SolarWinds Corp (Form: 10-Q, Received: 05/08/2020 16:08:35)

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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 March 31, 2020



☐	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: 001-38711

SolarWinds Corporation

(Exact name of registrant as specified in its charter)



Delaware		81-0753267
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7171 Southwest Parkway

Building 400

Austin, Texas 78735

(512) 682.9300

(Address and telephone number of principal executive offices)

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



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

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

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

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



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

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

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

On May 4, 2020, 311,814,278 shares of common stock, par value $0.001 per share, were outstanding.

SOLARWINDS CORPORATION

Table of Contents



PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	4
	Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2020 and 2019	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three month periods ended March 31, 2020 and 2019	6
	Condensed Consolidated Statements of Stockholders' Equity for the three month periods ended March 31, 2020 and 2019	7
	Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2020 and 2019	8
	Notes to the Condensed Consolidated Financial Statements	9
	1. Organization and Nature of Operations
	2. Summary of Significant Accounting Policies
	3. Goodwill
	4. Fair Value Measurements
	5. Debt
	6. Earnings Per Share
	7. Income Taxes
	8. Commitment and Contingencies
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures of Market Risk	25
Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	29
	Signatures	30
	Certifications

Safe Harbor Cautionary Statement

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such statements may be signified by terms such as “aim,” “anticipate,” “believe,” “continue,” “expect,” “feel,” “intend,” “estimate,” “seek,” “plan,” “may,” “can,” “could,” “should,” “will,” “would” or similar expressions and the negatives of those terms. In this report, forward-looking statements include statements regarding our financial projections, future financial performance and plans and objectives for future operations including, without limitation, the following:


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


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


•	expectations concerning acquisitions and opportunities resulting from our acquisitions;


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


•	intentions regarding our international earnings;


•	expectations regarding our capital expenditures;


•	expectations regarding the impact of the COVID-19 pandemic on our business, results of operations and financial condition; and


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

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


•	the possibility that the global COVID-19 pandemic may adversely affect our business, results of operations and financial condition or the impact of the COVID-19 pandemic on the global economy or on the business operations and financial conditions of our customers, their end-customers and our prospective customers;


•	the inability to sell products to new customers or to sell additional products or upgrades to our existing customers;


•	any decline in our renewal or net retention rates;


•	the possibility that general economic conditions or uncertainty cause information technology spending to be reduced or purchasing decisions to be delayed, including as a result of the COVID-19 pandemic;


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


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


•	risks associated with our international operations;


•	our status as a controlled company;


•	the timing and success of new product introductions and product upgrades by SolarWinds or its competitors;


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


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


•	such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Form 10-K for the year ended December 31, 2019.

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

In this report “SolarWinds,” “Company,” “we,” “us” and “our” refer to SolarWinds Corporation and its consolidated subsidiaries.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

SolarWinds Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share and per share information)

(Unaudited)



	March 31,			December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	236,955		$	173,372
Accounts receivable, net of allowances of $5,358 and $3,171 as of March 31, 2020 and December 31, 2019, respectively	121,709			121,930
Income tax receivable	1,633			1,117
Prepaid and other current assets	25,420			23,480
Total current assets	385,717			319,899
Property and equipment, net	41,554			38,945
Operating lease assets	90,181			89,825
Deferred taxes	4,316			4,533
Goodwill	4,033,807			4,058,198
Intangible assets, net	704,099			771,513
Other assets, net	29,354			27,829
Total assets	$	5,289,028		$	5,310,742
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	10,765		$	13,796
Accrued liabilities and other	39,687			47,035
Current operating lease liabilities	13,226			14,093
Accrued interest payable	203			248
Income taxes payable	18,375			15,714
Current portion of deferred revenue	323,168			312,227
Current debt obligation	19,900			19,900
Total current liabilities	425,324			423,013
Long-term liabilities:
Deferred revenue, net of current portion	32,384			31,173
Non-current deferred taxes	89,237			97,884
Non-current operating lease liabilities	95,279			93,084
Other long-term liabilities	123,721			122,660
Long-term debt, net of current portion	1,890,719			1,893,406
Total liabilities	2,656,664			2,661,220
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.001 par value: 1,000,000,000 shares authorized and 309,890,505 and 308,290,310 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	310			308
Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	—			—
Additional paid-in capital	3,054,734			3,041,880
Accumulated other comprehensive income (loss)	(35,676		)	(5,247		)
Accumulated deficit	(387,004		)	(387,419		)
Total stockholders’ equity	2,632,364			2,649,522
Total liabilities and stockholders’ equity	$	5,289,028		$	5,310,742

The accompanying notes are an integral part of these condensed consolidated financial statements.

SolarWinds Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share information)

(Unaudited)



	Three Months Ended March 31,
	2020			2019
Revenue:
Subscription	$	93,635		$	71,565
Maintenance	116,349			106,292
Total recurring revenue	209,984			177,857
License	36,966			37,935
Total revenue	246,950			215,792
Cost of revenue:
Cost of recurring revenue	22,501			18,159
Amortization of acquired technologies	44,492			43,817
Total cost of revenue	66,993			61,976
Gross profit	179,957			153,816
Operating expenses:
Sales and marketing	72,378			60,595
Research and development	31,845			25,188
General and administrative	29,755			21,736
Amortization of acquired intangibles	18,296			16,502
Total operating expenses	152,274			124,021
Operating income	27,683			29,795
Other income (expense):
Interest expense, net	(24,095		)	(27,382		)
Other income (expense), net	(758		)	1,297
Total other income (expense)	(24,853		)	(26,085		)
Income before income taxes	2,830			3,710
Income tax expense	2,415			565
Net income	$	415		$	3,145
Net income available to common stockholders	$	412		$	3,103
Net income available to common stockholders per share:
Basic earnings per share	$	—		$	0.01
Diluted earnings per share	$	—		$	0.01
Weighted-average shares used to compute net income available to common stockholders per share:
Shares used in computation of basic earnings per share	308,937			305,653
Shares used in computation of diluted earnings per share	312,865			309,783

The accompanying notes are an integral part of these condensed consolidated financial statements.

SolarWinds Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)



	Three Months Ended March 31,
	2020			2019
Net income	$	415		$	3,145
Other comprehensive income (loss):
Foreign currency translation adjustment	(30,429		)	(27,708		)
Other comprehensive income (loss)	(30,429		)	(27,708		)
Comprehensive income (loss)	$	(30,014	)	$	(24,563	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SolarWinds Corporation

Condensed Consolidated Statements of Stockholders' Equity

(In thousands)

(Unaudited)



	Three Months Ended March 31, 2020
	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance at December 31, 2019	308,290	$	308	$	3,041,880		$	(5,247	)	$	(387,419	)	$	2,649,522
Foreign currency translation adjustment	—	—		—			(30,429		)	—			(30,429		)
Net income	—	—		—			—			415			415
Comprehensive loss													(30,014		)
Exercise of stock options	59	—		51			—			—			51
Restricted stock units issued, net of shares withheld for taxes	276	—		(1,548		)	—			—			(1,548		)
Issuance of stock	1,105	2		627			—			—			629
Issuance of stock under employee stock purchase plan	161	—		2,357			—			—			2,357
Stock-based compensation	—	—		11,367			—			—			11,367
Balance at March 31, 2020	309,891	$	310	$	3,054,734		$	(35,676	)	$	(387,004	)	$	2,632,364



	Three Months Ended March 31, 2019
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance at December 31, 2018	304,942	$	305	$	3,011,080	$	17,043		$	(412,328	)	$	2,616,100
Foreign currency translation adjustment	—	—		—		(27,708		)	—			(27,708		)
Net income	—	—		—		—			3,145			3,145
Comprehensive loss												(24,563		)
Exercise of stock options	47	—		36		—			—			36
Issuance of stock	1,416	1		748		—			—			749
Stock-based compensation	—	—		7,788		—			—			7,788
Cumulative effect adjustment of adoption of revenue recognition accounting standard	—	—		—		—			6,267			6,267
Balance at March 31, 2019	306,405	$	306	$	3,019,652	$	(10,665	)	$	(402,916	)	$	2,606,377

The accompanying notes are an integral part of these condensed consolidated financial statements.

SolarWinds Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities
Net income	$	415		$	3,145
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	67,768			64,463
Provision for losses on accounts receivable	3,014			514
Stock-based compensation expense	11,268			7,718
Amortization of debt issuance costs	2,288			2,286
Deferred taxes	(8,744		)	(11,283		)
(Gain) loss on foreign currency exchange rates	983			(1,308		)
Other non-cash expenses (benefits)	(190		)	(687		)
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable	(4,084		)	(10,568		)
Income taxes receivable	(583		)	(250		)
Prepaid and other assets	(4,092		)	(4,326		)
Accounts payable	(3,047		)	479
Accrued liabilities and other	(5,800		)	(10,798		)
Accrued interest payable	(45		)	573
Income taxes payable	4,566			2,546
Deferred revenue	14,739			20,054
Other long-term liabilities	(85		)	805
Net cash provided by operating activities	78,371			63,363
Cash flows from investing activities
Purchases of property and equipment	(6,536		)	(4,570		)
Purchases of intangible assets	(1,694		)	(1,240		)
Other investing activities	—			235
Net cash used in investing activities	(8,230		)	(5,575		)
Cash flows from financing activities
Proceeds from issuance of common stock under employee stock purchase plan	2,357			—
Repurchase of common stock and incentive restricted stock	(1,571		)	(8		)
Exercise of stock options	51			36
Repayments of borrowings from credit agreement	(4,975		)	(4,975		)
Net cash used in financing activities	(4,138		)	(4,947		)
Effect of exchange rate changes on cash and cash equivalents	(2,420		)	(996		)
Net increase in cash and cash equivalents	63,583			51,845
Cash and cash equivalents
Beginning of period	173,372			382,620
End of period	$	236,955		$	434,465

Supplemental disclosure of cash flow information
Cash paid for interest	$	21,972		$	25,423
Cash paid for income taxes	$	6,035		$	8,635

The accompanying notes are an integral part of these condensed consolidated financial statements.

SolarWinds Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization and Nature of Operations

SolarWinds Corporation, a Delaware corporation, and its subsidiaries (“Company”, “we,” “us” and “our”) is a leading provider of information technology, or IT, infrastructure management software. Our products give organizations worldwide, regardless of type, size or IT infrastructure complexity, the power to monitor and manage the performance of their IT environments, whether on-premise, in the cloud, or in hybrid infrastructure models. Our approach, which we refer to as the SolarWinds Model, combines powerful, scalable, affordable, easy to use products with high-velocity, low-touch sales. We’ve built our business to enable the technology professionals who use our products to manage “all things IT.” Our range of customers has expanded over time to include network and systems engineers, database administrators, storage administrators, DevOps and service desk professionals, as well as managed service providers, or MSPs. Our SolarWinds Model enables us to sell our products for use in organizations ranging in size from very small businesses to large enterprises.

