in the Agreement are hereby deleted in their entirety.

Miscellaneous.

Counterparts. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Signed counterparts of this Amendment may be delivered by facsimile and by scanned pdf image.

Descriptive Headings; Interpretation. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.

Choice of Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

Severability of Provisions. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Amendment.

Effect of the Amendment. Except as amended by this Amendment, all other terms of the Agreement shall continue in full force and effect and remain unchanged and are hereby confirmed in all respects by each party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

COMPANY:

SAILPOINT TECHNOLOGIES, INC.



By:		/s/ James C. McMartin
Name:		James C. McMartin
Title:		Chief Financial Officer



EXECUTIVE:

/s/ Mark D. McClain
Mark D. McClain

Amendment No. 1 to Amended and Restated
Senior Management and Restricted Stock Agreement

Exhibit 10.2

SEPARATION AGREEMENT

This Separation Agreement is entered into between SailPoint Technologies, Inc., a Delaware corporation, together with its parent and affiliated companies (collectively referred to herein as “Company”) and Howard Greenfield (“Employee”). In consideration of the mutual promises set forth below, Company and Employee agree as follows:

1.End of Employment. Employee’s employment as Chief Revenue Officer will end effective July 31, 2019 (“Separation Date”). The period from the Effective Date of this Agreement through the Separartion Date is referred to herein as the “Transition Period.” During the Transition Period, Employee will serve as Chief Revenue Officer and will continue to receive Employee’s base salary (at the current rate of $350,000 annualized, or $29,166.67 per month) and be eligible to participate in the 2019 SailPoint Commission Plan currently in effect. On the Separation Date, Employee will be deemed to have resigned as an officer of the Company. Employee’s coverage under the Company’s directors’ and officers’ liability insurance coverage, as well as the provisions of the Company’s bylaws, as amended, which provide for indemnification of Company officers to the fullest extent permitted by law, which be the same during the Transition Period as they were prior to signing this Separation Agreement. Employee’s employment at all times remains at-will, and Employee is expected to perform Employee’s duties through the date on which Employee’s employment ends.

2.Separation. In addition to the compensation provided in Section 1 above, provided Employee: (i) is not terminated by Company for Cause (as defined herein) or voluntraily resigns his employment prior to the Separation Date; (ii) signs and returns this Agreement within the period set forth in Section 19; and (iii) does not revoke this Employee’s acceptance of this Agreement within the seven day period described in Section 20, then:

(a)

Company will issue a check to Employee in the gross amount of $1,100,000 (less deductions for income tax, F.I.C.A. and other taxes and deductions applicable to wage payments), which check will be issued at the time of Company’s regular end-of-month payroll for August 2019;

(b)

Company will reimburse Employee for the premium for six months of Employee’s continuation insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA). Whether or not to elect continuation coverage is Employee’s choice, and, if continuation coverage is desired, it is Employee’s sole responsibility to elect such coverage and to transmit payment to the insurer(s) of the full premium(s). Employee must submit satisfactory evidence of payment of the COBRA premium to Company in order be reimbursed;

(c)

Company will transfer ownership of Employee’s Company-issued laptop to Employee (after Company’s IT department follows any termination processsing protocols); and

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(d)

Company will reimburse Employee in an amount not to exceed $5,000 for reaonable attorney’s fees and expenses incured by Employee in the negotiation of this Agreement.

Employee acknowledges and agrees the opportunity to receive the foregoing is more than Employee is otherwise legally entitled to receive and constitutes good and valuable consideration. Employee further acknowledges and agrees that if Employee is not employed on July 31, 2019 due to a termination by either Company for Cause or by Employee’s voluntary resignation,or Employee otherwise fails to satisfy any of the conditions set forth above, Employee will not receive the consideration described in Section 2(a) or (b) above, but the remainder of this Agreement will remain in full force and effect.

For purposes of this Agreement, “Cause” shall mean: (i) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Employee that has the effect of either creating a substantial gain or personal enrichment of Employee or a substantial expense or loss to the Company; (ii) Employee’s violation of a federal or state law or regulation applicable to the Company’s business, which violation was or is reasonably likely to be materially injurious to the Company; (iii) Employee’s habitial gross neglence in the performance of Employee’s job duties; or (iv) Employee’s commission of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state or any crime of dishonesty or moral turpitude.

