Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise indicated or the context otherwise requires, references in this section to “IronNet,” “we,” “us,” “our”, “the Company” and other similar terms refer to IronNet, Inc. and its subsidiaries after giving effect to the Merger.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report"), and the annual consolidated financial statements for the year ended January 31, 2022 and related notes included in our Annual Report on Form 10-K filed on May 2, 2022 (the "Annual Report"). The interim condensed consolidated financial statements in this Quarterly Report are presented in U.S. dollars rounded to the nearest thousand, with the amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) rounded to the nearest tenth of a million. Therefore, differences in the tables between totals and sums of the amounts listed may occur due to such rounding.
This Quarterly Report contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plan,” “design,” “may,” “should,” or similar language are intended to identify forward-looking statements.
It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. Readers of this Quarterly Report are cautioned not to place undue reliance on any such forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and in the Annual Report under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” The impact of COVID-19 and its variants, as well as geopolitical tensions, such as Russia’s recent incursion into Ukraine, may also exacerbate these risks, any of which could have a material effect on us. All forward-looking statements included herein are made only as of the date hereof. Our fiscal year end is January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ending January 31, 2023 and ended January 31, 2022 are referred to herein as "fiscal 2023" and "fiscal 2022," respectively.
Overview
GEN. Keith B. Alexander (Ret.) founded our company in 2014 to solve the major cybersecurity problem he witnessed and defined during his tenure as former head of the NSA and founding Commander of U.S. Cyber Command: You can’t defend against threats you can’t see. Our innovative approach provides the ability for groups of organizations—within an industry sector, supply chain, state or country, for example—to see, detect and defend against sophisticated cyber attacks earlier and faster than ever before.
IronNet has defined a new market category called Collective Defense. IronNet has developed the Collective Defense platform, a solution that can identify anomalous (potentially suspicious or malicious) behaviors on computer networks and share this intelligence anonymously and in real time among Collective Defense community members. Collective Defense communities comprise groups of organizations that have common risks, such as a supply chain, a business ecosystem, or across an industry sector, a state, or a country. This cybersecurity model delivers timely, actionable, and contextual alerts and threat intelligence on attacks targeting enterprise networks, and functions as an early-warning detection system for all community members.
This new platform addresses a large and unwavering compound problem: limited threat visibility for increasingly borderless enterprises across sectors and at the national level, paired with ineffective threat knowledge sharing across companies and sectors and a “go it alone” approach to cybersecurity. These operational gaps, combined with market dynamics like the increased velocity of sophisticated cyber attacks and the deepening scarcity of qualified human capital, have set our mission to transform how cybersecurity is waged.
Our Business
We have focused on the development and delivery of a suite of advanced cybersecurity capabilities for detection, alerting, situational awareness and hunt/remediation combined into a comprehensive Collective Defense platform. We compliment these capabilities, delivered to both commercial and public sector enterprises, with professional services.
Product, Subscription and Support Revenue
Our primary line of business is the delivery of integrated software capabilities through our Collective Defense platform. The platform is comprised of two flagship products:
IronDefense is an advanced Network Detection Response ("NDR") solution that uses AI-driven behavioral analytics to detect and prioritize anomalous activity inside individual enterprises. IronNet leverages advanced AI/ML algorithms to detect previously unknown threats, which are those that have not been identified and “fingerprinted” by industry researchers), in addition to screening known threats, and applies its Expert System to prioritize the severity of the behaviors—all at machine speed and cloud scale.
IronDome is a threat-sharing solution that facilitates a crowdsource-like environment in which the IronDefense threat detections from an individual company are shared among members of a Collective Defense community, consisting of our customers who have elected to permit their information to be anonymously shared and cross-correlated by our IronDome systems. IronDome analyzes threat detections across the community to identify broad attack patterns and provides anonymized intelligence back to all community members in real time, giving all members early insight into potential incoming attacks. Automated sharing across the Collective Defense community enables faster detection of attacks at earlier stages.
Our Collective Defense platform is designed to deliver strong network effects. Every customer contributing its threat data (anonymously) into the community is able to reap benefits from the shared intelligence of the other organizations. The collaborative aspect of Collective Defense, and the resulting prioritization of alerts based on their potential severity, helps address the known problem of “alert fatigue” that plagues overwhelmed security analysts.
Our Collective Defense platform is largely cloud-deployed (public or private), though it is also available in on-premise and hybrid environments, and is scalable to include small-to-medium businesses and public-sector agencies as well as multinational corporations. We provide professional cybersecurity services such as incident response and threat hunting, as well as programs to help customers assess cybersecurity governance, maturity, and readiness. Our cybersecurity services are designed to create shared long-term success measures with our customers, differentiating us from other cybersecurity vendors by working alongside customers as partners and offering consultative and service capabilities beyond implementation.
Our Collective Defense platform is a subscription-based pricing and flexible delivery model, with 82.3% of our revenue for the six months ended July 31, 2022 related to deployments involving our key public cloud providers Amazon Web Services and Microsoft Azure. We also support private cloud, or HCI such as Nutanix as well as on-premise environments through hardware and virtual options. To make it as easy as possible for customers to add Collective Defense into
18
their existing security stack, we have built a rich set of APIs that enable integrations with standard security products, including SIEM, SOAR, EDR, NGFW tools, and cloud-native logs from the major public cloud providers.