2. Summary of Significant Accounting Policies

We prepared our interim condensed consolidated financial statements in conformity with United States of America generally accepted accounting principles, or GAAP, and the reporting regulations of the Securities and Exchange Commission, or the SEC. They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements include the accounts of SolarWinds Corporation and the accounts of its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions.

The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The impact from the rapidly changing market and economic conditions due to the coronavirus disease 2019, or COVID-19, pandemic on our business, results of operations and financial condition is uncertain. We have made estimates of the impact of the COVID-19 pandemic within our financial statements as of and for the three months ended March 31, 2020 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets, valuation allowances for tax assets and revenue recognition and may change in future periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include:


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


•	revenue recognition;


•	stock-based compensation; and


•	income taxes.

Recently Adopted Accounting Pronouncements

On January 1, 2020 we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ("ASC") No. 2017-04 "Intangibles-Goodwill and Other," or ASC 350, which simplifies the accounting for goodwill impairment. The new guidance removes step two of the two-step quantitative goodwill impairment test, which requires a hypothetical purchase price allocation. The standard did not have a material impact on our condensed consolidated financial statements for the three months ended March 31, 2020.

Fair Value Measurements

We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis.

SolarWinds Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us.

Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1.

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

See Note 4. Fair Value Measurements for a summary of our financial instruments accounted for at fair value on a recurring basis. The carrying amounts reported in our consolidated balance sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity.

Accumulated Other Comprehensive Income (Loss)

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



	Foreign Currency Translation Adjustments			Accumulated Other Comprehensive Income (Loss)

	(in thousands)
Balance at December 31, 2019	$	(5,247	)	$	(5,247	)
Other comprehensive gain (loss) before reclassification	(30,429		)	(30,429		)
Amount reclassified from accumulated other comprehensive income (loss)	—			—
Net current period other comprehensive income (loss)	(30,429		)	(30,429		)
Balance at March 31, 2020	$	(35,676	)	$	(35,676	)

Deferred Revenue

Details of our total deferred revenue balance was as follows:



	Total Deferred Revenue

	(in thousands)
Balance at December 31, 2019	$	343,400
Deferred revenue recognized	(120,363		)
Additional amounts deferred	132,515
Balance at March 31, 2020	$	355,552

We expect to recognize revenue related to remaining performance obligations as follows:



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

	(in thousands)
Expected recognition of deferred revenue	$	355,552	$	323,168	$	31,669	$	715

SolarWinds Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Deferred Commissions

Details of our deferred commissions balance was as follows:



			(in thousands)
Balance at December 31, 2019			$	10,624
Commissions capitalized			1,957
Amortization recognized			(821		)
Balance at March 31, 2020			$	11,760

	March 31,		December 31,
	2020		2019

Classified as:	(in thousands)
Current	$	2,883	$	2,543
Non-current	8,877		8,081
Total deferred commissions	$	11,760	$	10,624

Cost of Revenue

Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our licensed products and subscription products as follows:



	Three Months Ended March 31,
	2020		2019

	(in thousands)
Amortization of acquired license technologies	$	35,572	$	35,837
Amortization of acquired subscription technologies	8,920		7,980
Total amortization of acquired technologies	$	44,492	$	43,817

3. Goodwill

The following table reflects the changes in goodwill for the three months ended March 31, 2020:



	(in thousands)
Balance at December 31, 2019	$	4,058,198
Foreign currency translation and other adjustments	(24,391		)
Balance at March 31, 2020	$	4,033,807

4. Fair Value Measurements

The following table summarizes the fair value of our financial assets that were measured on a recurring basis as of March 31, 2020 and December 31, 2019. There have been no transfers between fair value measurement levels during the three months ended March 31, 2020.



	Fair Value Measurements at March 31, 2020 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

	(in thousands)
Money market funds	$	110,000	$	—	$	—	$	110,000
Trading security	—		—		5,087		5,087
Total assets	$	110,000	$	—	$	5,087	$	115,087

SolarWinds Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)



	Fair Value Measurements at December 31, 2019 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

	(in thousands)
Money market funds	$	4,559	$	—	$	—	$	4,559
Trading security	—		—		5,000		5,000
Total assets	$	4,559	$	—	$	5,000	$	9,559

As of March 31, 2020 and December 31, 2019, the carrying value of our long-term debt approximates its estimated fair value as the interest rate on the debt agreements is adjusted for changes in the market rates. See Note 5. Debt for additional information regarding our debt.

5. Debt

The following table summarizes information relating to our debt:



	March 31,					December 31,
	2020					2019
	Amount			Effective Rate		Amount			Effective Rate

	(in thousands, except interest rates)
Revolving credit facility	$	—		—	%	$	—		—	%
First Lien Term Loan (as amended) due Feb 2024	1,945,225			3.74	%	1,950,200			4.55	%
Total principal amount	1,945,225					1,950,200
Unamortized discount and debt issuance costs	(34,606		)			(36,894		)
Total debt	1,910,619					1,913,306
Less: Current portion of long-term debt	(19,900		)			(19,900		)
Total long-term debt	$	1,890,719				$	1,893,406

Senior Secured First Lien Credit Facilities

Our first lien credit agreement, as amended, or First Lien Credit Agreement, provides for senior secured first lien credit facilities, consisting of the following as of March 31, 2020:


•	a $1.99 billion U.S. dollar term loan, or First Lien Term Loan, with a final maturity date of February 5, 2024; and

•

a $125.0 million revolving credit facility (with a letter of credit sub-facility in the amount of $35.0 million), or the Revolving Credit Facility, consisting of (i) a $100.0 million multicurrency tranche and (ii) a $25.0 million tranche available only in U.S. dollars, of which $7.5 million has a final maturity date of February 5, 2021 and $17.5 million has a final maturity date of February 5, 2022.

Borrowings under our Revolving Credit Facility bear interest at a floating rate which is, at our option, either (1) a Eurodollar rate for a specified interest period plus an applicable margin of 2.50% or (2) a base rate plus an applicable margin of 1.50%, respectively. The Eurodollar rate applicable to the Revolving Credit Facility is subject to a “floor” of 0.0%.

Borrowings under our First Lien Term Loan bear interest at a floating rate which is, at our option, either (1) a Eurodollar rate for a specified interest period plus an applicable margin of 2.75% or (2) a base rate plus an applicable margin of 1.75%, respectively. The Eurodollar rate applicable to the First Lien Term Loan is subject to a “floor” of 0.0%.

The Eurodollar rate is equal to an adjusted London Interbank Offered Rate, or LIBOR, for a one-, two-, three- or six-month interest period with a LIBOR floor of 0%. The base rate for any day is a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced by Credit Suisse as its “prime rate” and (b) the federal funds effective rate in effect on such day plus 0.50% and (c) the one-month adjusted LIBOR plus 1.0% per annum.

The First Lien Term Loan requires equal quarterly repayments equal to 0.25% of the original principal amount.

SolarWinds Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

In addition to paying interest on loans outstanding under the Revolving Credit Facility and the First Lien Term Loan, we are required to pay a commitment fee of 0.50% per annum of unused commitments under the Revolving Credit Facility. The commitment fee is subject to a reduction to 0.375% per annum based on our first lien net leverage ratio.

The First Lien Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; incur liens; engage in mergers, consolidations, liquidations or dissolutions; pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and make certain investments, acquisitions, loans, or advances. In addition, the terms of the First Lien Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the Revolving Credit Facility exceeds 35% of the aggregate commitments under the Revolving Credit Facility, our first lien net leverage ratio cannot exceed 7.40 to 1.00. The First Lien Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default. As of March 31, 2020, we were in compliance with all covenants of the First Lien Credit Agreement.

6. Earnings Per Share

A reconciliation of the number of shares in the calculation of basic and diluted earnings per share follows:



	Three Months Ended March 31,
	2020			2019

	(in thousands)
Basic earnings per share
Numerator:
Net income	$	415		$	3,145
Earnings allocated to unvested restricted stock	(3		)	(42		)
Net income available to common stockholders	$	412		$	3,103
Denominator:
Weighted-average common shares outstanding used in computing basic earnings per share	308,937			305,653

Diluted earnings per share
Numerator:
Net income available to common stockholders	$	412		$	3,103
Denominator:
Weighted-average shares used in computing basic earnings per share	308,937			305,653
Add dilutive impact of employee equity plans	3,928			4,130
Weighted-average shares used in computing diluted earnings per share	312,865			309,783

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted net income per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive or for which the performance condition had not been met at the end of the period:



	Three Months Ended March 31,
	2020	2019

	(in thousands)
Stock options to purchase common stock	247	369
Performance-based stock options to purchase common stock	84	130
Non-vested restricted stock incentive awards	1,669	2,908
Performance-based non-vested restricted stock incentive awards	845	1,282
Restricted stock units	5,650	4,675
Performance stock units	677	957
Employee stock purchase plan	177	—
Total anti-dilutive shares	9,349	10,321

SolarWinds Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

The calculation of diluted earnings per share requires us to make certain assumptions related to the use of proceeds that would be received upon the assumed exercise of stock options or purchase of restricted stock or proceeds from the employee stock purchase plan.

7. Income Taxes

For the three months ended March 31, 2020 and 2019, we recorded income tax expense of $2.4 million and $0.6 million, respectively, resulting in an effective tax rate of 85.3% and 15.2%, respectively. The increase in the effective tax rate for the three months ended March 31, 2020 compared to the same period in 2019 was primarily due to the impact of having a full valuation allowance against the deferred tax assets related to the current period losses related to the entities acquired in the SAManage Ltd., or Samanage, acquisition completed in April 2019.

Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. At March 31, 2020, we had accrued interest and penalties related to unrecognized tax benefits of approximately $5.8 million.

We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2011 through 2018 tax years generally remain open and subject to examination by federal tax authorities. The 2011 through 2019 tax years generally remain open and subject to examination by the state tax authorities and foreign tax authorities. We are currently under examination by the IRS for the tax years 2011 through the period ending February 2016. We are under audit by the Indian Tax Authority for the 2014 and 2017 tax years. We are currently under audit by the California Franchise Tax Board for the 2012 through 2014 tax years and the Massachusetts Department of Revenue for the 2015 through February 2016 tax years. We were notified in February 2020 that the Texas Comptroller would audit the 2015 through 2018 tax years. We are not currently under audit in any other taxing jurisdictions.

On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. In February 2016, the U.S. Internal Revenue Service appealed the decision to the U.S. Court of Appeals for the Ninth Circuit. On June 7, 2019, the Ninth Circuit reversed the 2015 decision of the U.S. Tax Court. Due to the uncertainty surrounding the status of the current regulations, questions related to the scope of potential benefits or obligations, and the risk of the Tax Court's decision being overturned upon appeal, we have not recorded any benefit or expense as of March 31, 2020. We will continue to monitor ongoing developments and potential impacts to our consolidated financial statements.

