UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2021, Appgate, Inc. (Appgate) issued a press release announcing its third quarter 2021 earnings. A copy of Appgate’s press release is attached hereto and furnished as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
The information in this Item 2.02, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing made by Appgate under the Securities Act of 1933 (the Securities Act) or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On November 10, 2021, Appgate released an Investor Presentation, dated November 10, 2021. A copy of Appgate’s Investor Presentation is attached hereto and furnished as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. The Investor Presentation is also available on Appgate’s investor relations website at ir.appgate.com.
The information in this Item 7.01, including the accompanying Exhibit 99.2, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing made by Appgate under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
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 hereunto duly authorized.
Dated: November 10, 2021 | Appgate, Inc. | |
By: | /s/ Barry Field | |
Barry Field | ||
Chief Executive Officer |
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Exhibit 99.1
Appgate Announces Third Quarter Fiscal 2021 Financial Results
Third quarter revenue of $11.5 million, an increase of 69% year-over-year
Annual recurring revenue (ARR) of $30.9 million, an increase of 47% year-over-year
Net revenue retention of 130%
MIAMI, FL ‒ November 10, 2021 ‒ Appgate, Inc. (OTC: APGT) (“Appgate” or the “Company”), the secure access company, today announced financial and operational results for the third quarter 2021. Appgate’s full financial results will be filed on Form 8-K/A with the Securities and Exchange Commission (“SEC”) after market close as an amendment to Appgate’s previously filed Form 8-K in connection with the closing of the merger with Newtown Lane Marketing, Incorporated (“Newtown”) filed on October 15, 2021. Appgate intends to seek to uplist to Nasdaq or the New York Stock Exchange as soon as possible following satisfaction of applicable listing requirements, which is expected to occur during the first half of 2022.
“We are thrilled to be joining the public markets during an exciting time for Appgate as customers continue to modernize their security stack with Appgate’s portfolio of solutions,” said Barry Field, CEO of Appgate. “Appgate continues to deliver impressive growth and is well positioned to sustain this trajectory as organizations invest aggressively to embrace the new paradigm of security principles based on Zero Trust.”
Third Quarter Fiscal 2021 Financial Highlights
● | Revenue: Total revenue of $11.5 million, an increase of 69% year-over-year. | |
● | Annual recurring revenue (ARR): Total ARR at the end of the quarter was $30.9 million, an increase of 47% year-over-year. | |
● | Gross margin: Gross margin for the quarter was 55%, compared to 27% for the third quarter 2020. Non-GAAP gross margin for the quarter was 66%, compared to 53% for the third quarter 2020. See the section titled “Non-GAAP Financial Measures” below for important disclosures regarding the use of non-GAAP supplemental financial measures, including reconciliations to their most comparable GAAP financial measure. | |
● | Operating loss: Operating loss for the quarter was $12.3 million compared to an operating loss of $12.4 million for the third quarter 2020. Non-GAAP loss from operations for the quarter was $9.1 million, compared to $8.4 million for the third quarter 2020. |
Third Quarter Fiscal 2021 Business Highlights
● | Named a leader in The Forrester New Wave™: Zero Trust Network Access, Q3 2021. Appgate SDP was evaluated amongst 15 vendors identified by Forrester as the most significant providers in the ZTNA category. Appgate received a differentiated rating, the highest possible, in six criteria, including deployment flexibility, non-web and legacy apps, ecosystem integration, client support, connector capabilities and product vision. | |
● | Announced the appointment of Jawahar Sivasankaran as President and COO, bringing more than 23 years of experience in cybersecurity sales and technology, and a proven track record of transformative leadership in large security businesses. Sivasankaran will lead the company’s growth strategy and oversee all go-to-market business operations, including sales, marketing, professional services and customer success. |
● | Announced plans to deliver Appgate SDP as a service to U.S. government entities via a FedRAMP Joint Authorization Board (JAB)-approved environment. Through a partnership with Rackspace Government Solutions (RGS), Appgate SDP will be made available as an additional service offering within Rackspace Government Cloud, a managed security and compliance platform. | |
● | Named as a 2021 technology leader by Quadrant Knowledge Solutions in the SPARK Matrix analysis of the global Risk-Based Authentication (RBA) market. The report recognizes Appgate for its robust RBA capabilities including, customizable authentication, transaction monitoring and risk orchestration. The solution, powered by machine learning, is noted for its ability to detect and mitigate device and user behavior anomalies in real-time through device identification and multi-factor authentication. | |
● | Selected to participate in the Implementing a Zero Trust Architecture Project with the National Cybersecurity Center of Excellence (NCCoE) at the National Institute of Standards and Technology (NIST). The goal of this project is to develop practical, interoperable approaches to designing and building zero trust architectures that align with the tenets and principles documented in NIST SP 800-207, Zero Trust Architecture. |
Conference Call Details
The Company will host a conference call and live webcast on Thursday, November 11, 2021, at 8:00 a.m. eastern time. The press release with the financial results will be accessible on Appgate’s investor relations website at ir.appgate.com prior to the conference call. To access the conference call, dial (844) 200-6205 from the United States or (929) 526-1599 internationally with access code: 637596, and reference the Company name and conference title. A live webcast and webcast replay can also be accessed from the Appgate investor relations website at ir.appgate.com.