Professional Services
We sell professional services, including development of national cybersecurity strategies, cyber operations monitoring, security, training, red team, incident response and tailored maturity assessments. Revenue derived from these services is recognized as the services are delivered.
Financing to Date
Historically, we have financed our operations primarily through private placements of common stock, warrants and redeemable convertible preferred stock.
In connection with the execution of the Merger Agreement, a number of purchasers (each, a “Subscriber”) purchased an aggregate of 12,500,000 shares of our common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $125.0 million. As a result of the Merger, we also received $13.3 million held in Legacy LGL’s trust account from proceeds related to public trust shares, net of stockholder redemptions. Transaction costs related to the issuance of the trust shares were $9.0 million.
During the six months ended July 31, 2022, we incurred a net loss of $61.6 million, of which $18.6 million related to non-cash expense related to stock-based compensation, and used $41.7 million in cash to fund our operations. As of July 31, 2022, we had $9.7 million of cash on hand to continue to fund our operations.
Key Business Metrics
We monitor the following key metrics to measure our performance, identify trends, formulate business plans and make strategic decisions.
Recurring Software Customers
We believe that our ability to increase the number of subscription and other recurring contract type customers on our platform is an indicator of our market penetration, the growth of our business, and our potential future business opportunities. We have a history of growing the number of customers who have contracted for our platforms on a recurring basis, which does not include our professional services customers. Our recurring software customers include customers who have a recurring contract for either or both of our IronDefense and IronDome platforms. These platforms are generally sold together, but they also can be purchased on a standalone basis. The following table sets forth the number of recurring software customers as of the dates presented:
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|
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|
|
|
|
July 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
Recurring Software Customers |
|
|
78 |
|
|
|
51 |
|
Year-over-year growth |
|
|
77 |
% |
|
|
132 |
% |
Annual Recurring Revenue (“ARR”)
ARR is calculated at a particular measurement date as the annualized value of our then existing customer subscription contracts and the portions of other software and product contracts that are to be recognized over the course of the contracts and that are designed to renew, assuming any contract that expires during the 12 months following the measurement date is renewed on its existing terms. The following table sets forth our ARR as of the dates presented:
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|
|
July 31, |
|
|
|
2022 |
|
|
2021 |
|
|
($ in millions) |
|
Annual recurring revenue |
|
$ |
26.5 |
|
|
$ |
24.1 |
|
Year-over-year growth |
|
|
10 |
% |
|
|
24 |
% |
Because we have contracts from government entities whose back to back renewal may be delayed due to the availability of funding between budget and authorization cycles, potential changes in contract vehicles, and increased requirements, ARR may temporarily decline in periods during which these interruptions are active across reporting period ends. During the six months ended July 31, 2022, $4.2 million of ARR from such temporary interruptions adversely affected the ending ARR of $26.5 million and the annual year over year increase of 4%. Had those contracts renewed without interruption, we would have reported an ARR of $30.7 million as of July 31, 2022 and an increase of 27% from the prior year.
Dollar-Based Average Contract Length
Our dollar-based average contract length is calculated from a set of customers against the same metric as of a prior period end. Because many of our customers have similar buying patterns and the average term of our contracts is more than 12 months, this metric provides a means of assessing the degree of built-in revenue repetition that exists across our customer base.
We calculate our dollar-based average contract length as follows:
a.Numerator: We multiply the average total length of the contracts, measured in years or fractions thereof, by the respective revenue recognized for the six months ended July 31, 2022 and 2021, as applicable.
b.Denominator: We use the revenue attributable to software and product customers for the six months ended July 31, 2022 and 2021 in the numerator. This effectively represents the revenue base that is being generated by those customers.
Dollar-based average contract length is obtained by dividing the Numerator by the Denominator. Our dollar-based average contract length increased from 2.8 to 3.2 years, or 14%, as of July 31, 2022 as compared to the end of the same period in fiscal 2022. The re-emergence of longer term contracts in our average has led to the increase in our average contract length as of the end of the most recent reporting period.
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|
|
|
|
Six Months Ended July 31, |
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|
|
2022 |
|
|
2021 |
|
|
|
(in years) |
|
Dollar-based average contract length |
|
|
3.2 |
|
|
|
2.8 |
|
Calculated Billings
19
Calculated billings is a non-GAAP financial measure that we believe is a key metric to measure our periodic performance. Calculated billings represent our total revenue plus the change in deferred revenue in a period. Calculated billings in any particular period aims to reflect amounts invoiced to customers to access our software-based, cybersecurity analytics products, cloud platform and professional services, together with related support services, for our new and existing customers. We typically invoice our customers on multi-year or annual contracts in advance, either annually or monthly.
Calculated billings increased by $1.8 million, or 13%, for the six months ended July 31, 2022 as compared to the same period in fiscal 2022, and decreased by $1.3 million, or 59%, for the three months ended July 31, 2022 as compared to the same period in fiscal 2022. We expect that calculated billings will be affected by timing of entering into agreements with customers and the mix of billings in each reporting period as we typically invoice customers multi-year or annually in advance and, to a lesser extent, monthly in advance.
While we believe that calculated billings may be helpful to investors because it provides insight into the cash that will be generated from sales of our subscriptions, this metric may vary from period-to-period for a number of reasons, and therefore has a number of limitations as a quarter-to-quarter or year-over-year comparative measure. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our metric of calculated billings as a tool for comparison. Because of these and other limitations, you should consider calculated billings along with revenue and our other GAAP financial results.