Governments in certain countries where we do business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act, or “CARES Act," enacted by the United States on March 27, 2020. We are continuing to analyze these legislative developments and believe they have not had a material impact on our provision for income taxes for the three months ended March 31, 2020.

8. Commitments and Contingencies

Legal Proceedings

From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our consolidated financial statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report on Form 10-Q. In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially and adversely from those anticipated in the forward-looking statements. Please see the section entitled “Safe Harbor Cautionary Statement” above and the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2019 and this quarterly report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these statements. The following discussion and analysis also includes a discussion of certain non-GAAP financial measures. For a description and reconciliation of the non-GAAP measures discussed in this section, see “Non-GAAP Financial Measures.”

Overview

SolarWinds is a leading provider of information technology, or IT, infrastructure management software. Our products give organizations worldwide, regardless of type, size or IT infrastructure complexity, the power to monitor and manage the performance of their IT environments, whether on-premise, in the cloud, or in hybrid models. We combine powerful, scalable, affordable, easy to use products with a high-velocity, low-touch sales model to grow our business while also generating significant cash flow.

We offer over 50 infrastructure-location agnostic products to monitor and manage network, systems, desktop, application, storage, database, website infrastructures and IT service desks. We intend to continue to innovate and invest in areas of product development that bring new products to market and enhance the functionality, ease of use and integration of our current products. We believe this will strengthen the overall value proposition of our products in any IT environment.

On February 5, 2016, we were acquired by affiliates of Silver Lake Group, L.L.C and Thoma Bravo, LLC in a take private transaction, or the Take Private. We applied purchase accounting on the date of the Take Private. In October 2018, we completed our initial public offering, or IPO.

Impacts of COVID-19

The impact from the rapidly changing market and economic conditions due to the COVID-19 pandemic on our business is uncertain. We initially responded to the COVID-19 pandemic by executing our business continuity plan and transitioning nearly all of our workforce to a remote working environment to prioritize the safety of our personnel. Due to the nature of our business, we have not seen a significant impact on our financial results due to the COVID-19 pandemic at this time, but we are unable to predict with a level of precision the longer term impact it may have on our business, results of operations and financial condition due to numerous uncertainties, including the duration of the pandemic, actions that may be taken by governmental authorities in response to the pandemic, its impact to the business of our customers and their end-customers and other factors identified in Part II, Item 1A “Risk Factors” in this Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. We will continue to evaluate the nature and extent of the impact of the COVID-19 pandemic to our business, consolidated results of operations and financial condition.

First Quarter Financial Highlights

Our approach, which we call the “SolarWinds Model,” is based on our commitment to building a business that is focused on growth and profitability. Below are our key financial highlights for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.

Revenue

Our total revenue was $247.0 million and $215.8 million for the three months ended March 31, 2020 and 2019, respectively. Our non-GAAP total revenue, which excludes the impact of purchase accounting, was $248.5 million and $215.8 million for the three months ended March 31, 2020 and 2019, respectively. Recurring revenue, which consists of subscription and maintenance revenue, represented approximately 85% of our total revenue for the three months ended March 31, 2020 compared to 82% for the three months ended March 31, 2019. We have increased our recurring revenue as a result of the growth in our subscription sales and the continued growth of our maintenance revenue.

We use Subscription Annual Recurring Revenue, or Subscription ARR, and Total Annual Recurring Revenue, or Total ARR, to evaluate the results of our recurring revenue model. Subscription ARR represents the annualized recurring value of all active subscription contracts at the end of a reporting period. As of March 31, 2020, Subscription ARR was $385.1 million, up from $298.7 million as of March 31, 2019. Total ARR represents the sum of Subscription ARR and the annualized value of all maintenance contracts related to perpetual licenses active at the end of a reporting period. As of March 31, 2020, Total ARR was $861.6 million, up from $747.2 million as of March 31, 2019.

As of March 31, 2020, we had over 320,000 customers. We have a broad and diverse customer base that is not concentrated in any segment or vertical industry. We define customers as individuals or entities that have purchased one or more of our products under a unique customer identification number since our inception for our perpetual license products and individuals or entities that have an active subscription for at least one of our subscription products. Each unique customer identification number constitutes a separate customer regardless of the amount purchased. We may have multiple purchasers of our products within a single organization, each of which may be assigned a unique customer identification number and deemed a separate customer.

The SolarWinds Model allows us to both sell to a broad group of potential customers and close large transactions with significant customers. While some customers may spend as little as $100 with us over a twelve-month period, we had 926 customers who had spent more than $100,000 with us for the trailing twelve-month period ended March 31, 2020.

We expect that the continued growth in the use of public and private clouds, increased outsourcing of IT management services to MSPs and cross-selling of subscription products into our existing customer base could result in an increase in our subscription revenue. We believe this increase, coupled with continued growth in maintenance revenue, could cause our recurring revenue to increase as a percentage of total revenue over time.

Our license revenue has declined as a percentage of total revenue primarily due to the higher growth of our recurring revenue and represented approximately 15.0% of our total revenue in the three months ended March 31, 2020.

Profitability

We have grown while maintaining high levels of operating efficiency. Our net income for the three months ended March 31, 2020 was $0.4 million compared to $3.1 million for the three months ended March 31, 2019. Our Adjusted EBITDA was $110.9 million and $104.8 million for the three months ended March 31, 2020 and 2019, respectively.

Cash Flow

We have built our business to generate strong cash flow over the long term. For the three months ended March 31, 2020 and 2019, cash flows from operations were $78.4 million and $63.4 million, respectively. During those periods, our cash flows from operations were reduced by cash payments for interest on our long-term debt of $22.0 million and $25.4 million, respectively and cash payments for income taxes of $6.0 million and $8.6 million, respectively.

Components of Our Results of Operations

Revenue

Our revenue consists of recurring revenue and perpetual license revenue.


•	Recurring Revenue. The significant majority of our revenue is recurring and consists of subscription and maintenance revenue.

▪

Subscription Revenue. We primarily derive subscription revenue from fees received for subscriptions to our SaaS offerings, and to a lesser extent, our time-based license arrangements. Subscription revenue includes sales of our MSP products as well as our cloud infrastructure, application performance management and IT service management, or ITSM products. We generally recognize revenue ratably over the subscription term once the service is made available to the customer or when we have the right to invoice for services performed. We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis. Our subscription revenue grows as customers add new subscription products, upgrade the capacity level of their existing subscription products or increase the usage of their subscription products. Our revenue from MSP products increases with the addition of end customers served by our MSP customers, the proliferation of devices managed by those MSPs and the expansion of products used by those MSPs to manage end customers’ IT infrastructures.

•

Maintenance Revenue. We derive maintenance revenue from the sale of maintenance services associated with our perpetual license products. Perpetual license customers pay for maintenance services based on the products they have purchased. We recognize maintenance revenue ratably on a daily basis over the contract period. Our maintenance revenue grows when we renew existing maintenance contracts and add new perpetual license customers, and as existing customers add new products. Customers typically renew their maintenance contracts at our standard list maintenance renewal pricing for their applicable products. We generally invoice maintenance contracts annually in advance.


•	License Revenue. We derive license revenue from sales of perpetual licenses of our products to new and existing customers. We include one year of maintenance services as part of our customers’ initial license purchase. License revenue is recognized at a point in time upon delivery of the electronic license key. We allocate revenue to the license component

based upon our estimated standalone selling prices, which is derived by evaluating our historical pricing and discounting practices in observable bundled transactions.

In April 2020, we launched subscription pricing options for certain of our network, systems and database management products that have historically been sold as perpetual licenses. The new subscription pricing option will give customers additional flexibility when purchasing our products. The subscription pricing options are a time-based license revenue arrangement recognized at a point in time upon delivery of the license key and maintenance is recognized ratably over the contract period. We plan to continue to sell perpetual licenses for these products and not require customers to transition to a subscription pricing model. Customer adoption of the subscription pricing option may impact the mix of license and recurring revenue, but this impact is difficult to predict at this time due to uncertainty regarding the level of customer adoption of the new subscription pricing options. We expect the impact to the mix between license and recurring revenue will be immaterial in the short-term as customer adoption ramps up.

Cost of Revenue


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


•	Amortization of Acquired Technologies. We amortize to cost of revenue the capitalized costs of technologies acquired in connection with the Take Private and our other acquisitions.

Operating Expenses

Operating expenses consists of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, sales commissions, stock-based compensation and an allocation of overhead costs based on headcount. The total number of employees as of March 31, 2020 was 3,298, as compared to 2,794 as of March 31, 2019. Our stock-based compensation expense has increased due to equity awards granted to our employees and directors.

•

Sales and Marketing. Sales and marketing expenses primarily consist of related personnel costs, including our sales, marketing and maintenance renewal and subscription retention teams. Sales and marketing expenses also includes the cost of digital marketing programs such as paid search, search engine optimization and management, website maintenance and design. We expect to continue to hire personnel globally to drive new sales and maintenance renewals.


•	Research and Development. Research and development expenses primarily consist of related personnel costs. We expect to continue to grow our research and development organization, particularly internationally.


•	General and Administrative. General and administrative expenses primarily consist of personnel costs for our executive, finance, legal, human resources and other administrative personnel, general restructuring costs and other acquisition-related costs, professional fees and other general corporate expenses.


•	Amortization of Acquired Intangibles. We amortize to operating expenses the capitalized costs of intangible assets acquired in connection with the Take Private and our other acquisitions.

Other Income (Expense)

Other income (expense) primarily consists of interest expense and gains (losses) resulting from changes in exchange rates on foreign currency denominated accounts, including intercompany loans. We expect interest expense to decrease as we repay indebtedness.

Foreign Currency

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

Income Tax Expense

Income tax expense consists of domestic and foreign corporate income taxes related to the sale of products. The tax rate on income earned by our North American entities is higher than the tax rate on income earned by our international entities. We expect the income earned by our international entities to grow over time as a percentage of total income, which may result in a decline in our effective income tax rate. However, our effective tax rate will be affected by many other factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, shifts in the allocation of income earned throughout the world and changes in overall levels of income before tax.

Comparison of the Three Months Ended March 31, 2020 and 2019

Revenue



	Three Months Ended March 31,
	2020				2019
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Subscription	$	93,635	37.9	%	$	71,565	33.2	%	$	22,070
Maintenance	116,349		47.1		106,292		49.3		10,057
Total recurring revenue	209,984		85.0		177,857		82.4		32,127
License	36,966		15.0		37,935		17.6		(969		)
Total revenue	$	246,950	100.0	%	$	215,792	100.0	%	$	31,158

Total revenue increased $31.2 million, or 14.4%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. Revenue from North America was approximately 66% and 65% of total revenue for the three months ended March 31, 2020 and 2019, respectively. Other than the United States, no single country accounted for 10% or more of our total revenue during these periods. We expect our international total revenue to increase slightly as a percentage of total revenue as we expand our international sales and marketing efforts across our product lines.