3.Benefits. Except as provided in Section 2(b) above, Employee’s eligibility for Company-sponsored benefits will terminate and otherwise be controlled by the terms of the plans governing those benefits.

4.Complete Release. Employee hereby releases Company, along with the employees, partners, agents, directors, officers, contractors, and attorneys of any of them, (the “Releasees”) from any and all claims or demands, whether known or unknown, and whether asserted on an individual or a class or collective basis, which Employee may have or claim to have against any of them. This complete release of all claims includes but is not limited to a complete release of any claims (including claims for attorneys’ fees) Employee may have or claim to have based on Employee’s employment with Company or the termination of that employment, as well as any claims arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (including negligence by Company or anyone else), any claim to equity, stock, stock options, stock units, or other ownership interest in Company, and any federal, state or other governmental statute, regulation or ordinance relating to employment, employment discrimination, or the payment of wages or benefits including, without limitation, those relating to qui tam, employment discrimination, termination of employment, payment of wages or provision of benefits, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act as amended, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act. Employee represents Employee has not assigned to any other person any such claims and that Employee has the full right to grant this release. Notwithstanding the foregoing, Employee is not waiving any claims that may arise under the Age Discrimination in Employment Act after this Agreement is

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executed or any future claims based on Company’s obligations under this Agreement. This Release does not apply to any rights to indemnification to which Employee may be entitled as an employee or officer of the Company prior to the Effective Date.

The Company, on behalf of itself and its predecessors, successors, affiliated entities, parents, subsidiaries, or assigns hereby waives, releases, and forever discharges Employee from all claims and rights that the Company has against Employee, whether known or unknown, existing as of the date Company signs this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to release Employee from claims arising from any acts or omissions by the Employee during Employee’s employment with the Company involving fraud or embezzlement.

5.Warranties. Apart from the payment described in Section 2, Employee warrants and agrees Company has paid Employee all wages, forms of compensation, and other monies due to Employee as of the date of Employee’s execution of this Agreement. Employee further warrants and agrees Employee properly reported all time worked and that all forms of compensation, wages, and other monies paid to Employee by Company through the date of Employee’s execution of this Agreement have been accurately calculated, have represented the proper amounts due to Employee, and have been based on Company’s merit-based compensation system. Apart from the payment described in Section 2 and any regular hourly pay or base salary due for work performed between now and the date on which Employee’s employment ends, Employee warrants and agrees Employee is not expecting or anticipating any further payment, compensation, or remuneration of any kind from Company for any reason following the execution of this Agreement. If Employee or someone on Employee’s behalf claims any entitlement to further compensation from Company apart from the payment described in Section 2 and any hourly pay or base salary due for work performed between now and the date on which Employee’s employment ends, Employee agrees that Company is entitled to full offset of the amounts paid to Employee under this Agreement.

6.Third Party Assistance and Non-Disparagement. Employee agrees Employee will not counsel, assist, participate in, or encourage any persons in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against Company or any other Releasee. Employee further agrees Employee will not, directly or indirectly, in any individual or representative capacity, make any statement, oral or written, which could reasonably be expected to be harmful in any material respect to the reputation or goodwill of Company or any other Releasee. Employee and Company agree Employee’s compliance with a subpoena or other legally compulsive process shall not violate the terms of this paragraph; Employee agrees, however, to provide Company’s General Counsel advance written notice of any such legally compulsive process. In addition, nothing in this Agreement shall interfere with Employee’s right to file a charge with a governmental agency or to cooperate with a governmental investigation, although Employee will not be able to recover monetary damages in any suit brought by a governmental agency or otherwise, unless the waiver contained in this Agreement is held to be unenforceable and even then only to the extent it is held to be uneforceable. Employee and Company agree this Section is a material part of this Agreement and Company would not enter this Agreement without it.

7.Cooperation. Employee will be available to Company and provide Company information in connection with any claim, lawsuit, or proceeding that relates in any manner to Employee’s conduct or duties at Company or that are based in any way on facts about which

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Employee obtained personal knowledge while employed at Company. In return, Company agrees to reimburse Employee for direct and reasonable out of pocket expenses (excluding any attorney’s fees) incurred by Employee at Company’s request.