The following table presents a reconciliation of revenue, the most directly comparable financial measure calculated in accordance with GAAP, to calculated billings:
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Three Months Ended July 31, |
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|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 vs 2021 |
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|
|
(in millions) |
|
|
|
|
|
|
|
Revenue |
|
$ |
6.6 |
|
|
$ |
6.1 |
|
|
|
0.5 |
|
|
|
8 |
% |
Add: Total Deferred revenue, end of period |
|
|
34.1 |
|
|
|
33.6 |
|
|
|
0.5 |
|
|
|
1 |
% |
Less: Total Deferred revenue, beginning of period |
|
|
38.5 |
|
|
|
36.2 |
|
|
|
2.3 |
|
|
|
6 |
% |
Calculated billings |
|
$ |
2.2 |
|
|
$ |
3.5 |
|
|
|
(1.3 |
) |
|
|
(59 |
)% |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
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|
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 vs 2021 |
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|
|
(in millions) |
|
|
|
|
|
|
|
Revenue |
|
$ |
13.3 |
|
|
$ |
12.5 |
|
|
|
0.9 |
|
|
|
6 |
% |
Add: Total Deferred revenue, end of period |
|
|
34.1 |
|
|
|
33.6 |
|
|
|
0.5 |
|
|
|
1 |
% |
Less: Total Deferred revenue, beginning of period |
|
|
33.6 |
|
|
|
34.0 |
|
|
|
(0.4 |
) |
|
|
(1 |
)% |
Calculated billings |
|
$ |
13.8 |
|
|
$ |
12.1 |
|
|
|
1.8 |
|
|
|
13 |
% |
Components of Our Results of Operations
Revenue
Our revenues are derived from sales of product, subscriptions, subscription-like software products and software support contracts as well as from professional services. Product, subscription and support revenues accounted for 94% our revenue in the three months ended July 31, 2022, 95% of our revenue in the same period in fiscal 2022, 95% of our revenue in the six months ended July 31, 2022, and 96% of our revenue in the same period in fiscal 2022. Professional services revenues accounted for 6% our revenue in the three months ended July 31, 2022, 5% of our revenue in the same period in fiscal 2022, 5% our revenue in the six months ended July 31, 2022, and 4% of our revenue in the same period in fiscal 2022.
Our typical customer contracts and subscriptions range from one to five years. We typically invoice customers annually, in advance. We combine intelligence dependent hardware and software licenses as well as subscription-type deliverables with the related threat intelligence and support and maintenance as a single performance obligation, as it delivers the essential functionality of our cybersecurity solution. Most companies also participate in the IronDome collective defense software solution that provides them access to our collective defense infrastructure linking participating stakeholders. As a result, we recognize revenue for this single performance obligation ratably over the expected term with the customer. Amounts that have been invoiced are recorded in deferred revenue or they are recorded in revenue if the revenue recognition criteria have been met. Judgment is required for the assessment of material rights relating to renewal options associated with our contracts.
Professional services revenues are generally sold separately from our products and include services such as development of national cyber security strategies, cyber operations monitoring, security, training, red team, incident response and tailored maturity assessments. Revenue derived from these services is recognized as the services are delivered.
Cost of Revenue
Cost of product, subscription and support revenue includes expenses related to our hosted security software, employee-related costs of our customer facing support, such as salaries, bonuses and benefits, an allocated portion of administrative costs and the amortization of deferred costs.
Cost of professional services revenue consists primarily of employee-related costs, such as salaries, bonuses and benefits, cost of contractors and an allocated portion of administrative costs.
Gross Profit
Gross profit, calculated as total revenue less total costs of revenue is affected by various factors, including the timing of our acquisition of new customers, renewals from existing customers, the data center and bandwidth costs associated with operating our cloud platform, the extent to which we expand our customer support organization, and the extent to which we can increase the efficiency of our technology and infrastructure through technological improvements. Also, we view our professional services in the context of our larger business and as a lead generator for potential future product sales. Because of these factors, our services revenue and gross profit may fluctuate over time.
Operating Expenses
Research and development
20
Our research and development efforts are aimed at continuing to develop and refine our products, including adding new features and modules, increasing their functionality, and enhancing the usability of our platform. Research and development costs primarily include personnel-related costs and acquired software costs. Research and development costs are expensed as incurred.
Sales and marketing
Sales and marketing expenses consist primarily of employee compensation and related expenses, including salaries, bonuses and benefits for our sales and marketing employees, sales commissions that are recognized as expenses over the period of benefit, marketing programs, travel and entertainment expenses, and allocated overhead costs. We capitalize our sales commissions and recognize them as expenses over the estimated period of benefit.
General and administrative
General and administrative costs include salaries, stock-based compensation expenses, and benefits for personnel involved in our executive, finance, legal, people and culture, and administrative functions, as well as third-party professional services and fees, and overhead expenses.
Other income
Other income consists primarily of interest income.
Other expense
Other expense consists primarily of interest expense and foreign currency losses.
Provision for income taxes
Provision for income taxes consists of federal and state income taxes in the United States and income taxes and withholding taxes in certain foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets.