Recurring Revenue

Subscription Revenue. Subscription revenue increased $22.1 million, or 30.8%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019, primarily due to sales of additional MSP products, with additional contribution from our acquired SolarWinds Service Desk product. These increases were partially offset by the effect of the weakening of most foreign currencies relative to the U.S. dollar. Our subscription revenue increased as a percentage of our total revenue for the three months ended March 31, 2020 compared to the three months ended March 31, 2019.

Our net retention rate for our subscription products was approximately 105% for each of the trailing twelve-month periods ended March 31, 2020 and 2019 and was driven primarily by strong customer retention in our MSP products. We define our net retention rate for subscription products as the implied monthly subscription revenue at the end of a period for the base set of customers from which we generated subscription revenue in the year prior to the calculation, divided by the implied monthly subscription revenue one year prior to the date of calculation for that same customer base.

Maintenance Revenue. Maintenance revenue increased $10.1 million, or 9.5%, for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily due to a growing maintenance renewal customer base from sales of our perpetual license products, strong maintenance renewal rates and to a lesser extent, a maintenance price increase.

Our maintenance renewal rate for our perpetual license products was approximately 92% and 97%, respectively, for the trailing twelve-month periods ended March 31, 2020 and 2019. The decrease in the maintenance renewal rate for the trailing twelve-month period ended March 31, 2020 was primarily due to a planned downgrade on one large U.S. Federal maintenance renewal and the strengthening of the U.S. dollar against other foreign currencies. We define our maintenance renewal rate as the sales of maintenance services for all existing maintenance contracts expiring in a period, divided by the sum previous sales of maintenance services corresponding to those services expiring in the current period. Sales of maintenance services includes sales of maintenance renewals for a previously purchased product and the amount allocated to maintenance revenue from a license purchase.

License Revenue

License revenue decreased $1.0 million, or 2.6% primarily due to decreased sales of our licensed products in our North American locations and the effect of the weakening of most foreign currencies relative to the U.S. dollar, partially offset by increased sales in our international locations.

Cost of Revenue



	Three Months Ended March 31,
	2020				2019
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Cost of recurring revenue	$	22,501	9.1	%	$	18,159	8.4	%	$	4,342
Amortization of acquired technologies	44,492		18.0		43,817		20.3		675
Total cost of revenue	$	66,993	27.1	%	$	61,976	28.7	%	$	5,017

Total cost of revenue increased in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily due to increases in public cloud infrastructure and hosting fees related to our subscription products of $2.1 million and personnel costs to support new customers and additional product offerings of $1.6 million, which includes a $0.1 million increase in stock-based compensation expense. Amortization of acquired technologies includes $40.7 million and $41.0 million of amortization related to the Take Private for the three months ended March 31, 2020 and 2019, respectively.

Operating Expenses



	Three Months Ended March 31,
	2020				2019
	Amount		Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Sales and marketing	$	72,378	29.3	%	$	60,595	28.1	%	$	11,783
Research and development	31,845		12.9		25,188		11.7		6,657
General and administrative	29,755		12.0		21,736		10.1		8,019
Amortization of acquired intangibles	18,296		7.4		16,502		7.6		1,794
Total operating expenses	$	152,274	61.7	%	$	124,021	57.5	%	$	28,253

Sales and Marketing. Sales and marketing expenses increased $11.8 million, or 19.4%, primarily due to increases in personnel costs of $6.8 million, which includes an increase of $0.5 million in stock-based compensation expense, and increases in marketing program costs of $5.1 million. We increased our sales and marketing employee headcount to support the sales of additional products and growth in the business and through the acquisition of Samanage.

Research and Development. Research and development expenses increased $6.7 million, or 26.4%, primarily due to increases in personnel costs of $6.0 million, which includes an increase in stock-based compensation expense of $1.7 million, and contract services and professional fees of $0.5 million. We increased our worldwide research and development employee headcount through the acquisition of Samanage and to expedite delivery of product enhancements and new product offerings to our customers.

General and Administrative. General and administrative expenses increased $8.0 million, or 36.9%, primarily due to a $3.7 million increase in personnel costs, which includes a $1.5 million increase in stock-based compensation, a $2.5 million increase in our provision for losses on accounts receivables, a $0.9 million increase in acquisition costs and a $0.7 million increase in professional fees and other public company costs. The increase in our provision for losses on accounts receivables is primarily related to the risk of non-collection from a certain distributor, from customers acquired in recent acquisitions and customers potentially impacted by the current economic uncertainty resulting from the COVID-19 pandemic.

Amortization of Acquired Intangibles. Amortization of acquired intangibles increased $1.8 million, or 10.9%, primarily due to amortization related to the Samanage acquisition in April 2019. Amortization of intangible assets includes $11.8 million and $11.9 million of amortization related to the Take Private for the three months ended March 31, 2020 and 2019, respectively, with the remaining balance related primarily to the LOGICnow acquisition in May 2016.

Interest Expense, Net



	Three Months Ended March 31,
	2020					2019
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change

	(in thousands, except percentages)
Interest expense, net	$	(24,095	)	(9.8	)%	$	(27,382	)	(12.7	)%	$	3,287

Interest expense, net decreased by $3.3 million, or 12.0%, in the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The decrease in interest expense is primarily due to decreases in interest rates and the reduction in our outstanding debt balance related to quarterly principal repayments. See Note 5. Debt in the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding our debt.

Other Income (Expense), Net



	Three Months Ended March 31,
	2020					2019
	Amount			Percentage of Revenue		Amount		Percentage of Revenue		Change

	(in thousands, except percentages)
Other income (expense), net	$	(758	)	(0.3	)%	$	1,297	0.6	%	$	(2,055	)

Other income (expense), net decreased by $2.1 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily due to the impact of changes in foreign currency exchange rates related to various accounts for the period.

Income Tax Expense



	Three Months Ended March 31,
	2020					2019
	Amount			Percentage of Revenue		Amount			Percentage of Revenue		Change

	(in thousands, except percentages)
Income before income taxes	$	2,830		1.1	%	$	3,710		1.7	%	$	(880	)
Income tax expense	2,415			1.0		565			0.3		1,850
Effective tax rate	85.3		%			15.2		%			70.1		%

Our income tax expense for the three months ended March 31, 2020 increased by $1.9 million as compared to the three months ended March 31, 2019. The effective tax rate increased to 85.3% for the period primarily due to the impact of having a full valuation allowance against the deferred tax assets related to the current period losses related to the entities acquired in the Samanage acquisition completed in April 2019. For additional discussion about our income taxes, see Note 7. Income Taxes in the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q.

Non-GAAP Financial Measures

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

While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP

measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Items such as the amortization of intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition related adjustments and restructuring costs, as well as the related tax impacts of these items can have a material impact on our GAAP financial results.

Non-GAAP Revenue

We define non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue and non-GAAP total revenue, as subscription revenue, maintenance revenue, license revenue and total revenue, respectively, excluding the impact of purchase accounting from our acquisitions. We monitor these measures to assess our performance because we believe our revenue growth rates would be overstated without these adjustments. We believe presenting non-GAAP subscription revenue, non-GAAP maintenance revenue, non-GAAP license revenue and non-GAAP total revenue aids in the comparability between periods and in assessing our overall operating performance.



	Three Months Ended March 31,
	2020		2019

	(in thousands)
Revenue:
GAAP subscription revenue	$	93,635	$	71,565
Impact of purchase accounting	1,513		—
Non-GAAP subscription revenue	95,148		71,565
GAAP maintenance revenue	116,349		106,292
Impact of purchase accounting	—		—
Non-GAAP maintenance revenue	116,349		106,292
GAAP total recurring revenue	209,984		177,857
Impact of purchase accounting	1,513		—
Non-GAAP total recurring revenue	211,497		177,857
GAAP license revenue	36,966		37,935
Impact of purchase accounting	—		—
Non-GAAP license revenue	36,966		37,935
Total GAAP revenue	$	246,950	$	215,792
Impact of purchase accounting	$	1,513	$	—
Total non-GAAP revenue	$	248,463	$	215,792

Non-GAAP Operating Income and Non-GAAP Operating Margin

We provide non-GAAP operating income and related non-GAAP margin using non-GAAP revenue as discussed above and excluding such items as the write-down of deferred revenue related to purchase accounting, amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs and restructuring costs. Management believes these measures are useful for the following reasons:

•

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

•

Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Employer-paid payroll taxes on stock-based compensation is dependent on our stock price and the timing of the taxable events

related to the equity awards, over which our management has little control, and does not correlate to the core operation of our business. Because of these unique characteristics of stock-based compensation and related employer-paid payroll taxes, management excludes these expenses when analyzing the organization’s business performance.

•

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

•

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



	Three Months Ended March 31,
	2020			2019

	(in thousands, except margin data)
GAAP operating income	$	27,683		$	29,795
Impact of purchase accounting	1,513			—
Stock-based compensation expense and related employer-paid payroll taxes	11,483			7,718
Amortization of acquired technologies	44,492			43,817
Amortization of acquired intangibles	18,296			16,502
Acquisition and other costs	1,943			2,258
Restructuring costs	222			524
Non-GAAP operating income	$	105,632		$	100,614
GAAP operating margin	11.2		%	13.8		%
Non-GAAP operating margin	42.5		%	46.6		%

Adjusted EBITDA and Adjusted EBITDA Margin

We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as it is a measure we use to assess our operating performance. We define adjusted EBITDA as net income or loss, excluding the impact of purchase accounting on total revenue, amortization of acquired intangible assets and developed technology, depreciation expense, stock-based compensation expense and related employer-paid payroll taxes, restructuring costs, acquisition and other costs, interest expense, net, debt related costs including fees related to our credit agreements, debt extinguishment and refinancing costs, unrealized foreign currency (gains) losses, and income tax expense (benefit). We define adjusted EBITDA margin as adjusted EBITDA divided by non-GAAP revenue. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted EBITDA excludes the impact of the write-down of deferred revenue due to purchase accounting in connection with our acquisition, and therefore includes revenue that will never be recognized under GAAP; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

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



	Three Months Ended March 31,
	2020			2019

	(in thousands, except margin data)
Net income	$	415		$	3,145
Amortization and depreciation	67,768			64,463
Income tax expense	2,415			565
Interest expense, net	24,095			27,382
Impact of purchase accounting on total revenue	1,513			—
Unrealized foreign currency (gains) losses	983			(1,308		)
Acquisition and other costs	1,943			2,258
Debt related costs	93			101
Stock-based compensation expense and related employer-paid payroll taxes	11,483			7,718
Restructuring costs	222			524
Adjusted EBITDA	$	110,930		$	104,848
Adjusted EBITDA margin	44.6		%	48.6		%

Liquidity and Capital Resources

Cash and cash equivalents were $237.0 million as of March 31, 2020. Our international subsidiaries held approximately $90.3 million of cash and cash equivalents, of which 67.1% were held in Euros. We intend either to invest our foreign earnings permanently in foreign operations or to remit these earnings to our U.S. entities in a tax-free manner with the exception for immaterial state income taxes. The Tax Act imposed a mandatory transition tax on accumulated foreign earnings and eliminates U.S. federal income taxes on foreign subsidiary distribution.

