QUALYS, INC. 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   Market Information   Our common stock is listed and traded on the Nasdaq Global Select Market under the symbol “QLYS”.   Holders of Record   As of February 12, 2021, there were approximately 63 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.   Dividend Policy   We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund business development and growth, and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.   Securities Authorized for Issuance under Equity Compensation Plans   The following table summarizes information about our equity compensation plans as of December 31, 2020. All outstanding awards relate to our common stock.   Plan Category   (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights     (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights     (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)   Equity compensation plans approved by security holders (1)     2,215,442     $ 59.07       6,628,383 (2) Equity compensation plans not approved by security holders     —     $ —       —     (1) Equity compensation plans approved by stockholders include our 2000 Equity Incentive Plan (2000 Plan), and our 2012 Equity Incentive Plan (2012 Plan). Prior to our initial public offering, we issued securities under our 2000 Equity Incentive Plan. Following our initial public offering, we issued securities under our 2012 Plan. (2) Represents shares reserved for issuance under our 2012 Plan, under which incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance units and performance shares are authorized for grant to eligible participants.   36 Table of Contents   Stock Price Performance Graph   The following graph shows a comparison from December 31, 2015 through December 31, 2020 of the cumulative total return for an investment of $100 (and the reinvestment of dividends) in our common stock, the NASDAQ Global Select Market Composite Index and the NASDAQ Computer Index and the S&P 500 Index. Such returns are based on historical results and are not intended to suggest future performance.   COMPARISON OF CUMULATIVE TOTAL RETURN* Among Qualys, Inc., NASDAQ-Global Select Market Composite Index, and NASDAQ Computer Index and S&P 500 Index   * $100 invested on 12/31/15 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.         December 31, 2015     December 31, 2016     December 31, 2017     December 31, 2018     December 31, 2019     December 31, 2020   Qualys, Inc.   $ 100.00     $ 95.65     $ 179.36     $ 225.87     $ 251.95     $ 368.30   NASDAQ Global Select Market   $ 100.00     $ 107.59     $ 138.18     $ 133.10     $ 180.49     $ 258.17   NASDAQ Computer   $ 100.00     $ 112.27     $ 155.80     $ 150.06     $ 225.59     $ 338.35   S&P 500   $ 100.00     $ 111.96     $ 136.40     $ 130.42     $ 171.49     $ 203.04     The information on the above Stock Price Performance Graph shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference into any registration statement or other document filed by us with the SEC, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.   37 Table of Contents   Purchases of Equity Securities by the Issuer and Affiliated Purchasers   On February 5, 2018, our board of directors authorized a $100.0 million two-year share repurchase program, which was announced on February 12, 2018. On each of October 30, 2018, October 30, 2019, May 7, 2020 and February 10, 2021, we announced that our board of directors had authorized an increase of $100.0 million to the share repurchase program, resulting in an aggregate authorization of $500.0 million. Shares may be repurchased from time to time on the open market in accordance with Rule 10b-18 of the Exchange Act of 1934, including pursuant to a pre-set trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act, until February 14, 2022. All share repurchases were made using cash resources.   A summary of our repurchases of common stock during the fourth quarter of 2020 is as follows:   Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plan or Program     Approximate Dollar Value of Shares that May Yet Be Purchased under the Plan or Program   October 1, 2020 - October 31, 2020     121,000     $ 98.18       121,000     $ 124,770,122   November 1, 2020 - November 30, 2020     110,000     $ 91.86       110,000     $ 114,663,821   December 1, 2020 - December 31, 2020     121,000     $ 106.27       121,000     $ 101,802,968 (1) Total     352,000               352,000             (1) Does not reflect the $100 million increase to our share repurchase program announced on February 10, 2021.   38 Table of Contents   Item 6. Selected Consolidated Financial Data   The following selected consolidated financial data should be read in conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future, and the results for the year ended December 31, 2020 are not necessarily indicative of operating results to be expected for any other period.         As of December 31,       2020     2019     2018     2017     2016       (in thousands, except per share data)   Consolidated Statements of Operations Data:                                         Revenues   $ 362,963     $ 321,607     $ 278,889     $ 230,828     $ 197,925   Income from operations   $ 96,654     $ 72,253     $ 50,361     $ 37,243     $ 30,107   Net income   $ 91,572     $ 69,336     $ 57,304     $ 40,440     $ 19,224   Net income per share                                         Basic   $ 2.34     $ 1.77     $ 1.47     $ 1.08     $ 0.55   Diluted   $ 2.24     $ 1.68     $ 1.37     $ 1.01     $ 0.50         As of December 31,       2020     2019     2018     2017     2016       (in thousands)   Consolidated Balance Sheet Data:                                         Cash, cash equivalents and short-term marketable securities   $ 356,024     $ 298,890     $ 289,166     $ 288,414     $ 243,856   Long-term marketable securities   $ 98,458     $ 119,508     $ 76,710     $ 67,224     $ 45,725   Total assets   $ 736,819     $ 675,608     $ 585,680     $ 537,525     $ 407,004   Deferred revenues, current   $ 213,494     $ 192,172     $ 164,624     $ 143,186     $ 114,964   Deferred revenues, noncurrent   $ 30,540     $ 20,935     $ 20,423     $ 17,136     $ 15,528   Total stockholders’ equity   $ 404,482     $ 386,803     $ 357,989     $ 343,544     $ 258,413     39 Table of Contents