Results of Operations
Comparison of the Three Months Ended July 31, 2022 and 2021
The following tables set forth our consolidated statement of operations data for each period presented:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 31, |
|
|
|
|
|
|
|
|
|
2022 |
|
|
Percentage of Revenue |
|
|
2021 |
|
|
Percentage of Revenue |
|
|
Change $ |
|
|
Change % |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
Product, subscription and support revenue |
|
$ |
6,214 |
|
|
|
94 |
% |
|
$ |
5,770 |
|
|
|
95 |
% |
|
$ |
444 |
|
|
|
8 |
% |
Professional services revenue |
|
|
394 |
|
|
|
6 |
% |
|
|
306 |
|
|
|
5 |
% |
|
|
88 |
|
|
|
29 |
% |
Total revenue |
|
|
6,608 |
|
|
|
100 |
% |
|
|
6,076 |
|
|
|
100 |
% |
|
|
532 |
|
|
|
9 |
% |
Cost of product, subscription and support revenue |
|
|
2,339 |
|
|
|
35 |
% |
|
|
1,668 |
|
|
|
27 |
% |
|
|
671 |
|
|
|
40 |
% |
Cost of professional services revenue |
|
|
149 |
|
|
|
2 |
% |
|
|
147 |
|
|
|
2 |
% |
|
|
2 |
|
|
|
1 |
% |
Total cost of revenue |
|
|
2,488 |
|
|
|
38 |
% |
|
|
1,815 |
|
|
|
30 |
% |
|
|
673 |
|
|
|
37 |
% |
Gross profit |
|
|
4,120 |
|
|
|
62 |
% |
|
|
4,261 |
|
|
|
70 |
% |
|
|
(141 |
) |
|
|
(3 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
9,715 |
|
|
|
147 |
% |
|
|
7,571 |
|
|
|
125 |
% |
|
|
2,144 |
|
|
|
28 |
% |
Sales and marketing |
|
|
8,754 |
|
|
|
132 |
% |
|
|
7,687 |
|
|
|
127 |
% |
|
|
1,067 |
|
|
|
14 |
% |
General and administrative |
|
|
13,433 |
|
|
|
203 |
% |
|
|
5,965 |
|
|
|
98 |
% |
|
|
7,468 |
|
|
|
125 |
% |
Total operating expenses |
|
|
31,902 |
|
|
|
483 |
% |
|
|
21,223 |
|
|
|
349 |
% |
|
|
10,679 |
|
|
|
50 |
% |
Operating loss |
|
|
(27,782 |
) |
|
|
-420 |
% |
|
|
(16,962 |
) |
|
|
-279 |
% |
|
|
(10,820 |
) |
|
|
64 |
% |
Other income |
|
|
24 |
|
|
|
0 |
% |
|
|
8 |
|
|
|
0 |
% |
|
|
16 |
|
|
|
200 |
% |
Other expense |
|
|
(664 |
) |
|
|
-10 |
% |
|
|
(248 |
) |
|
|
-4 |
% |
|
|
(416 |
) |
|
|
168 |
% |
Loss before income taxes |
|
|
(28,422 |
) |
|
|
-430 |
% |
|
|
(17,202 |
) |
|
|
-283 |
% |
|
|
(11,220 |
) |
|
|
65 |
% |
Provision for income taxes |
|
|
7 |
|
|
|
0 |
% |
|
|
35 |
|
|
|
1 |
% |
|
|
(28 |
) |
|
|
(80 |
)% |
Net loss |
|
$ |
(28,415 |
) |
|
|
-430 |
% |
|
$ |
(17,167 |
) |
|
|
-283 |
% |
|
$ |
(11,248 |
) |
|
|
66 |
% |
Revenue
Total revenue increased by $0.5 million or 9% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022.
Product, subscription and support revenue increased by $0.4 million or 8% primarily due to the net effect of the Company’s transition from contracts that had material nonrecurring elements which would not renew in full, replaced by revenues from contract forms that were designed to fully renew with legacy customers and signing new customers.
Professional services revenue increased by $0.08 million or 29% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022.
Cost of Revenue
Total cost of revenue increased by $0.7 million or 37% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022. Cost of product, subscription and support revenue increased by $0.7 million or 40% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022. The increase was due primarily to an increase in customer count and costs incurred to fully ramp cloud hosting environments related to a significant revenue customer that was onboarded in fiscal year 2021.
Cost of professional service cost of revenue increased by an immaterial amount in the three months ended July 31, 2022, as compared to the same period in fiscal 2022.
Gross Profit and Gross Margin
Mixed changes in cost of revenue resulted in a decrease in product, subscription and support gross margin to 62% in the three months ended July 31, 2022, as compared to 71% in the same period in fiscal 2022, and an increase in professional services gross margin to 62% in the three months ended July 31, 2022 as compared to 52% in the same period in fiscal 2022. The period over period decrease in margin for software was primarily the result of cloud costs for a
21
significant revenue customer that ramped up in the second half of fiscal 2022 and an increase in warranty costs related to inventory held in readiness for large future contracts as well as duplicative charges that occurred while certain customers transitioned from their on-premises to cloud hosted deployment formats. Professional services margin will continue to be volatile contract to contract.