Our primary source of cash for funding operations and growth has been through cash provided by operating activities. Given the uncertainty in the rapidly changing market and economic conditions related to the COVID-19 pandemic, we continue to evaluate the nature and extent of the impact to our business and financial position. However, despite this uncertainty, we believe that our existing cash and cash equivalents, our cash flows from operating activities and our borrowing capacity under our credit facilities will be sufficient to fund our operations, fund required debt repayments and meet our commitments for capital expenditures for at least the next 12 months.

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

Indebtedness

As of March 31, 2020, our total indebtedness was $1.9 billion, with up to $125.0 million of available borrowings under our revolving credit facility. See Note 5. Debt in the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding our debt.

First Lien Credit Agreement

The First Lien Credit Agreement, as amended, provides for a senior secured revolving credit facility in an aggregate principal amount of $125.0 million, or the Revolving Credit Facility, consisting of a $25.0 million U.S. dollar revolving credit facility, or the U.S. Dollar Revolver, and a $100.0 million multicurrency revolving credit facility, or the Multicurrency Revolver. The Revolving Credit Facility includes a $35.0 million sublimit for the issuance of letters of credit. The First Lien Credit Agreement also contains a term loan facility (which we refer to as the First Lien Term Loan, and together with the Revolving Credit Facility, as the First Lien Credit Facilities) in an original aggregate principal amount of $1,990.0 million.

The First Lien Credit Agreement provides us the right to request additional commitments for new incremental term loans and revolving loans, in an aggregate principal amount not to exceed (a) the greater of (i) $400.0 million and (ii) 100% of our consolidated EBITDA, as defined in the First Lien Credit Agreement (calculated on a pro forma basis), for the most recent four fiscal quarter period, or the First Lien Fixed Basket, plus (b) the amount of certain voluntary prepayments of the First Lien Credit Facilities, plus (c) an unlimited amount subject to pro forma compliance with a first lien net leverage ratio not to exceed 4.75 to 1.00.

Under the U.S. Dollar Revolver, $7.5 million of commitments will mature on February 5, 2021, and $17.5 million along with all commitments under the Multicurrency Revolver will mature on February 5, 2022. The First Lien Term Loan will mature on February 5, 2024.

The First Lien Term Loan requires equal quarterly repayments equal to 0.25% of the original principal amount.

Summary of Cash Flows

Summarized cash flow information is as follows:



	Three Months Ended March 31,
	2020			2019

	(in thousands)
Net cash provided by operating activities	$	78,371		$	63,363
Net cash used in investing activities	(8,230		)	(5,575		)
Net cash used in financing activities	(4,138		)	(4,947		)
Effect of exchange rate changes on cash and cash equivalents	(2,420		)	(996		)
Net increase in cash and cash equivalents	63,583			51,845

Operating Activities

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

For the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, the increase in cash provided by operating activities was primarily due to the increase in net income after adjustments for non-cash items including depreciation and amortization and stock-based compensation expense. The net cash inflow resulting from the changes in our operating assets and liabilities was $1.6 million for the three months ended March 31, 2020 as compared to a net cash outflow of $1.5 million for the three months ended March 31, 2019 and was primarily due to the timing of sales and cash payments and receipts. Cash flow from operations for the three months ended March 31, 2020 was reduced by $6.0 million of cash paid for taxes.

Investing Activities

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

Net cash used in investing activities increased in the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 due to an increase in cash used for purchases of property and equipment.

Financing Activities

Financing cash flows consist of repayments associated with our long-term debt, the proceeds from the issuance of shares of common stock through equity incentive plans and the repurchase of unvested incentive restricted stock and common stock to satisfy withholding tax requirements related to the settlement of restricted stock units.

Net cash used in financing activities decreased in the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 primarily due to an increase in proceeds from issuance of common stock under our employee stock purchase plan. For each period, we made quarterly principal payments of $5.0 million due under our First Lien Credit Agreement. In addition, in the three months ended March 31, 2020 we withheld and retired shares of common stock to satisfy $1.5 million of statutory withholding tax requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees related to the settlement of restricted stock units during the period. These shares are treated as common stock repurchases in our condensed consolidated financial statements.

Contractual Obligations and Commitments

As of March 31, 2020, there have been no material changes in our contractual obligations and commitments as of December 31, 2019 that were disclosed in our Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The impact from the rapidly changing market and economic conditions due to the COVID-19 pandemic on our business, results of operations and financial condition is uncertain. We have made estimates of the impact of COVID-19 within our financial statements as of and for the three months ended March 31, 2020 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets, valuation allowances for tax assets and revenue recognition. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected, perhaps materially.

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


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


•	revenue recognition;


•	stock-based compensation; and


•	income taxes.

A full description of our critical accounting policies that involve significant management judgment appears in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 24, 2020. There have been no material changes to our critical accounting policies and estimates since that time.

Recent Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, for a full description of recent accounting pronouncements, which is incorporated herein by reference.

Off-Balance Sheet Arrangements

During the three months ended March 31, 2020, 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We had cash and cash equivalents of $237.0 million and $173.4 million at March 31, 2020 and December 31, 2019, respectively. Our cash and cash equivalents consist primarily of bank demand deposits and money market funds. We hold cash and cash equivalents and short-term investments for working capital purposes. Our investments are made for capital preservation purposes, and we do not enter into investments for trading or speculative purposes.

We do not have material exposure to market risk with respect to our cash and cash equivalents, as these consist primarily of highly liquid investments purchased with original maturities of three months or less at March 31, 2020.

We had total indebtedness with an outstanding principal balance of $1.9 billion and $2.0 billion at March 31, 2020 and December 31, 2019, respectively. Borrowings outstanding under our various credit agreements bear interest at variable rates equal to applicable margins plus specified base rates or LIBOR-based rates with a 0% floor. As of March 31, 2020 and December 31, 2019, the annual weighted-average rate on borrowings was 3.74% and 4.55%, respectively. If there was a hypothetical 100 basis point increase in interest rates, the annual impact to interest expense would be approximately $19.5 million. This hypothetical

change in interest expense has been calculated based on the borrowings outstanding at December 31, 2019 and a 100 basis point per annum change in interest rate applied over a one-year period.

We do not have material exposure to fair value market risk with respect to our total long-term outstanding indebtedness which consists of $1.9 billion U.S. dollar term loans as of March 31, 2020, not subject to market pricing.

See Note 5. Debt in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding our debt.

Foreign Currency Exchange Risk

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

Our condensed consolidated statements of operations are translated into USD at the average exchange rates in each applicable period. Our international revenue, operating expenses and significant balance sheet accounts denominated in currencies other than the USD primarily flow through our United Kingdom and European subsidiaries, which have British Pound Sterling and Euro functional currencies, respectively. This results in a two-step currency exchange process wherein the currencies other than the British Pound Sterling and Euro are first converted into those functional currencies and then translated into USD for our consolidated financial statements. As an example, revenue for sales in Australia is translated from the Australian Dollar to the Euro and then into the USD.

Our statement of operations and balance sheet accounts are also impacted by the re-measurement of non-functional currency transactions such as intercompany loans, cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies, deferred revenue and accounts payable denominated in foreign currencies.

Foreign Currency Transaction Risk

Our foreign currency exposures typically arise from selling annual and multi-year maintenance contracts and subscriptions in multiple currencies, accounts receivable, intercompany transfer pricing arrangements and other intercompany transactions. Our foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on selected assets or liabilities without exposing us to additional risk associated with transactions that could be regarded as speculative.

We utilize purchased foreign currency forward contracts to minimize our foreign exchange exposure on certain foreign balance sheet positions denominated in currencies other than the Euro. We do not enter into any derivative financial instruments for trading or speculative purposes. Our objective in managing our exposure to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations in such exchange rates on our earnings and cash flow. The notional amounts and currencies underlying our foreign currency forward contracts will fluctuate period to period as they are principally dependent on the balances of the balance sheet positions that are denominated in currencies other than the Euro held by our global entities. There can be no assurance that our foreign currency hedging activities will substantially offset the impact of fluctuation in currency exchange rates on our results of operations and functional positions. As of March 31, 2020 and December 31, 2019, we did not have any forward contracts outstanding and while we do not have a formal policy to settle all derivatives prior to the end of each quarter, our current practice is to do so. The effect of derivative instruments on our condensed consolidated statements of operations was insignificant for the three months ended March 31, 2020 and 2019.

We are exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but we do not expect any counterparties to fail to meet their obligations given their high credit ratings. In addition, we diversify this risk across several counterparties and actively monitor their ratings.

Foreign Currency Translation Risk

Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenue, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. If there is a change in foreign currency exchange rates, the amounts of assets, liabilities, revenue, operating expenses and cash flows that we report in U.S. dollars for foreign subsidiaries that transact in international currencies may be higher or lower to what we would have reported using a constant currency rate. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in reduced assets, liabilities, revenue, operating expenses and cash flows for our international operations. Similarly, our assets, liabilities, revenue, operating expenses and cash flows will increase for our international operations

if the U.S. dollar weakens against foreign currencies. The conversion of the foreign subsidiaries’ financial statements into U.S. dollars will also lead to remeasurement gains and losses recorded in income, or translation gains or losses that are recorded as a component of accumulated other comprehensive income (loss).

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we have been and may be involved in various legal proceedings and claims arising in our ordinary course of business. At this time, neither we nor any of our subsidiaries is a party to, and none of our respective property is the subject of, any material legal proceeding. However, the outcome of legal proceedings and claims brought against us are subject to significant uncertainty. Therefore, if one or more of these legal matters were resolved against us in the same reporting period for amounts in excess of management’s expectations, our consolidated financial statements for a particular period could be materially adversely affected.

Item 1A. Risk Factors

With the exception of the following, there have been no other material changes in our risk factors from those disclosed in Part I, Item 1A, under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.

The global COVID-19 pandemic may adversely affect our business, results of operations and financial condition.