8.Review of Electronics and Return of Property and Information.

(a)

Within 24 hours of the last date of Employee’s employment, Employee will search and review all of Employee’s electronic storage devices and media, including but not limited to home and personal computers, USB storage devices, external and internal hard drives, tablets, and smartphones, and immediately return (and not retain any copy or derivation of) all information regarding Company, its customers, or any aspect of Company’s business and any information dervied therefrom.

(b)

Pending Employee’s search and review under the preceding subsection, Employee agrees Employee has otherwise returned to Company any and all documents and information relating to Company, its customers, or any other aspect of its business (and any and all copies and derivations thereof), whether stored in paper or electronic form, as well as all computer equipment, badges, credit cards, and any other Company property in Employee’s possession or control.

(c)

Employee agrees not to take any Company documents, information, or property from the control or premises of Company. If Employee should discover or otherwise come into possession of any such documents, information, or property at any time in the future, Employee agrees to return such documents, information, or property to Company immediately.

9.Confidential Agreement. Employee agrees to keep the existence and terms of this Agreement confidential. Notwithstanding the foregoing, Employee may disclose the existence of terms of this Agreement to Employee’s spouse, tax advisor, and attorney, provided Employee first secures the agreement of Employee’s spouse, tax advisor, accountant, attorney and professional advisors (as applicable) to be bound by the foregoing confidentiality obligation. A disclosure of the existence or terms of this Agreement by any person who obtained such information as a result of a disclosure by Employee shall constitute a breach of this Section by Employee. Employee and Company agree that Employee’s compliance with a subpoena or other legally compulsive process shall not violate the terms of this paragraph; Employee agrees, however, to provide Company’s General Counsel advance written notice of any such legally compulsive process. Employee and Company agree this Section is a material part of this Agreement and Company would not enter this Agreement without it.

10.Reaffirmation. Employee acknowledges and agrees Company has provided Employee with valuable confidential information relating to Company’s business, technology, plans, customers, potential customers, relationships, and personnel. Employee hereby reaffirms Employee’s obligations under that certain Employment, Proprietary Information and Inventions Assignment Agreement signed by Employee on May 15, 2014 and hereby agrees to comply with same. Employee agrees nothing in this Agreement impairs Company’s ability to seek and obtain relief for a violation of Employee’s agreements pertaining to confidentiality, nondisclosure, and noncompetition, as applicable.

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11.No Soliciation or Defamation. For a period of one year following Employee’s termination of employment with the Company, Employee will not employ, hire, or solicit to hire, either directly or indirectly, any of Company’s current employees, and will not solicit, encourage or otherwise assist, either directly or indirectly, any of the Company’s current employees to leave the employ of the Company. Additionally, Employee agrees not to make any false statements, written or verbal, or cause or encourage others to make any false statements, written or verbal, that defame, disparage, or in any way criticize the personal or business reputation, practices, or conduct of the Company, its employees, directors, officers and affiliates. Employee acknowledges and agrees that this prohibition extends to false statements, written or verbal, made to anyone, including but not limited to the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and customers. The Company and Employee will develop an internal and external communication plan to convey Employee’s separation of employment with language mutually agreeable to Companmy and Employee.

12.No Wrongdoing. By entering into this Agreement, neither party is indicating they have done anything wrong.

13.Binding Agreement. This Agreement will be binding upon Employee and Company and their respective heirs, administrators, trustees, representatives, executors, successors, and assigns.

14.Entirety, Execution, and Modification. This is the entire agreement between the Employee and Company and supersedes all prior agreements and contemporaneous between them, except for Employee’s agreements pertaining to confidentiality, nondisclosure, and noncompetition, as applicable, which shall remain in effect. In executing this Agreement, Employee is not relying on any representations or promises not explicitly contained in this Agreement. This Agreement may be executed in multiple parts. Once executed, this Agreement may not be modified except in a writing signed by Employee and by Company’s General Counsel. No one other than Company’s General Counsel has the authority to modify this Agreement or enter into a new Agreement regarding the subject matter of this Agreement.