The following tables show gross profit and gross margin, respectively, for product, subscription and support revenue and professional services revenue for the three months ended July 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 31, |
|
|
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
Change $ |
|
|
Change % |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
Product, subscription and support gross profit |
|
$ |
3,875 |
|
|
$ |
4,102 |
|
|
$ |
(227 |
) |
|
|
(6 |
)% |
Professional services gross profit |
|
|
245 |
|
|
|
159 |
|
|
|
86 |
|
|
|
54 |
% |
Total gross profit |
|
$ |
4,120 |
|
|
$ |
4,261 |
|
|
$ |
(141 |
) |
|
|
(3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 31, |
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
Change |
|
Product, subscription and support margin |
|
|
62.4 |
% |
|
|
71.1 |
% |
|
|
(8.7 |
)% |
Professional services margin |
|
|
62.2 |
% |
|
|
52.0 |
% |
|
|
10.2 |
% |
Total gross margin |
|
|
62.3 |
% |
|
|
70.1 |
% |
|
|
(7.8 |
)% |
Operating expenses
Research and development
Research and development expenses increased by $2.1 million or 28% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily due to non-cash stock compensation expenses of $1.5 million. The remaining increase of $0.6 million was driven by the ramping of external costs to support product development and the increase in internal headcount, with some increase driven by cloud computing costs.
Sales and marketing
Sales and marketing cost increased by $1.1 million or 14% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily due to non-cash stock compensation of $0.2 million. The remaining increase of $0.9 million is due to the expansion of our sales and marketing efforts.
General and administrative
General and administrative costs increased by $7.5 million or 125% in the three months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily due to non-cash stock compensation of $5.5 million, an increase in costs related to becoming a publicly traded company, and the overall efforts to support business operations, including increased headcount, directors and officers insurance costs, and the implementation of systems to support operations as a public company.
Other income
The net fluctuation of other income was immaterial to the results of operations.
Other expense
Other expense increased by $0.4 million or 168% in the three months ended July 31, 2022 as compared to the same period in fiscal 2022, primarily as the result of a cumulative impact of foreign currency losses.
Provision for income taxes
The change in provision for income taxes was immaterial to the results of operations primarily due to our continued net loss position, the accumulation of net loss carryforwards, and offsetting valuation allowance.
Comparison of the Six Months Ended July 31, 2022 and 2021
The following tables set forth our consolidated statement of operations data for each period presented:
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
|
|
|
|
|
|
|
|
|
2022 |
|
|
Percentage of Revenue |
|
|
2021 |
|
|
Percentage of Revenue |
|
|
Change $ |
|
|
Change % |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
Product, subscription and support revenue |
|
$ |
12,657 |
|
|
|
95 |
% |
|
$ |
11,907 |
|
|
|
96 |
% |
|
$ |
750 |
|
|
|
6 |
% |
Professional services revenue |
|
|
639 |
|
|
|
5 |
% |
|
|
546 |
|
|
|
4 |
% |
|
|
93 |
|
|
|
17 |
% |
Total revenue |
|
|
13,296 |
|
|
|
100 |
% |
|
|
12,453 |
|
|
|
100 |
% |
|
|
843 |
|
|
|
7 |
% |
Cost of product, subscription and support revenue |
|
|
4,669 |
|
|
|
35 |
% |
|
|
3,422 |
|
|
|
27 |
% |
|
|
1,247 |
|
|
|
36 |
% |
Cost of professional services revenue |
|
|
314 |
|
|
|
2 |
% |
|
|
331 |
|
|
|
3 |
% |
|
|
(17 |
) |
|
|
(5 |
)% |
Total cost of revenue |
|
|
4,983 |
|
|
|
37 |
% |
|
|
3,753 |
|
|
|
30 |
% |
|
|
1,230 |
|
|
|
33 |
% |
Gross profit |
|
|
8,313 |
|
|
|
63 |
% |
|
|
8,700 |
|
|
|
70 |
% |
|
|
(387 |
) |
|
|
(4 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
20,442 |
|
|
|
154 |
% |
|
|
14,462 |
|
|
|
116 |
% |
|
|
5,980 |
|
|
|
41 |
% |
Sales and marketing |
|
|
19,420 |
|
|
|
146 |
% |
|
|
14,836 |
|
|
|
119 |
% |
|
|
4,584 |
|
|
|
31 |
% |
General and administrative |
|
|
29,020 |
|
|
|
218 |
% |
|
|
11,685 |
|
|
|
94 |
% |
|
|
17,335 |
|
|
|
148 |
% |
Total operating expenses |
|
|
68,882 |
|
|
|
518 |
% |
|
|
40,983 |
|
|
|
329 |
% |
|
|
27,899 |
|
|
|
68 |
% |
Operating loss |
|
|
(60,569 |
) |
|
|
-456 |
% |
|
|
(32,283 |
) |
|
|
-259 |
% |
|
|
(28,286 |
) |
|
|
88 |
% |
Other income |
|
|
34 |
|
|
|
0 |
% |
|
|
16 |
|
|
|
0 |
% |
|
|
18 |
|
|
|
113 |
% |
Other expense |
|
|
(1,044 |
) |
|
|
-8 |
% |
|
|
(377 |
) |
|
|
-3 |
% |
|
|
(667 |
) |
|
|
177 |
% |
Loss before income taxes |
|
|
(61,579 |
) |
|
|
-463 |
% |
|
|
(32,644 |
) |
|
|
-262 |
% |
|
|
(28,935 |
) |
|
|
89 |
% |
Provision for income taxes |
|
|
(5 |
) |
|
|
0 |
% |
|
|
(23 |
) |
|
|
0 |
% |
|
|
18 |
|
|
|
(78 |
)% |
Net loss |
|
$ |
(61,584 |
) |
|
|
-463 |
% |
|
$ |
(32,667 |
) |
|
|
-262 |
% |
|
$ |
(28,917 |
) |
|
|
89 |
% |
Revenue
Total revenue increased by $0.8 million or 7% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022.