In March 2020, the World Health Organization declared the outbreak of coronavirus disease 2019, or COVID-19, a pandemic. The global COVID-19 pandemic has created significant volatility, uncertainty and disruption in the global economy. The extent to which the COVID-19 pandemic may impact our business, results of operations and financial condition is uncertain and will depend on numerous evolving factors outside of our control that we are not able to accurately predict, including:


•	the duration and scope of the COVID-19 pandemic;


•	governmental actions taken in response to the COVID-19 pandemic that restrict or disrupt global economic activity, including restrictions imposed on the operation of our business in our U.S. and international locations;

•

business failures, reductions in information technology spending, late or missed payments, or delays in purchasing decisions by our customers, their end-customers and our prospective customers, in particular among small and mid-sized business (SMBs) that we or our MSP customers’ serve, and the resulting impact on demand for our products, our ability to collect payments for our products or our ability to add new customers and retain existing customers;

•

our ability to continue to effectively market, sell and support our products through disruptions to our operations, the operations of our customers and partners and the communities in which our and their employees are located, including disruptions resulting from the spread of the virus, quarantines, office closures, reallocation of internal resources and transitions to remote working arrangements;


•	the ability of our products to address our customers’ needs in a rapidly evolving business environment and any interruptions or performance problems associated with the increased use of our products as a result of the shift to more remote working environments, including disruptions at any third-party data centers upon which we rely;


•	our ability to develop new products, enhance our existing products and acquire new products in this uncertain business environment;


•	delays in the U.S. federal government’s budget and appropriations process and changes in spending priorities of the U.S. federal government that result in the loss or delay of sales of our products to the U.S. federal government; and


•	public and private litigation based upon, arising out of or related to COVID-19 and our actions and responses thereto.

In addition to the adverse impact any of these factors could have on our business, results of operations and financial condition, these factors and the other impacts of the COVID-19 pandemic also could cause, contribute to, or increase the likelihood of the risks and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, any of which could materially adversely affect our business, results of operations and financial condition. Additionally, because an increasing portion of our business is based on a recurring revenue model, the effect of COVID-19 on our business will not be fully reflected in our financial results for some time.

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

Issuer Purchases of Equity Securities



Period	Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands)
January 1-31, 2020	—	$	—	—	$	—
February 1-29, 2020	30,000	0.74		—	—
March 1-31, 2020	1,600	0.27		—	—
Total	31,600			—

________________

(1)

All repurchases relate to employee held restricted stock that is subject to vesting. Unvested shares are subject to a right of repurchase by us in the event the employee stockholder ceases to be employed or engaged (as applicable) by us prior to vesting. All shares in the above table were shares repurchased as a result of us exercising this right and not pursuant to a publicly announced plan or program.

Item 6. Exhibits

EXHIBIT INDEX



Exhibit Number		Exhibit Title
3.1		Third Amended and Restated Certificate of Incorporation as currently in effect
3.2		Amended and Restated Bylaws as currently in effect
10.1*		Employment Agreement, dated as of September 15, 2015, between SolarWinds Worldwide, LLC and Jason Bliss
10.2*		Amendment to Employment Agreement, dated April 27, 2016, between SolarWinds Worldwide, LLC and Jason Bliss
10.3*		Employment Agreement, dated as of February 1, 2015, between SolarWinds Worldwide, LLC and Woong Joseph Kim
10.4*		Amendment to Employment Agreement, dated April 27, 2016, between SolarWinds Worldwide, LLC and Woong Joseph Kim
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Interactive Data Files (formatted as Inline XBRL)
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



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

SOLARWINDS CORPORATION

SIGNATURE

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



		SOLARWINDS CORPORATION

Dated:	May 8, 2020	By:	/s/ J. Barton Kalsu

			J. Barton Kalsu
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

Exhibit 10.1

EMPLOYMENT AGREEMENT

This AGREEMENT, dated and effective as of September 15, 2015 (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and Jason Bliss (the “Employee”).

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1.Position and Duties.

(a) The Employee will be employed by the Company, on a full-time basis, as its Senior Vice President, General Counsel & Secretary. The Employee shall report to Executive Vice President, Chief Financial Officer, or such other executive as designated by the Company (hereinafter referred to as the “Managing Executive”).

(b) The Employee agrees to perform the duties of Employee’s position and such other duties as may reasonably be assigned to the Employee from time to time. The Employee also agrees that, while employed by the Company, the Employee will devote substantially all of Employee’s business time and efforts to the advancement of the business and interests of the Company and its Affiliates (as defined in Section 8 below) and to the discharge of Employee’s duties and responsibilities for them. Notwithstanding the above, the Employee shall be permitted, to the extent such activities do not in the aggregate materially interfere with the performance by the Employee of Employee’s duties and responsibilities hereunder to: (i) manage Employee’s personal, financial and legal affairs; (ii) serve on civic, educational, philanthropic or charitable boards or committees; and (iii) serve on any other corporate board or committee as long as such board or committee is disclosed to the Company and does not cause a conflict of interest with Employee’s duties at the Company.

2. Compensation and Benefits. During Employee’s employment, as compensation for all services performed by the Employee for the Company and its Affiliates, the Company will provide the Employee the following pay and benefits:

(a) Base Salary. The Company will pay Employee a base salary at the rate of $270,000 per year (“Base Salary”), payable in accordance with the regular payroll practices of the Company. The Base Salary shall be reviewed and subject to change from time to time by the Company in its discretion.

(b) Bonus Compensation. During employment, the Employee shall be eligible for a bonus targeted at 50% of Employee’s Base Salary, paid on a quarterly basis, based on the attainment of certain quarterly corporate and individual performance objectives to be determined by the Company. All payments under this Section 2(b) will be made in accordance with the regular payroll practices of the Company and the bonus percentage shall be reviewed and subject to change from time to time by the Company in its discretion.

(c) Equity Awards. From time to time, upon approval by the Company’s Board of Directors, the Company may grant the Employee (i) an option to purchase shares of common stock of the Company, at an exercise price equal to the fair market value (as such term may be defined in the Company’s applicable equity plan) on the date of grant (“Stock Options”), (ii) restricted stock units, representing the right to obtain restricted common stock of the Company upon vesting (“RSUs”), and (iii) other equity awards as the Company may deem appropriate. The terms of the equity awards will be set out in the Company’s equity plans and the applicable agreements.

(d) Participation in Employee Benefit Plans and Vacation Policies. The Employee will be entitled to participate in all employee benefit plans and vacation policies in effect for employees of the Company. The Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies.

(e) Business Expenses. The Company will pay or reimburse the Employee for all reasonable business expenses incurred or paid by the Employee in the performance of Employee’s duties and responsibilities for the Company. Reimbursements shall be subject to such reasonable substantiation and documentation as the Company may specify from time to time.

3. Confidential Information and Restricted Activities. Employee has entered into the Company’s Employee Proprietary Information Agreement (“EPIA”) and acknowledges his or her obligations thereunder. The EPIA is specifically incorporated into this Agreement.

4. Termination of Employment. The Employee’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

(a) Termination for Cause. The Company may terminate the Employee’s employment for Cause following at least fifteen (15) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” means any of the following: (i) the Employee’s continued substantial violations of Employee’s employment duties or willful disregard of commercially reasonable and lawful directives from the Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company’s belief that Employee has not substantially performed Employee’s duties or willfully disregarded directives from the Managing Executive; (ii) the Employee’s moral turpitude, dishonesty or gross misconduct in the performance of Employee’s duties or which has materially and demonstrably injured the finances or future business of the Company or any of its Affiliates as a whole; (iii) the Employee’s material breach of this Agreement or the EPIA; or (iv) the Employee’s conviction of, or confession or plea of no contest to, any felony or any other act of fraud, misappropriation, embezzlement, or the like involving the Company’s property; provided, however, that no such act or event described in clauses (i) and (iii) of this paragraph (a) shall constitute Cause hereunder if the Employee has fully cured such act or event during the applicable fifteen (15) day notice period.

(b) Termination for Death or Disability. This Agreement shall automatically terminate in the event of Employee’s death during employment. No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation or Stock Options or RSUs (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”). In the event the Employee becomes disabled during employment and, as a result, is unable to continue to perform substantially all of Employee’s duties and responsibilities under this Agreement for a consecutive period of twelve (12) weeks, the Company will continue to pay the Base Salary to Employee and benefits in accordance with Section 2(d) above during such period. If the Employee is unable to return to work after twelve (12) consecutive weeks of disability, the Company may terminate the Employee’s employment, upon notice to the Employee. No severance pay or other separation benefits will be paid in the event of such termination due to disability. If any question shall arise as to whether the Employee is disabled to the extent that the Employee’s duties and responsibilities for the Company, the Employee shall, at the Company’s request, and at the Company’s expense, submit to a medical examination by a physician selected by the Company to whom the Employee’s guardian, if any, has no reasonable objection to determine whether the Employee is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such a question arises and the Employee fails to submit to the requested medical examination, the Company’s determination of the issue shall be binding on the Employee.

(c) Termination Other Than for Cause; Severance; Release. Either the Company or Employee may terminate Employee’s employment “at will,” for any reason, at any time, without cause or notice. However, in the event of termination of the Employee’s employment by the Company other than for Cause, the Employee shall be entitled to receive: (i) a lump sum cash severance amount equivalent to six (6) months of Employee’s then current annual base salary (the “Severance Payments”), less applicable deductions; (ii) any earned but unpaid incentive compensation payments; and (iii) reimbursement of the health and dental care continuation premiums for Employee and Employee’s dependents incurred by Employee to effect continuation of health and dental insurance coverage for Employee and Employee’s dependents on the same basis as active employees, for a period of twelve (12) months from the date of such termination, to the extent that Employee is eligible for and elects continuation coverage under COBRA. Any obligation of the Company to provide the Employee severance payments under this Section 4(c) is conditioned, however, upon the Employee signing and not revoking a release of claims in the form provided by the Company and reasonably acceptable to Employee that becomes effective no later than seventy-four (74) days following the Employee’s termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”). If the release does not become effective by the Release Deadline, the Employee will forfeit any rights to severance payments under

this Section 4(c). In no event will severance payments or benefits be paid or provided until the release actually becomes effective. In the event the termination occurs at a time during the calendar year where the release could become effective in the calendar year following the calendar year in which the Employee’s termination occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Compensation (as defined below) will be paid or provided on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the later of (i) the Release Deadline, or (ii) the Deferred Compensation Delayed Payment Date (as defined in Section 7 below).

(d) Benefits in Termination for Cause or Voluntary Resignation. In the event of termination of the Employee’s employment by the Company for Cause or the Employee’s voluntary resignation, the Company will pay the Employee any Base Salary earned but not paid through the date of termination, and any earned but unpaid bonus. The Company shall have no obligation to the Employee for unearned bonus or severance payments.

(e) Termination of Benefits. Except for any right the Employee may have under the federal law known as “COBRA” to continue participation in the Company’s group health and dental plans, and subject to Section 4(c)(iii) above, benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of the Employee’s employment, without regard to any continuation of base salary or other payment to the Employee following termination.