Appgate management speaks to investors from time-to-time and the presentation for these discussions, which may be updated periodically, is available on Appgate’s investor relations website at ir.appgate.com.
About Appgate
Appgate is the secure access company that provides cybersecurity solutions for people, devices and systems based on the principles of Zero Trust security. Appgate updates IT systems to combat the cyber threats of today and tomorrow. Through a set of differentiated cloud and hybrid security products, Appgate enables global enterprises and government agencies to easily and effectively shield against cyber threats. Learn more at appgate.com.
Investor Contact:
ICR, Inc.
AppgateIR@icrinc.com
Media Contact:
Nathaniel Garnick/Alex Jeffrey
Gasthalter & Co.
(212) 257-4170
appgate@gasthalter.com
Robert Nachbar
ZAG Communications
206-427-0389
pr@appgate.com
Key Business Metrics
Annual recurring revenue (“ARR”) is defined as the annualized value of active software-as-a-service (“SaaS”), subscription, and term-based license and maintenance contracts from Appgate’s recurring software products in effect at the end of a given period.
Appgate calculates dollar-based net retention rate by dividing the numerator by the denominator as set forth below:
● | Denominator: As of the end of a reporting period, ARR from all active subscriptions as of the last day of the same reporting period in the prior year. | |
● | Numerator: ARR for that same cohort of customers as of the end of the reporting period in the current year, including any expansion and net of contraction and customer attrition over the trailing 12 months, excluding ARR from new subscription customers in the current period. |
Non-GAAP Financial Measures
In addition to Appgate’s results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), Appgate believes the following non-GAAP financial measures are useful to investors in evaluating Appgate’s operating performance.
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These non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure determined in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
Non-GAAP Gross Profit and Gross Margin
Non-GAAP gross profit and non-GAAP gross margin are supplemental measures of operating performance that are not determined in accordance with GAAP and do not represent, and should not be considered as, an alternative to gross profit and gross margin, the most directly comparable financial measures determined in accordance with GAAP. Appgate defines non-GAAP gross profit as gross profit, adjusted to add back non-cash equity-based compensation expense and developed technology amortization expense and defines non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.
Appgate uses non-GAAP gross profit and non-GAAP gross margin to understand and evaluate its core operating performance and trends, to prepare and approve its annual budget, and to develop short-term and long-term operating plans. Appgate believes that non-GAAP gross profit and non-GAAP gross margin are useful measures to its management and to its investors because they provide consistency and comparability with past financial performance and between periods, as the metrics generally eliminate the effects of the variability of amortization expense of intangibles and non-cash equity-based compensation expense from period to period, which may fluctuate for reasons unrelated to overall operating performance. Appgate believes that the use of these measures enables its management to more effectively evaluate Appgate’s performance period-over-period and relative to its competitors, some of which use similar non-GAAP financial measures to supplement their GAAP results. Non-GAAP gross profit and non-GAAP gross margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of Appgate’s results as reported under GAAP. Because of these limitations, non-GAAP gross profit and non-GAAP gross margin should not be considered as a replacement for gross profit and gross margin, as determined in accordance with GAAP, or as a measure of Appgate’s profitability.