Product, subscription and support revenue increased by $0.8 million or 6% primarily due to the net effect of the Company’s transition from contracts that had material nonrecurring elements which would not renew in full, replaced by revenues from contract forms that were designed to fully renew with legacy customers and signing new customers.
Professional services revenue increased by $0.09 million or 17% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022.
Cost of Revenue
Total cost of revenue increased by $1.2 million or 33% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022. Cost of product, subscription and support revenue increased by $1.2 million or 36% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022. The increase was due primarily to an increase in customer count, costs incurred to fully ramp cloud hosting environments related to a significant revenue customer that was onboarded in fiscal year 2021.
Cost of professional services revenue decreased by $0.01 million in the six months ended July 31, 2022, as compared to the same period in fiscal 2022.
Gross Profit and Gross Margin
Mix changes in cost of revenue resulted in a decrease in product, subscription and support gross margin to 63% in the six months ended July 31, 2022, as compared to 71% in the same period in fiscal 2022, and an increase in professional services gross margin to 51% in the six months ended July 31, 2022, as compared to 39% in the same period in fiscal 2022. The period over period decrease in margin for software was primarily the result of cloud costs for a significant revenue customer that ramped up in the second half of fiscal 2022 and an increase in warranty costs related to inventory held in readiness for large future contracts as well as duplicative charges that occurred while certain customers transitioned from their on-premises to cloud hosted deployment formats. Without the warranty costs related to inventory on hand, software margins would have been 70%. Professional services margin will continue to be volatile contract to contract.
The following tables show gross profit and gross margin, respectively, for product, subscription and support revenue and professional services revenue for the six months ended July 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
|
|
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
Change $ |
|
|
Change % |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
Product, subscription and support gross profit |
|
$ |
7,988 |
|
|
$ |
8,485 |
|
|
$ |
(497 |
) |
|
|
(6 |
)% |
Professional services gross profit |
|
|
325 |
|
|
|
215 |
|
|
|
110 |
|
|
|
51 |
% |
Total gross profit |
|
$ |
8,313 |
|
|
$ |
8,700 |
|
|
$ |
(387 |
) |
|
|
(4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
Product, subscription and support margin |
|
|
63.1 |
% |
|
|
71.3 |
% |
|
|
(8.2 |
)% |
Professional services margin |
|
|
50.9 |
% |
|
|
39.4 |
% |
|
|
11.5 |
% |
Total gross margin |
|
|
62.5 |
% |
|
|
69.9 |
% |
|
|
(7.4 |
)% |
Operating expenses
Research and development
Research and development expenses increased by $6.0 million or 41% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily due to non-cash stock compensation expenses of $4.0 million and ramping resources to support product development. The remaining increase of $2.0 million was driven by the ramping of external costs to support product development and the increase in internal headcount, with some increase driven by cloud computing costs.
23
Sales and marketing
Sales and marketing cost increased by $4.6 million or 31% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily due to non-cash stock compensation of $2.0 million. The remaining increase of $2.6 million is due to the expansion of our sales and marketing efforts.
General and administrative
General and administrative costs increased by $17.3 million or 148% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily due to non-cash stock compensation of $12.5 million and an increase in costs related to becoming a publicly traded company and the overall efforts to support business operations, including increased headcount, directors and officers insurance costs, and the implementation of systems to support operations as a public company.
Other income
The net fluctuation of other income was immaterial to the results of operations.
Other expense
Other expense increased by $0.7 million or 177% in the six months ended July 31, 2022, as compared to the same period in fiscal 2022, primarily as the result of a settlement of a pre-Merger claim against LGL and the cumulative impact of foreign currency losses.
Provision for income taxes
The change in provision for income taxes was immaterial to the results of operations primarily due to our continued net loss position, the accumulation of net loss carryforwards, and offsetting valuation allowance.
Liquidity and Capital Resources
Sources of Liquidity
We have incurred losses and negative cash flows from operations since inception. Through July 31, 2022, we have funded our operations with proceeds from sales of common stock and redeemable convertible preferred stock, proceeds related to the public trust shares held by Legacy LGL that were received as part of the Merger and recapitalization, loans, and receipts from sales of our products and services to customers in the ordinary course of business. As of July 31, 2022, we had cash and cash equivalents of $9.7 million, with no debt outstanding as of that date. Our primary source of liquidity is cash flows from operating activities, which may be supplemented by our equity line of credit facility described below and other future financing agreements, including the convertible debt facility signed on the date of this report (see Note 14 to the financial statements included in this report for additional information).
Tumim Stone Capital Committed Equity Financing
On February 11, 2022, we entered into the Purchase Agreement with Tumim, pursuant to which Tumim has committed to purchase up to $175 million of common stock (the “Total Commitment”), at our direction from time to time, subject to the satisfaction of the conditions in the Purchase Agreement. Also on February 11, 2022, we entered into a registration rights agreement with Tumim (the “Registration Rights Agreement”), pursuant to which we have filed with the SEC a registration statement to register for resale under the Securities Act the shares of common stock that may be issued to Tumim under the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we paid a cash fee of $1.75 million, or 1% of the Total Commitment, to Tumim as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement.