(f) Survival. Provisions of this Agreement shall survive any termination if so provided in this Agreement or if necessary to accomplish the purposes of other surviving provisions, including without limitation the Employee’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments to the Employee under this Section 4 is expressly conditioned upon the Employee’s continued full performance of the obligations under Section 3 hereof that survive the termination of Employee’s employment. Upon termination by either the Employee or the Company, all rights, duties and obligations of the Employee and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.

(the “Excise Tax”), then the Employee’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 6 will be made in writing by an independent firm selected by the Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, whose determination will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Employee will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 6.

7. Section 409A. The foregoing provisions are intended to comply with the requirements of Code Section 409A and the final regulations and official guidance promulgated thereunder (“Section 409A”), so that none of the payments and benefits to be provided hereunder will be subject to the additional penalty tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company agrees to work together with the Employee in good faith to consider any and all amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax, interest penalty or accelerated income recognition prior to actual payment to the Employee under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance payments or severance benefits payable to the Employee upon termination of employment, if any, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (“Deferred Compensation”) will be payable until the Employee has a “separation from service” within the meaning of Section 409A. Further, if at the time of the Employee’s termination of employment, the Employee is a “specified employee” within the meaning of Section 409A, payment of such Deferred Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Employee will receive payment on the first payroll date that occurs on or after the

date that is six (6) months and one (1) day following the Employee’s termination of employment, or the Employee’s death, if earlier (the “Deferred Compensation Delayed Payment Date”).

8. Definitions. For purposes of this Agreement, the following definitions apply:

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.

“Change of Control” shall be defined as a transaction or series of transactions where the shareholders of the Company (or those of its ultimate parent entity) immediately preceding such transaction own, following such transaction, less than 50% of the voting securities of the Company; provided however, that a firmly underwritten public offering of the Common Stock shall not be deemed a Change of Control.

“Constructive Termination” shall mean a termination in which the Company, without Employee’s express written consent, either (i) materially reduces the powers and duties of employment of Employee resulting in a material decrease in the responsibilities of Employee, (ii) materially reduces the pay of Employee, or (iii) requires a material change in the geographic location of Employee’s primary work facility or location, and due to an act or event in items (i) - (iii) above, Employee terminates his or her employment with the Company within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of such acts or events; provided, however, that a relocation of less than fifty (50) miles from the Company’s corporate headquarters in Austin, Texas will not be considered a material change in geographic location and thus a termination by Employee for this reason shall not be construed as a Constructive Termination; and provided further, that Employee may not resign for Constructive Termination unless Employee first provides the Company with written notice of the acts or events constituting the grounds for “Constructive Termination” within ninety (90) days of the initial existence of the grounds for “Constructive Termination” and a reasonable cure period of not less than thirty (30) days following the date of such notice, and such grounds for “Constructive Termination” have not been cured during such cure period. This definition of Constructive Termination is only applicable upon a Change of Control.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.

9. Conflicting Agreements. The Employee hereby represents and warrants that the Employee’s signing of this Agreement and the performance of the Employee’s obligations under it will not breach or be in conflict with any other agreement to which the Employee is a party or are bound and that the Employee is not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of the Employee’s obligations under this Agreement.

10. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

11. Assignment. Neither the Employee nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other. This Agreement shall inure to the benefit of and be binding upon the Employee and the Company, and each of our respective successors, executors, administrators, heirs and permitted assigns.

12. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13. Miscellaneous. This Agreement and the EPIA set forth the entire agreement between the Employee and the Company and replace all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Employee’s employment. In the event of a conflict between the EPIA and this Agreement, the terms in the EPIA shall prevail. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Employee and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

14. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to the conflict of laws principles thereof.

15. Notices. Any notices provided for in this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, and addressed to the Company at its principal place of business, attention of the Head of Legal and Business Affairs or in the case of the Employee, at the Employee’s last known address on the books of the Company (or to such other address as either party may specify by notice to the other actually received).

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the Effective Date.

SOLARWINDS WORLDWIDE, LLC


By: /s/ Kevin Thompson	Name: Kevin Thompson Title: President and Chief Executive Officer

/s/ Jason Bliss

Jason Bliss

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of April 27, 2016 (the “Amendment Effective Date”), by and among SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”), and Jason Bliss (“Employee”).

Recitals

A. The Company and Employee have entered into an Employment Agreement dated September 20, 2015 (the “Existing Agreement”). Capitalized terms that are used in this Amendment and not defined herein shall have the meanings assigned to them in the Existing Agreement.

B. In connection with the new ownership of the Company, the Company and Employee desire to amend the Existing Agreement to clarify the severance benefits with respect to the Project Aurora Change of Control and provide for additional severance benefits to Employee, as more particularly set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the terms and conditions set forth herein.

Amendments

1. Definitions. Effective as of the Amendment Effective Date, Section 8 of the Existing Agreement is hereby amended to add the following definitions:

“Board” means the board of directors of the Company’s ultimate parent.

“Equity Awards” means equity‑based awards granted to Employee under an equity incentive plan approved by the Board.

“Post-Closing RSU Payments” means those cash payments that may be due to Employee pursuant to Section 1.5(b) of the Project Aurora Merger Agreement.

“Project Aurora Change of Control” means the Change of Control occurring pursuant to the Project Aurora Merger Agreement.

“Project Aurora Merger Agreement” means that certain Agreement and Plan of Merger dated October 21, 2015 by and among Project Aurora Holdings, LLC, Project Aurora Merger Corp. and SolarWinds, Inc.

2. Termination for Death or Disability. The second sentence of Section 4(b) of the Existing Agreement is hereby amended to read as follows (italics illustrate amendments):

“No severance pay or other separation benefits will be paid in the event of such termination due to death except that Employee’s beneficiaries shall be entitled to receive any earned but unpaid Base Salary, any bonus compensation to the extent earned but unpaid, any vested deferred compensation (other than pension plan or profit-sharing plan benefits which will be paid in accordance with the applicable plan), any vested Equity Awards (subject to any right of repurchase set forth in any applicable equity plan or agreement), any vested Post-Closing RSU Payments, any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”).”

3. Additional Severance Upon Termination Other Than for Cause. The second sentence of Section 4(c) of the Existing Agreement is hereby amended to read as follows (italics illustrate amendments):

“However, in the event of termination of the Employee’s employment by the Company other than for Cause, the Employee shall be entitled to receive: (i) a lump sum cash severance amount equivalent to twelve (12) months of Employee’s then current annual base salary (the “Severance Payments”), less applicable deductions; (ii) any earned but unpaid incentive compensation payments; (iii) reimbursement of the health and dental care continuation premiums for Employee and Employee’s dependents incurred by Employee to effect continuation of health and dental insurance coverage for Employee and Employee’s dependents on the same basis as active employees, for a period of twelve (12) months from the date of such termination, to the extent that Employee is eligible for and elects continuation coverage under COBRA; and (iv) solely with respect to a termination other than for Cause occurring after February 5, 2017, any Post-Closing RSU Payments, less applicable withholdings and deductions, that are due to Employee upon the vesting of such Post-Closing RSU Payments in the six (6) months after the effective date of termination.

4. Change of Control Benefits.

(a) Section 5 of the Existing Agreement is hereby amended to read as follows (italics illustrate amendments):

“5. Change of Control Benefits.

(a) In the event of termination of the Employee’s employment by the Company other than for Cause or in the event of Constructive Termination during the twelve (12) month period after the effective date of the Project Aurora Change of Control, the Employee shall be entitled to (i) any Post-Closing RSU Payments, less applicable withholdings and deductions, that are due to Employee upon the vesting of such Post-Closing RSU Payments in the two (2) years after the effective date of termination, and (ii) the consideration set forth in Section 4(c) above.

(b) In the event of termination of the Employee’s employment by the Company other than for Cause or in the event of Constructive Termination upon or during the twelve (12) month period after the effective date of a Change of Control (other than the Project Aurora Change of Control), the Employee shall be entitled to (i) immediate and full vesting of all of Employee’s outstanding and unvested Equity Awards as of the date of such termination, and (ii) the consideration set forth in Section 4(c) above.

(c) For the avoidance of doubt, in the event of a Change of Control occurring after the Amendment Effective Date but before February 5, 2017 and either a termination other than for Cause or a Constructive Termination occurring before February 5, 2017 (such that both Section 5(a) and Section 5(b) of the Agreement would apply), the Employee would not be entitled to duplication of any benefits provided under Section 4(c) of the Agreement.”

5. References in the Existing Agreement or this Amendment to “this Agreement” or “the Agreement” shall refer to the Existing Agreement as amended by this Amendment.

6. Except as expressly amended by this Amendment, the Existing Agreement is hereby ratified in its entirety and shall remain in full force and effect.

7. This Amendment may be delivered via facsimile or electronic delivery (e.g., .pdf) and may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement as of the date first set forth above.




	SOLARWINDS WORLDWIDE, LLC By: /s/ Kevin Thompson Kevin Thompson President and Chief Executive Officer
	By: /s/ Jason Bliss Jason Bliss

Exhibit 10.3

EMPLOYMENT AGREEMENT

This AGREEMENT, dated and effective as of February 1, 2015 (the “Effective Date”) by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and Joseph Kim (the “Employee”).

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1.Position and Duties.

(a) The Employee will be employed by the Company, on a full-time basis, as its Senior Vice President, Chief Technology Officer. The Employee shall report to the Chief Executive Officer or such other executive as designated by the Company (hereinafter referred to as the “Managing Executive”).

(a) Base Salary. The Company will pay Employee a base salary at the rate of $275,000.00 per year (“Base Salary”), payable in accordance with the regular payroll practices of the Company. The Base Salary shall be reviewed and subject to change from time to time by the Company in its discretion.

(b) Bonus Compensation. During employment, Employee will participate in the Company’s bonus plan as may be adopted from time to time. Employee will be eligible for a bonus targeted at 50% of Employee’s Base Salary based on the attainment of certain corporate and individual performance objectives to be determined by the Company. All payments under this Section 2(b) will be made in accordance with the Company’s bonus plan and the regular payroll

practices of the Company and the bonus percentage and payment terms shall be reviewed and subject to change from time to time by the Company in its discretion.

(c) Equity Awards. Subject to approval by the Company’s or its direct or indirect parent’s (“Parent”) Board of Directors (or similar governing body with respect to Parent), the Company and/or Parent shall grant the Employee the following:

(i) 3,328 restricted stock units pursuant to the Company’s 2015 Performance Incentive Plan, representing the right to obtain common stock of the Company upon vesting (subject to the terms of the Merger Agreement (as defined below)); and

(ii) pursuant to an incentive equity grant agreement in form and substance satisfactory to Parent and concurrently with the incentive equity grants provided to other employees holding a position of senior vice president following the consummation of the transaction (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Project Aurora Holdings, LLC, Project Aurora Merger Corp. and SolarWinds, Inc. dated as of October 21, 2015 (the “Merger Agreement”), incentive equity of Parent (in such form as determined by Parent in its sole discretion) representing 1.375 % of the aggregate incentive equity pool available for grant at the time of such grant under Parent’s U.S. employee incentive equity plan (“NewCo Plan”).