15.Choice of Law and Exclusive Venue. This Separation Agreement will be construed in accordance with and governed by the laws of the State of Texas. Employee and Company agree the exclusive venue for resolving any dispute between them, including but not limited to any dispute arising out of or related to this Agreement, shall be the state and federal courts located in Travis County, Texas, and Employee consents to the jurisdiction of the federal and state courts located in Travis County, Texas. Employee further acknowledges and agrees that many of the witnesses and records that would be relevant to any dispute between the parties are located in Travis County, Texas, and that Travis County, Texas, would not be an inconvenient forum for the resolution of any dispute between the parties. Employee hereby waives any objection to Travis County, Texas, as a forum and venue for the hearing of any dispute between Employee and Company, including but not limited to any objection based on convenience.

16.Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the offending term or provision shall be reformed so as to make it enforceable. If the offending term or provision cannot be reformed so

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as to be rendered enforceable, the offending term or provision shall be severed. In any event, all other terms or provisions shall remain valid and enforceable and shall not be adversely affected in any way.

17.Jury Waiver. COMPANY AND EMPLOYEE WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN COMPANY AND EMPLOYEE, INCLUDING ANY ACTION OR PROCEEDING ARISING OUT OF, UNDER, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY OF ITS PROVISIONS, OR ANY OF THE CLAIMS PURPORTED TO BE RELEASED BY THIS AGREEMENT. EMPLOYEE AND COMPANY UNDERSTAND THAT ANY CLAIM BETWEEN THEM WILL BE DECIDED BY A JUDGE RATHER THAN A JURY AS A RESULT OF THIS AGREEMENT.

18.Taxation. Company is not providing Employee any advice regarding the tax consequences of this Agreement. Company will withhold from the payments to Employee in accordance with Company’s obligation to do so, but Employee is responsible for determining Employee’s reporting and payment obligations, if any, resulting from this Agreement and agrees to indemnify, defend, and hold Company harmless from any claims, demands, penalties, interest, assessments, executions, judgments, or recoveries by any government agency resulting from a failure by Employee to comply with Employee’s reporting or payment obligations, if any, resulting from this Agreement.

19.Review. Employee has 21 days from the date this Agreement was first presented to Employee in which to review and consider this Agreement before signing it. If Employee does not accept this Agreement within this review period, this offer will automatically expire. Employee understands Employee may use as much or as little of this review period as Employee wishes. Employee is encouraged to consult an attorney before signing this Agreement. Employee agrees any changes Employee and Company agree to make to this Agreement, whether material or not, do not restart or extend this review period. By executing this Agreement, Employee agrees Employee was afforded a period of at least 21 days from the date this Agreement was first presented to Employee in which to review and consider it.

20.Revocation. If Employee decides to accept and sign this Separation Agreement, Employee will have seven (7) days in which to revoke Employee’s acceptance. Employee understands any such revocation will not be effective unless Employee delivers a written notice of such revocation to Company, c/o Chris Schmitt, 11120 Four Points Drive, Suite 100, Austin, Texas 78726, prior to the expiration of seven days after Employee signs this Agreement. Employee understands this Agreement will not become effective or enforceable until the seven days have elapsed without Employee having revoked Employee’s acceptance of this Separation Agreement (such seventh day shall be the “Effective Date”).

[Signature Page Follows.]

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Accepted and Agreed:

	SailPoint Technologies


	/s/ Cam McMartin
	Cam McMartin
	Chief Financial Officer

	4/19/2019
	Date

I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, I UNDERSTAND ALL OF ITS TERMS, I UNDERSTAND IT CONTAINS A COMPLETE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, AND I AM ENTERING IT VOLUNTARILY.

	/s/ Howard Greenfield
	Howard Greenfield

	4/19/2019
	Date

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Exhibit 10.3

May 3, 2019

Jason Ream

1907 McCall

Austin, Texas 78703

Dear Jason:

I am excited about the prospect of you joining SailPoint Technologies, Inc. (“SailPoint”). Your skills and abilities will be a great addition to the team and I look forward to working with you. This letter confirms the details of SailPoint’s offer of employment, subject to the approval of the Board of Directors, with an anticipated start date of June 10, 2019.

Compensation. Your annual base salary will be $350,000; paid semi-monthly (on the 15th and last day of each month) consistent with our standard payroll procedures and reduced by payroll deductions and all required withholdings.