The sales of common stock by us to Tumim under the Purchase Agreement, if any, will be subject to certain limitations and may occur, from time to time at our sole discretion, over the approximately 36-month period commencing upon the date of initial satisfaction of all conditions to Tumim’s purchase obligations set forth in the Purchase Agreement (the “Commencement Date”). From and after the Commencement Date, we will have the right, but not the obligation, from time to time at our sole discretion, to direct Tumim to purchase certain amounts of our common stock, subject to certain limitations in the Purchase Agreement, that we specify in purchase notices that we deliver to Tumim under the Purchase Agreement (each such purchase, a “Purchase”). Shares of common stock will be issued to Tumim at either a (i) 3% discount to the average daily volume weighted average price (the “VWAP”) of the common stock during the three consecutive trading days from the date that a purchase notice with respect to a particular purchase (a “VWAP Purchase Notice”) is delivered to Tumim (a “Forward VWAP Purchase”), or (ii) 5% discount to the lowest daily VWAP during the three consecutive trading days from the date that a VWAP Purchase Notice with respect to a particular purchase is delivered to Tumim (an “Alternative VWAP Purchase”). Each VWAP Purchase Notice to Tumim will specify whether the applicable purchase is a Forward VWAP Purchase or an Alternative VWAP Purchase, and will direct that Tumim purchase the applicable number of shares of common stock at the applicable purchase price. There is no upper limit on the price per share that Tumim could be obligated to pay for the common stock under the Purchase Agreement. The purchase price per share of common stock to be sold in a Purchase will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.
Based on the current price of our common stock as of the date of this report, we estimate that we would be able to raise approximately $20 million in proceeds under the Purchase Agreement due to the ownership limitations set forth in the Purchase Agreement.
Outlook
Based on our current operating plan, management believes that we do not have sufficient cash and cash equivalents on hand to support current operations for at least one year from the date of issuance of the condensed consolidated financial statements. Management has concluded that this circumstance raises substantial doubt about our ability to continue as a going concern.
Our estimate does not take into account potential sales of our common stock to Tumim under the Purchase Agreement, or payments under potential contracts with strategic customers. We also plan to reduce certain expenses over the next several quarters in an effort to make the most effective use of our cash on hand.
Our future capital requirements will continue to depend on many factors, including, but not limited to, our ability to attract and retain customers and their willingness and ability to pay for our products and services, and the timing and extent of spending to support our efforts to market and develop our products. Further, we may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies. As such, we may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If additional funds are not available to us on acceptable terms, or at all, our business, financial condition, and results of operations would be adversely affected.
Cash Flows
For the Six Months Ended July 31, 2022 and 2021
The following table summarizes our cash flows for the periods presented:
24
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
(in millions) |
|
Net cash used in operating activities |
$ |
|
(41.7 |
) |
$ |
|
(31.2 |
) |
Net cash used in investing activities |
$ |
|
(1.7 |
) |
$ |
|
(1.2 |
) |
Net cash provided by financing activities |
$ |
|
5.6 |
|
$ |
|
15.1 |
|
Operating Activities
Net cash used in operating activities during the six months ended July 31, 2022 was $41.7 million, which primarily resulted from a net loss of $61.6 million, primarily driven by growth-related operating expenses exceeding the gross profits from sales, adjusted for non-cash charges of $20.0 million and net cash inflows of $0.1 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $18.6 million of stock compensation expense and $1.2 million of depreciation and amortization expense. Cash used in operating activities during the six months ended July 31, 2022 was primarily driven by a decrease in accrued expenses of $1.1 million, offset from the change in inventory of $2.0 million, which is the result of timing of new customer contracts.
Net cash used in operating activities during the six months ended July 31, 2021 was $31.2 million, which resulted from a net loss of $32.7 million, primarily driven by growth-related operating expenses exceeding the gross profits from sales, adjusted for non-cash charges of $0.5 million and net cash inflows of $1.0 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $0.4 million of depreciation and amortization expense. Cash used in operating activities during the six months ended July 31, 2021 benefited from the change in accrued expenses of $3.0 million, offset from the change in accounts receivable of $1.2 million, which is the result of timing of new customer contracts.
The $10.5 million increase in net cash used in operating activities in the six months ended July 31, 2022 as compared to the same period in fiscal 2022 was driven by an increase in cash operating expenses of approximately $8.7 million, primarily due to the new recurring costs of operating as a public company of $4.2 million and increases in sales and marketing expense of $2.5 million and research and development costs of $2.0 million, an increase in accrued expenses of $3.5 million and an increase in prepaid inventory of $1.9 million, offset by a decrease in receivables of $1.8 million, a decrease in prepaid expenses of $1.6 million, and other minor cash activity.
Investing Activities
Net cash used in investing activities of $1.7 million and $1.2 million during the six months ended July 31, 2022 and 2021, respectively, was due solely to purchases of property and equipment.
Financing Activities
Net cash provided by financing activities of $5.6 million during the six months ended July 31, 2022 was primarily due to $7.4 million net cash proceeds received to fund employees' tax withholding obligations associated with vested RSUs, which is disbursed to the appropriate taxing authorities, offset by the $1.8 million payment to Tumim for the commitment fee in connection with the equity line.
Net cash provided by financing activities of $15.1 million during the six months ended July 31, 2021 was primarily due to net proceeds from issuing common stock for $0.3 million, proceeds from stock subscriptions for $0.3 million and $15 million from the loan issued during the six months ended July 31, 2021, offset by payment of deferred transaction costs of $0.5 million.
Contractual Obligations
Our principal commitments consist of lease obligations for office space. For more information regarding our lease obligations, see Note 8 to the interim condensed consolidated financial statements.