The terms of the equity awards (x) pursuant to Section 2(c)(i), including a vesting schedule consistent with the Company’s standard vesting schedule for each equity award, will be set out in the Company’s equity plans and the applicable agreements and (y) pursuant to Section 2(c)(ii) will be set out in Parent’s equity plans and applicable agreements. The incentive equity grant representing 1.375% of the aggregate incentive equity pool available, determined by Parent in its sole discretion, is currently estimated to be approximately 110,000 shares based on the intended capitalization of Parent after the closing of the Merger. The actual number of shares may differ at the time of grant.

(f) Reimbursement of Certain Relocation-Related Costs.

(i) The Company will reimburse Employee for:

(1) reasonable costs of Employee’s move from Connecticut to a location reasonably nearby one of the Company’s U.S. offices as selected by Employee (the “New Location”). For clarity, these costs would include but not be limited to one-way airfare for Employee and his immediate family, and moving services such as transportation of goods;

(2) reasonable costs of a temporary storage unit in the New Location for up to 30 days;

(3) customary closing costs associated with Employee’s purchase of real property in the New Location;

(4) customary realtor fees associated with the sale of Employee’s home in Connecticut;

(5) reasonable costs of one-way transportation of up to two (2) vehicles from Connecticut to the New Location;

(6) reasonable costs of renting a vehicle related to the Employee’s relocation for a maximum period of ten (10) days, whether or not such rental occurs at Employee’s current location or the New Location; and

(7) reasonable costs of a furnished apartment for Employee in the New Location for a period of up to 60 days after Employee’s start date.

(ii) To receive the reimbursement benefits set forth in Section 2(f)(i), Employee must submit reasonable substantiation and documentation as the Company may specify and receive prior written approval (which may be in the form of email) from the Company’s Chief Financial Officer of the proposed costs.

(iii) Employee will relocate his permanent residency to the New Location on or prior to December 31, 2016, provided that a breach of this provision shall not be deemed to be a material breach of this Agreement for purposes of Section 4(a).

4. Termination of Employment. The Employee’s employment under this Agreement shall continue until terminated pursuant to this Section 4.

Managing Executive, after Employee has received a written demand for performance from the Managing Executive that sets forth the factual basis for the Company’s belief that Employee has not substantially performed Employee’s duties or willfully disregarded directives from the Managing Executive; (ii) the Employee’s moral turpitude, dishonesty or gross misconduct in the performance of Employee’s duties or which has materially and demonstrably injured the finances or future business of the Company or any of its Affiliates as a whole; (iii) the Employee’s material breach of this Agreement or the EPIA; or (iv) the Employee’s conviction of, or confession or plea of no contest to, any felony or any other act of fraud, misappropriation, embezzlement, or the like involving the Company’s property; provided, however, that no such act or event described in clauses (i) and (iii) of this paragraph (a) shall constitute Cause hereunder if the Employee has fully cured such act or event during the applicable fifteen (15) day notice period.

“Severance Payments”), less applicable deductions; (ii) any earned but unpaid incentive compensation payments; and (iii) reimbursement of the health and dental care continuation premiums for Employee and Employee’s dependents incurred by Employee to effect continuation of health and dental insurance coverage for Employee and Employee’s dependents on the same basis as active employees, for a period of twelve (12) months from the date of such termination, to the extent that Employee is eligible for and elects continuation coverage under COBRA. Any obligation of the Company to provide the Employee severance payments under this Section 4(c) is conditioned, however, upon the Employee signing and not revoking a release of claims in the form provided by the Company and reasonably acceptable to Employee that becomes effective no later than seventy-four (74) days following the Employee’s termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”). If the release does not become effective by the Release Deadline, the Employee will forfeit any rights to severance payments under this Section 4(c). In no event will severance payments or benefits be paid or provided until the release actually becomes effective. In the event the termination occurs at a time during the calendar year where the release could become effective in the calendar year following the calendar year in which the Employee’s termination occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Compensation (as defined below) will be paid or provided on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, the later of (i) the Release Deadline, or (ii) the Deferred Compensation Delayed Payment Date (as defined in Section 7 below).

5. Change of Control Benefits. In the event of termination of the Employee’s employment by the Company other than for Cause or in the event of Constructive Termination upon or during the twelve (12) month period after the effective date of a Change of Control, the Employee shall be entitled to (i) a lump sum cash severance amount equivalent to three (3) months of Employee’s then current annual base salary; (ii) except as otherwise set forth in any incentive equity grant agreement entered into after the date hereof with respect to the issuance of incentive equity of Parent including pursuant to Section 2(c)(ii)(A) (which such agreement shall exclusively govern the vesting terms of any equity granted thereunder), all of Employee’s unvested Stock Options and RSUs from all of Employee’s then-outstanding equity award grants that would be subject to vesting or lapse within 2 years of termination shall immediately and fully vest as of the date of such termination, and (iii) the Employee shall receive the consideration set forth in Section 4(c) above; provided that, strictly for purposes of this Section 5, the consummation of the Merger shall not be deemed to be a Change of Control.

6. Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 6, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then the Employee’s severance benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the cash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 6 will be made in writing by an independent firm selected by the Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to the change of control, whose determination will be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and the Employee will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 6. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 6.

8. Definitions. For purposes of this Agreement, the following definitions apply:

Employee may not resign for Constructive Termination unless Employee first provides the Company with written notice of the acts or events constituting the grounds for “Constructive Termination” within ninety (90) days of the initial existence of the grounds for “Constructive Termination” and a reasonable cure period of not less than thirty (30) days following the date of such notice, and such grounds for “Constructive Termination” have not been cured during such cure period. This definition of Constructive Termination is only applicable upon a Change of Control.

10. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

14. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to the conflict of laws principles thereof.

* * *

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the Effective Date.

SOLARWINDS WORLDWIDE, LLC


By:	/s/ Kevin Thompson Name: Kevin Thompson Title: President and Chief Executive Officer

/s/ Joseph Kim

Joseph Kim

Exhibit 10.4

AMENDMENT TO EMPLOYMENT AGREEMENT

Recitals

A. The Company and Employee have entered into an Employment Agreement dated February 1, 2016 (the “Existing Agreement”). Capitalized terms that are used in this Amendment and not defined herein shall have the meanings assigned to them in the Existing Agreement.

B. In connection with the new ownership of the Company, the Company and Employee desire to amend the Existing Agreement to provide for additional severance benefits to Employee, as more particularly set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the terms and conditions set forth herein.

Amendments

1. Definitions. Effective as of the Amendment Effective Date, Section 8 of the Existing Agreement is hereby amended to add the following definitions:

“Board” means the board of directors of the Company’s ultimate parent.

“Equity Awards” means equity‑based awards granted to Employee under an equity incentive plan approved by the Board.

“Post-Closing RSU Payments” means those cash payments that may be due to Employee pursuant to Section 1.5(b) of the Merger Agreement.

2. Termination for Death or Disability. The second sentence of Section 4(b) of the Existing Agreement is hereby amended to read as follows (italics illustrate amendments):

vested Post-Closing RSU Payments, any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee's rights under such plans, and any appropriate business expenses incurred by Employee in connection with Employee’s duties hereunder, all to the date of termination (collectively “Accrued Compensation”).”

3. Additional Severance Upon Termination Other Than for Cause. The second sentence of Section 4(c) of the Existing Agreement is hereby amended to read as follows (italics illustrate amendments):

“However, in the event of termination of the Employee’s employment by the Company other than for Cause, the Employee shall be entitled to receive: (i) a lump sum cash severance amount equivalent to twelve (12) months of Employee’s then current annual base salary (the “Severance Payments”), less applicable deductions; (ii) any earned but unpaid incentive compensation payments; (iii) reimbursement of the health and dental care continuation premiums for Employee and Employee’s dependents incurred by Employee to effect continuation of health and dental insurance coverage for Employee and Employee’s dependents on the same basis as active employees, for a period of twelve (12) months from the date of such termination, to the extent that Employee is eligible for and elects continuation coverage under COBRA; and (iv) any Post-Closing RSU Payments, less applicable withholdings and deductions, that are due to Employee upon the vesting of such Post-Closing RSU Payments in the six (6) months after the effective date of termination.

4. Change of Control Benefits.

(a) Section 5 of the Existing Agreement is hereby amended to read as follows (italics illustrate amendments):

“5. Change of Control Benefits. In the event of termination of the Employee’s employment by the Company other than for Cause or in the event of Constructive Termination upon or during the twelve (12) month period after the effective date of the Change of Control, the Employee shall be entitled to (i) except as otherwise set forth in any incentive equity grant agreement entered into after February 1, 2016 with respect to the issuance of incentive equity of Parent including pursuant to Section 2(c)(ii)(A) (which such agreement shall exclusively govern the vesting terms of any equity granted thereunder), immediate and full vesting of all of Employee’s outstanding and unvested Equity Awards as of the date of such termination, and (ii) the consideration set forth in Section 4(c) above; provided that, strictly for purposes of this Section 5, the

consummation of the Merger shall not be deemed to be a Change of Control.”

5. References in the Existing Agreement or this Amendment to “this Agreement” or “the Agreement” shall refer to the Existing Agreement as amended by this Amendment.

6. Except as expressly amended by this Amendment, the Existing Agreement is hereby ratified in its entirety and shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement as of the date first set forth above.




	SOLARWINDS WORLDWIDE, LLC By: /s/ Kevin Thompson Kevin Thompson President and Chief Executive Officer
	By: /s/ Joe Kim Joe Kim

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin B. Thompson, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of SolarWinds Corporation;


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;


4.	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;


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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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:	May 8, 2020	By:	/s/ Kevin B. Thompson
			Kevin B. Thompson
			President and Chief Executive Officer (Principal Executive Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

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

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of SolarWinds Corporation for the quarterly period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin B. Thompson, as Principal Executive Officer of SolarWinds Corporation, hereby 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 SolarWinds Corporation.



Date:	May 8, 2020	By:	/s/ Kevin B. Thompson
			Kevin B. Thompson
			President and Chief Executive Officer (Principal Executive Officer)

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

In connection with the Quarterly Report on Form 10-Q of SolarWinds Corporation for the quarterly period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Barton Kalsu, as Principal Financial Officer of SolarWinds Corporation, hereby 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 SolarWinds Corporation.



Date:	May 8, 2020	By:	/s/ J. Barton Kalsu
			J. Barton Kalsu
			Chief Financial Officer (Principal Financial Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, J. Barton Kalsu, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of SolarWinds Corporation;


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;


4.	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;


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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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:	May 8, 2020	By:	/s/ J. Barton Kalsu
			J. Barton Kalsu
			Chief Financial Officer (Principal Financial Officer)