You will also be eligible for a bonus of up to 60% of your annual salary based on achievement of corporate goals as set forth by the SailPoint Board of Directors Compensation Committee and subject to the terms and conditions of our corporate bonus plan.

Equity Awards. Subject to approval by SailPoint’s Board of Directors, you will be granted

(i)

an award of restricted stock units (“RSUs”) with a value of $1,250,000, determined based on the 30 trading day average closing price of SailPoint Common Stock on the date the Board approves the grant of the RSUs. The RSUs represent the right to receive shares of SailPoint Common Stock and will vest and be settled in four annual 25% installments beginning May 20, 2020.

(ii)

(ii) an option to purchase a number of shares of SailPoint Common Stock determined by dividing $1,250,000 by 30 trading day average closing price of SailPoint Common Stock on the date the Board approves the award, multiplied by two. Your stock option will have an exercise price equal to the closing price of SailPoint Common Stock on the date the Board approves the award. The stock options will vest 25% on the first anniversary of the date of grant and then 1/48th on each monthly anniversary of the date of grant thereafter.

All vesting of RSUs and options is contingent upon your continued employment with SailPoint. The RSUs and options are subject to the terms and conditions of the SailPoint’s 2017 Long Term Incentive Plan and the award agreements evidencing such awards.

Executive Severance. So long as you are currently serving in the capacity of the Chief Financial Officer (or other similarly senior executive position), you will be eligible for participation in the Severance Pay Plan, subject to the approval of both the Chief Executive Officer and the Compensation Committee and pursuant to the terms and conditions of the plan.

SailPoint Technologies, Inc. | www.sailpoint.com

11120 Four Points Drive | Austin, Texas 78726 | T 512.346.2000

Benefits. You will be eligible to participate in a comprehensive package of employee benefits, which includes medical, dental, vision, group life insurance and a 401(k) plan. Details of these and other benefit options will be provided to you at the New Hire Orientation session, scheduled for your first day.

Work Authorization. In compliance with Federal Immigration law, this offer of employment is contingent upon your ability to provide proof of eligibility and right to work in the United States. This documentation must be provided within 3 business days of the effective date of your employment.

Background Check. As a condition of accepting this offer of employment, you may be required to submit to a background screening. Unsatisfactory results from, refusal to cooperate with, or any attempt to affect the results of this check may result in termination of employment.

Employment, Proprietary Information, and Invention Assignment Agreement. As a condition of accepting this offer of employment, you will be required to complete, sign and return SailPoint Employment, Proprietary Information, and Invention Assignment Agreement.

General. This offer letter, the Employment, Confidential Information and Invention Assignment Agreement, when signed by you, set forth the terms of your employment with SailPoint and supersedes all prior terms or discussions. This letter agreement can only be amended in writing, signed by you and an authorized officer of SailPoint.

Your employment with SailPoint is at will and may be terminated by you or by SailPoint at any time and for any reason, with or without cause. No statement on this letter, any SailPoint booklet, brochure, guideline, manual, policy or plan should be construed as creating an employment contract for any specific duration.

If these terms are agreeable, please indicate your acceptance by signing this letter in the space provided below and returning it to me, along with your completed and signed Employee, Proprietary Information, and Invention Assignment Agreement.

Jason, we look forward to welcoming you onto the SailPoint team. We are committed to continuing to build a great company. With your help, I am confident we will succeed.

Sincerely,

Mark McClain

CEO & FounderAGREED AND ACCEPTED:

/s/ Jason Ream

Jason Ream

5/6/2019

Date

SailPoint Technologies, Inc. | www.sailpoint.com

11120 Four Points Drive | Austin, Texas 78726 | T 512.346.2000

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark McClain, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 of SailPoint Technologies Holdings, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 6, 2019	By:	/s/ Mark McClain
		Mark McClain
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Ream, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 of SailPoint Technologies Holdings, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 6, 2019	By:	/s/ Jason Ream
		Jason Ream
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 of SailPoint Technologies Holdings, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark McClain, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: August 6, 2019	By:	/s/ Mark McClain
		Mark McClain
		Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 of SailPoint Technologies Holdings, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Ream, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: August 6, 2019	By:	/s/ Jason Ream
		Jason Ream
		Chief Financial Officer (Principal Financial Officer)