A reconciliation of non-GAAP gross profit and non-GAAP gross margin to gross profit and gross margin, the most directly comparable financial measures determined in accordance with GAAP, for the years ended December 31, 2020 and 2019 and for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands):
Years Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
December 31, | September 30, | September 30, | ||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Gross profit | $ | 12,001 | $ | 7,873 | $ | 6,277 | $ | 1,861 | $ | 16,224 | $ | 7,813 | ||||||||||||
Amortization expense | 6,168 | 6,697 | 1,131 | 1,624 | 3,393 | 4,872 | ||||||||||||||||||
Equity-based compensation | 503 | 224 | 131 | 130 | 394 | 390 | ||||||||||||||||||
Non-GAAP gross profit | $ | 18,672 | $ | 14,794 | $ | 7,539 | $ | 3,615 | $ | 20,011 | $ | 13,075 | ||||||||||||
Gross margin | 36 | % | 26 | % | 55 | % | 27 | % | 52 | % | 33 | % | ||||||||||||
Non-GAAP gross margin | 55 | % | 49 | % | 66 | % | 53 | % | 64 | % | 56 | % |
Non-GAAP Loss from Operations and Non-GAAP Operating Margin
Appgate defines non-GAAP loss from operations as GAAP loss from continuing operations excluding non-cash equity-based compensation expense and amortization expense of acquired intangible assets. Appgate defines non-GAAP operating margin as non-GAAP loss from continuing operations as a percentage of revenue.
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A reconciliation of non-GAAP loss from operations and non-GAAP operating margin to loss from continuing operations and operating margin, the most directly comparable financial measures determined in accordance with GAAP, for the years ended December 31, 2020 and 2019 and for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands):
Years Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
December 31, | September 30, | September 30, | ||||||||||||||||||||||
2020 | 2019 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
Loss from continuing operations | $ | (43,991 | ) | $ | (225,206 | ) | $ | (12,317 | ) | $ | (12,372 | ) | $ | (35,899 | ) | $ | (40,589 | ) | ||||||
Amortization expense | 10,857 | 11,400 | 2,299 | 2,812 | 6,896 | 8,393 | ||||||||||||||||||
Goodwill impairment | - | 170,000 | - | - | - | - | ||||||||||||||||||
Equity-based compensation | 4,235 | 3,985 | 935 | 1,173 | 2,902 | 3,441 | ||||||||||||||||||
Non-GAAP loss from operations | $ | (28,899 | ) | $ | (39,821 | ) | $ | (9,083 | ) | $ | (8,387 | ) | $ | (26,101 | ) | $ | (28,755 | ) | ||||||
Operating margin | -130 | % | -741 | % | -107 | % | -183 | % | -114 | % | -173 | % | ||||||||||||
Non-GAAP operating margin | -86 | % | -131 | % | -79 | % | -124 | % | -83 | % | -122 | % |
Free Cash Flow and Free Cash Flow Margin
Free cash flow is a non-GAAP financial measure that Appgate defines as net cash (used in) operating activities of continuing operations less cash used for purchases of property and equipment and repayment of finance leases. Appgate believes that free cash flow is a useful indicator of liquidity that provides information to management and investors, even if negative, as it provides useful information about the amount of cash generated (or consumed) by its operating activities that is available (or not available) to be used for other strategic initiatives. For example, if free cash flow is negative, we may need to access cash reserves or other sources of capital to invest in strategic initiatives. While Appgate believes that free cash flow is useful in evaluating its business, free cash flow is a non-GAAP financial measure that has limitations as an analytical tool, and free cash flow should not be considered as an alternative to, or substitute for, net cash provided by (used in) operating activities in accordance with GAAP. The utility of free cash flow as a measure of its liquidity is limited as it does not represent the total increase or decrease in its cash balance for any given period and does not reflect its future contractual commitments. In addition, other companies, including companies in Appgate’s industry, may calculate free cash flow differently or not at all, which reduces the usefulness of free cash flow as a tool for comparing Appgate’s results to those of other companies.