We have made and expect to continue to make additional investments in our product, scale our operations, and continue to enhance our security measures. We will continue to expand the use of software systems to scale with our overall growth.
Following the issuance of the unsecured convertible promissory note to 3i under the newly signed debt facility (see Note 14 to the financial statements included in this report), we will be obligated to repay amounts borrowed, unless earlier converted into shares of our common stock under the terms of the promissory note.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with GAAP. The preparation of these financial statements require us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
The critical accounting policies, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.
Revenue Recognition
Our revenues are derived from sales of product, subscriptions, support and maintenance, and other services. We satisfy performance obligations to recognize revenue for a single performance obligation ratably over the expected term with the customer.
Revenue is recognized when all of the following criteria are met:
1.Identification of the contract, or contracts, with a customer—A contract with a customer to account for exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which we will be entitled in exchange for goods or services that will be transferred is probable based on the customer’s intent and ability to pay the promised consideration.
2.Identification of the performance obligations in the contract—Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.
25
3.Determination of the transaction price—The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
4.Allocation of the transaction price to the performance obligations in the contract—We allocate the transaction price to each performance obligation based on the amount of consideration expected to be received in exchange for transferring goods and services to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation on a relative standalone selling price based on the observable selling price of our products and services.
5.Recognition of revenue when, or as, we satisfy performance obligations—We satisfy performance obligations either over time or at a point in time. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer.
Costs to Obtain or Fulfill a Contract
We capitalize incremental costs of obtaining a non-cancelable subscription and support revenue contract and on professional services revenue as contract acquisition costs. The capitalized amounts consist primarily of sales commissions paid to our direct sales force. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. Amortization of capitalized costs, which occurs on a straight line basis, is included in sales and marketing expense in the accompanying condensed consolidated statements of operations. Contract fulfillment costs include appliance hardware and installation costs that are essential in providing the future benefit of the solution, which are also capitalized. We amortize our contract fulfillment costs ratably over the contract term in a manner consistent with the related revenue recognition on that contract and are included in cost of revenue.
Stock-Based Compensation
Stock compensation expense for stock options is recognized on a straight line basis and with a provision for forfeitures matched to historical experience for matured grant cohorts. Stock compensation expense for RSUs granted under the 2014 Plan, which contain both service and performance conditions, is recognized on a graded-scale basis matched to the length and vesting tranches for each grant. Stock compensation expense for RSUs granted under the 2021 Plan have only service vesting conditions. Expense will be recognized on a straight-line basis for all RSU awards with only service conditions. In the event that a RSU grant holder is terminated before the award is fully vested for RSUs granted under either Plan, the full amount of the unvested portion of the award will be recognized as a forfeiture in the period of termination. The fair value of RSUs is based on the fair value of our common stock on the date of the grant.
We use the Black-Scholes pricing model to estimate the fair value of options on the date of grant. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. We grant stock options at exercise prices determined equal to the fair value of common stock on the date of the grant. The fair value of our common stock at each measurement date is based on a number of factors, including the results of third-party valuations, our historical financial performance, and observable arms-length sales of our capital stock including convertible preferred stock, and the prospects of a liquidity event, among other inputs. We estimate an expected forfeiture rate for stock options, which is factored into the determination of stock-based compensation expense. The volatility assumption is based on the historical and implied volatility of our peer group with similar business models. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield percentage is zero because we do not currently pay dividends nor do we intend to do so in the future.
These estimates involve inherent uncertainties and the use of different assumptions may have resulted in stock-based compensation expense that was different from the amounts recorded.
As of July 31, 2022, there was $48.5 million of unrecognized compensation cost related to unvested RSUs without performance obligations. The weighted average remaining vesting period was 3.25 years.
Leases
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Section A- Leases: Amendments to the FASB Accounting Standards Codification. The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. We adopted this standard and related amendments in the first quarter of fiscal 2023, using the modified retrospective approach.
The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date. We also elected the practical expedient lease considerations to not allocate lease considerations between lease and non-lease components for real estate leases. As such, real estate lease considerations are treated as a single lease-component and accounted for accordingly.
We applied a portfolio approach to effectively account for the lease liabilities and right-of-use lease assets. We exclude leases with an initial term of 12 months or less from the application of Topic 842.
Adoption of the new standard resulted in the recording of $1.1 million and $2.7 million of current lease liabilities and long-term lease liabilities, respectively, and $2.9 million in corresponding right-of-use lease assets. The difference between the approximate value of the right-of-use lease assets and lease liabilities is attributable to deferred rent, which is comprised of tenant improvement allowance and rent abatement. The cumulative change in the beginning accumulated deficit was $0.02 million due to the adoption of Topic 842. There was no material impact on the Company’s condensed consolidated statement of operations or consolidated statements cash flows. Comparative periods continue to be presented in accordance with legacy guidance in Topic 840.
Recently Issued Accounting Standards
Refer to Note 1, Organization and summary of changes in significant accounting policies, of the notes to our unaudited condensed consolidated financial statements included in this Form 10-Q for our assessment of recently issued and adopted accounting standards.
Commitments and Contingencies
Refer to Note 7, Commitments and contingencies, of the notes to our unaudited condensed consolidated financial statements included in this Form 10-Q.
Emerging Growth Company (“EGC”) Status
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. We have elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may or may not be comparable to companies that comply with new or revised accounting pronouncements as of public companies’ effective dates.
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