Years Ended | Nine Months Ended | |||||||||||||||
December 31, | September 30, | |||||||||||||||
2020 | 2019 | 2021 | 2020 | |||||||||||||
Net cash, cash equivalents and restricted cash used in operating activities of continuing operations | $ | (26,484 | ) | $ | (41,628 | ) | $ | (38,579 | ) | $ | (23,795 | ) | ||||
Less: | ||||||||||||||||
Purchases of property and equipment | (1,074 | ) | - | (543 | ) | (941 | ) | |||||||||
Repayment of finance leases | (21 | ) | (19 | ) | (154 | ) | (15 | ) | ||||||||
Free cash flow | $ | (27,579 | ) | $ | (41,647 | ) | $ | (39,276 | ) | $ | (24,751 | ) | ||||
As a percentage of revenue: | ||||||||||||||||
Net cash, cash equivalents and restricted cash used in operating activities of continuing operations | -79 | % | -137 | % | -123 | % | -101 | % | ||||||||
Less: | ||||||||||||||||
Purchases of property and equipment | -3 | % | 0 | % | -2 | % | -4 | % | ||||||||
Repayment of finance leases | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Free cash flow | -82 | % | -137 | % | -125 | % | -105 | % |
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Cautionary Statements
This press release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and can be identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “should,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “seek,” “predict,” “potential,” “intend,” “plan,” “believe,” the negatives of such terms and other words of similar meaning. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include statements regarding Appgate and its industry relating to matters such as anticipated future financial and operational performance, business prospects, expected future increases in revenue (including annual recurring revenue) and sales, including increasing Appgate’s customer base and expanding sales to existing customers, the U.S. federal government and through Appgate’s channel partners, Appgate’s ability to scale its business, planned investments in sales and marketing and expected future decreases in general and administrative expenses as a percentage of revenue over time, and planned investments in research and development as a result of Appgate’s expected growth, the expected future growth of the cybersecurity industry, including the growth in adoption of Zero Trust security solutions, Appgate’s ability to innovate and add new functionality to existing products through research and development, Appgate’s ability to uplist to a major stock exchange, and potential future investments in Appgate by Magnetar Financial, LLC under the convertible notes.
The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Appgate has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by Appgate. While Appgate considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond Appgate’s control. These risks and uncertainties include, but are not limited to: Appgate’s future financial performance, including Appgate’s expectations regarding its total revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses and our ability to achieve and maintain future profitability; the effects of increased competition in Appgate’s markets and Appgate’s ability to compete effectively; market acceptance of Appgate’s products and services and Appgate’s ability to increase adoption of its products; Appgate’s ability to maintain the security and availability of its products; Appgate’s ability to develop new products, or enhancements to existing products, and bring them to market in a timely manner; Appgate’s ability to maintain and expand its customer base, including by attracting new customers; the potential impact on Appgate’s business of the ongoing COVID-19 pandemic; Appgate’s ability to maintain, protect and enhance its intellectual property rights; Appgate’s ability to comply with laws and regulations that currently apply or become applicable to its business both in the United States and internationally; Appgate’s ability to maintain an effective system of disclosure controls and internal control over financial reporting; the future trading prices and liquidity of Appgate’s Common Stock; Appgate’s indebtedness, which may increase risk to Appgate’s business; and other risks and uncertainties, including those described under the section entitled “Risk Factors” in Appgate’s Form 8-K filed with the SEC on October 15, 2021, as updated by any subsequent filings which Appgate makes with the SEC. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Appgate will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Cyxtera Cybersecurity, Inc. (d/b/a AppGate)
Unaudited Condensed Consolidated Balance Sheets
As of September 30, 2021 and December 31, 2020
(in thousands, except share information)
As of | ||||||||
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 19,483 | $ | 3,505 | ||||
Restricted cash | 1,437 | 2,116 | ||||||
Accounts receivable, net of allowance of $296 and $437, respectively | 11,543 | 12,052 | ||||||
Contract assets | 1,836 | 1,427 | ||||||
Deferred contract acquisition costs, current | 3,241 | 3,065 | ||||||
Prepaid and other current assets | 5,870 | 2,012 | ||||||
Due from former Parent, net | - | 1,183 | ||||||
Current assets of discontinued operations | - | 66,604 | ||||||
Total current assets | 43,410 | 91,964 | ||||||
Property and equipment, net | 1,806 | 1,829 | ||||||
Operating lease right-of-use assets | 1,342 | 2,008 | ||||||
Contract assets, noncurrent | 7,728 | 6,496 | ||||||
Deferred contract acquisition costs, noncurrent | 8,173 | 5,791 | ||||||
Goodwill | 71,604 | 71,604 | ||||||
Intangible assets, net | 38,758 | 45,642 | ||||||
Deferred tax asset | - | 735 | ||||||
Other assets | 178 | 184 | ||||||
Total assets | $ | 172,999 | $ | 226,253 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 2,692 | $ | 6,558 | ||||
Accrued expenses | 10,873 | 9,156 | ||||||
Operating lease liabilities, current | 670 | 779 | ||||||
Deferred revenue, current | 4,913 | 5,995 | ||||||
Other current liabilities | - | 15 | ||||||
Promissory Notes, including accrued interest | - | 153,811 | ||||||
Current liabilities of discontinued operations | - | 6,548 | ||||||
Total current liabilities | 19,148 | 182,862 | ||||||
Deferred revenue, noncurrent | 1,897 | 995 | ||||||
Operating lease liabilities, noncurrent | 834 | 1,256 | ||||||
Convertible senior notes | 49,691 | - | ||||||
Deferred income tax liability | 463 | - | ||||||
Other liabilities | 426 | 263 | ||||||
Total liabilities | 72,459 | 185,376 | ||||||
Commitments and contingencies | ||||||||
Stockholder’s equity: | ||||||||
Common stock, $0.01 par value; 1,000 shares authorized; 500 shares issued and outstanding | - | - | ||||||
Additional paid-in capital | 510,785 | 471,701 | ||||||
Accumulated other comprehensive loss | (1,985 | ) | (667 | ) | ||||
Accumulated deficit | (408,260 | ) | (430,157 | ) | ||||
Total stockholder’s equity | 100,540 | 40,877 | ||||||
Total liabilities and stockholder’s equity | $ | 172,999 | $ | 226,253 |
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Cyxtera Cybersecurity, Inc. (d/b/a AppGate)
Unaudited Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2021 and 2020
(in thousands, except share and per share information)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenue | $ | 11,473 | $ | 6,773 | $ | 31,429 | $ | 23,517 | ||||||||
Cost of revenue, exclusive of amortization shown below | 4,065 | 3,288 | 11,812 | 10,832 | ||||||||||||
Amortization expense | 1,131 | 1,624 | 3,393 | 4,872 | ||||||||||||
Total cost of revenue | 5,196 | 4,912 | 15,205 | 15,704 | ||||||||||||
Gross profit | 6,277 | 1,861 | 16,224 | 7,813 | ||||||||||||
Operating expenses: | ||||||||||||||||
Sales and marketing | 9,579 | 5,138 | 25,859 | 18,467 | ||||||||||||
Research and development | 2,718 | 2,337 | 7,638 | 6,817 | ||||||||||||
General and administrative | 4,245 | 4,378 | 12,186 | 14,606 | ||||||||||||
Depreciation and amortization | 1,347 | 1,274 | 4,040 | 3,898 | ||||||||||||
Total operating expenses | 17,889 | 13,127 | 49,723 | 43,788 | ||||||||||||
Loss from continuing operations | (11,612 | ) | (11,266 | ) | (33,499 | ) | (35,975 | ) | ||||||||
Interest expense, net | (641 | ) | (1,020 | ) | (2,117 | ) | (2,991 | ) | ||||||||
Other expenses, net | (64 | ) | (86 | ) | (283 | ) | (1,623 | ) | ||||||||
Loss from continuing operations before income taxes | (12,317 | ) | (12,372 | ) | (35,899 | ) | (40,589 | ) | ||||||||
Income tax expense of continuing operations | (999 | ) | (112 | ) | (2,004 | ) | (948 | ) | ||||||||
Net loss of continuing operations | (13,316 | ) | (12,484 | ) | (37,903 | ) | (41,537 | ) | ||||||||
Net (loss) income of discontinued operations, net of tax | (212 | ) | (875 | ) | 59,800 | 3,003 | ||||||||||
Net (loss) income | $ | (13,528 | ) | $ | (13,359 | ) | $ | 21,897 | $ | (38,534 | ) | |||||
Net (loss) income per share: | ||||||||||||||||
Net loss from continuing operations per share - basic and diluted | $ | (26,632 | ) | $ | (24,968 | ) | $ | (75,806 | ) | $ | (83,074 | ) | ||||
Net (loss) income from discontinued operations per share - basic and diluted | $ | (424 | ) | $ | (1,750 | ) | $ | 119,600 | $ | 6,006 | ||||||
Weighted-average shares used in computing net loss from continuing operations per share - basic and diluted | 500 | 500 | 500 | 500 | ||||||||||||
Weighted-average shares used in computing net (loss) income from discontinued operations per share - basic and diluted | 500 | 500 | 500 | 500 |
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Cyxtera Cybersecurity, Inc. (d/b/a AppGate)
Unaudited Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2021 and 2020
(in thousands)
Nine Months Ended | ||||||||
September 30, | ||||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 21,897 | $ | (38,534 | ) | |||
Net income of discontinued operations, including gain on sale of $58.8 million, net of tax in 2021 | (59,800 | ) | (3,003 | ) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | 7,433 | 8,770 | ||||||
Equity-based compensation | 2,902 | 3,441 | ||||||
Amortization of deferred contract acquisition costs | 2,136 | 1,251 | ||||||
Amortization of debt issuance costs | 42 | - | ||||||
Loss on disposal of assets | - | 1,675 | ||||||
Operating leases, net | 229 | 73 | ||||||
Bad debt expense (recoveries), net | (167 | ) | 164 | |||||
Deferred income taxes, net | 615 | - | ||||||
Changes in assets and liabilities, excluding dispositions: | ||||||||
Accounts receivable | 888 | (4,974 | ) | |||||
Contract assets | (1,638 | ) | (191 | ) | ||||
Prepaid and other current assets | (3,820 | ) | (484 | ) | ||||
Due from affiliates, net | 3,252 | 6,358 | ||||||
Deferred contract acquisition costs | (4,557 | ) | (2,893 | ) | ||||
Other assets | 13 | (46 | ) | |||||
Accounts payable | (3,987 | ) | 4,635 | |||||
Accrued expenses | (3,816 | ) | (1,286 | ) | ||||
Deferred revenue | (166 | ) | 1,764 | |||||
Other current liabilities | (18 | ) | 4 | |||||
Other liabilities | (17 | ) | (519 | ) | ||||
Net cash, cash equivalents and restricted cash used in operating activities of continuing operations | (38,579 | ) | (23,795 | ) | ||||
Net cash, cash equivalents and restricted cash provided by operating activities of discontinued operations | 849 | 7,847 | ||||||
Net cash, cash equivalents and restricted cash used in operating activities | (37,730 | ) | (15,948 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (543 | ) | (941 | ) | ||||
Net cash, cash equivalents and restricted cash used in investing activities of continuing operations | (543 | ) | (941 | ) | ||||
Net cash, cash equivalents and restricted cash provided by investing activities of discontinued operations | 125,022 | - | ||||||
Net cash, cash equivalents and restricted cash provided by (used in) investing activities | 124,479 | (941 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from convertible senior notes | 50,000 | - | ||||||
Payment of debt issuance costs | (180 | ) | - | |||||
(Repayment) proceeds from Promissory Notes | (119,640 | ) | 14,929 | |||||
Repayment of finance leases | (154 | ) | (15 | ) | ||||
Net cash, cash equivalents and restricted cash (used in) provided by financing activities of continuing operations | (69,974 | ) | 14,914 | |||||
Effect of foreign currency exchange rates on cash | (1,476 | ) | 2,840 | |||||
Net increase in cash, cash equivalents and restricted cash | 15,299 | 865 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 5,621 | 6,156 | ||||||
Cash, cash equivalents and restricted cash at end of period | 20,920 | 7,021 | ||||||
Less cash of discontinued operations | - | (56 | ) | |||||
Cash, cash equivalents and restricted cash of continuing operations at end of period | $ | 20,920 | $ | 6,965 | ||||
Cash | $ | 19,483 | $ | 5,165 | ||||
Restricted cash | 1,437 | 1,800 | ||||||
Total cash, cash equivalents and restricted cash of continuing operations at end of period | $ | 20,920 | $ | 6,965 |
8
Exhibit 99.2
Q3’21 Investor Presentation November 10, 2021
Cautionary Statements This presentation contains certain forward - looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934 , as amended, and Section 27 A of the Securities Act of 1933 , as amended . Statements that do not relate strictly to historical or current facts are forward - looking and can be identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “should,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “seek,” “predict,” “potential,” “intend,” “plan,” “believe,” the negatives of such terms and other words of similar meaning . Without limiting the generality of the foregoing, forward - looking statements contained in this presentation include statements regarding Appgate and its industry relating to matters such as anticipated future financial and operational performance and business prospects . The forward - looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results . Accordingly, investors should not place undue reliance on forward - looking statements as a prediction of actual results . Appgate has based these forward - looking statements on current expectations and assumptions about future events, taking into account all information currently known by Appgate . While Appgate considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond Appgate’s control . These risks and uncertainties include, but are not limited to : Appgate’s future financial performance, including Appgate’s expectations regarding its total revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses and our ability to achieve and maintain future profitability ; the effects of increased competition in Appgate’s markets and Appgate’s ability to compete effectively ; market acceptance of Appgate’s products and services and Appgate’s ability to increase adoption of its products ; Appgate’s ability to maintain the security and availability of its products ; Appgate’s ability to develop new products, or enhancements to existing products, and bring them to market in a timely manner ; Appgate’s ability to maintain and expand its customer base, including by attracting new customers ; the potential impact on Appgate’s business of the ongoing COVID - 19 pandemic ; Appgate’s ability to maintain, protect and enhance its intellectual property rights ; Appgate’s ability to comply with laws and regulations that currently apply or become applicable to its business both in the United States and internationally ; Appgate’s ability to maintain an effective system of disclosure controls and internal control over financial reporting ; SIS Holdings’ significant influence over Appgate’s business and affairs ; the future trading prices and liquidity of Appgate’s Common Stock ; Appgate’s indebtedness, which may increase risk to Appgate’s business ; and other risks and uncertainties, including those described under the section entitled “Risk Factors” in Appgate’s Form 8 - K filed with the Securities and Exchange Commission (“SEC”) on October 15 , 2021 , as updated by any subsequent filings which Appgate makes with the SEC . Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward - looking statements . Appgate will not and does not undertake any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws . 2
To empower and protect how people work and connect OUR MISSION 3
WHY ZERO TRUST WHY ZERO TRUST? Implicit trust Reactive to breaches Network is exposed Never trust, always verify Assume breach Network is invisible Traditional Security IS OUTDATED Zero Trust IS A MODERN APPROACH VS 4 4
Forrester New Wave: Zero Trust Network Access, Q3 2021 “Appgate is extremely granular in access control. It is very scalable and easy to deploy.” The Forrester New Wave is copyrighted by Forrester Research, Inc. Forrester and Forrester Wave are trademarks of Forrester Research, Inc. The Forrester New Wave is a graphical representation of Forrester’s call on a market. Forrester does not endorse any vendor, product, or service depicted in the Forrester New Wave . Information is based on best available resources. Opinions reflect judgment at the time and are subject to change. Named a ZTNA Leader 5 5
Zero Trust Network Access Secure Consumer Access Threat Advisory Services • Easily integrates with current architecture • Makes day - to - day easier for IT • Enables secure, anywhere, anytime access on any device • Ensures better overall experience for users • Intelligently permits risk - based access • Enhanced protection without compromising experience • Digital threat monitoring, warning and protection • Know where you’re vulnerable • Real - world adversary simulations • Advanced penetration testing What we do 6
Why Appgate PEOPLE - DEFINED SECURITY TRUSTED PARTNER BETTER USER EXPERIENCE FLEXIBLE & AGILE OPERATIONAL EFFICIENCY SIMPLE TO ADMINISTER PURPOSE - BUILT Start where you are 1 Accelerate your path forward 2 Future long - term success 3 7
Sports Nutrition Manufacturer PROBLEM TO SOLVE • Revamp/modernize network infrastructure by getting rid of the VPN. Seamlessly connect remote users to a hybrid environment. 8 USE CASE • Unified Cloud & On - Prem Access • VPN Replacement WHY WE WON • Single Packet Authorization (SPA) • Extensibility/Flexibility (APIs) • Multi - tunneling (Direct connect/non - cloud routed) • On - Premises/Hybrid (Unified Policy Framework) • Ease of use 8
9 Cloud - Native SaaS Provider PROBLEM TO SOLVE • Secure access for DevOps team into production and dynamic workloads along with region - ,team - and user - based control. USE CASE • SecDevOps WHY WE WON • Ease of deployment • Integration with existing multi - cloud IT environment and IAM solution • Fine - grained control • Less administration resources 9
10 Top 5 Global F&B Manufacturer USE CASE • VPN Replacement WHY WE WON • Clientless connectivity • Faster connectivity & performance • Ease of use/integration with Oracle PLM PROBLEM TO SOLVE • Fix significant network latency issues for third - party users connecting via VPN to their Oracle PLM application worldwide.
MASTER AGENTS/REFERRAL FEDERAL INTEGRATORS SERVICE PROVIDER PARTNERS DISTRIBUTORS STRATEGIC ALLIANCES Channel Partners VALUE ADDED RESELLERS 11
38% 28% 23% 62% 72% 77% 2019 2020 LTM Perpetual Licenses & Services and Other Subscription 28% 21% 72% 79% YTD Q3'20 YTD Q3'21 Perpetual Licenses & Services and Other Subscription Growth Driven by Subscription Revenue 12 ($ Millions) $30.4 $33.7 $31.4 $41.6 $23.5 LTM Q3’21 Revenue from Subscription at 77% of Total Revenue Increase of 32% from 2020 and 29% from 2019 YTD Q3’21 Revenue from Subscription at 79% of Total Revenue Increase of 47% from same period last year
$4.4 $4.7 $3.9 $5.8 $5.4 $6.2 $5.3 $7.3 $6.9 $8.6 $9.4 $16.5 $17.1 $17.3 $18.6 $19.7 $19.5 $21.0 $22.5 $24.2 $28.7 $30.9 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Subscription Revenue ARR ARR Grew 47% in Q3’21 13 ($ Millions)
Net Retention of 130% 14 $16.5 $17.1 $17.3 $18.6 $19.7 $19.5 $21.0 $22.5 $24.2 $28.7 $30.9 109% 103% 100% 100% 101% 96% 100% 105% 106% 129% 130% 0% 20% 40% 60% 80% 100% 120% 140% $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 ARR Net Retention ($ Millions)
Subscription Customers 15 $16.5 $17.1 $17.3 $18.6 $19.7 $19.5 $21.0 $22.5 $24.2 $28.7 $30.9 373 427 461 517 530 540 568 578 587 608 610 $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 0 100 200 300 400 500 600 700 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 ARR Customers ($ Millions)
94% 47% 32% 39% 38% 29% 25% 24% 53% 75% 78% 82% 48% 54% 60% 63% 2019 2020 LTM 2021 YTD G&A R&D S&M Gross Margin LTM Q3’21 Operating Expenses as a % of Revenue 16 $72.3 $66.3 $73.1 $57.5 Increased investment in Sales and Marketing aligns with growth strategy G&A spend normalizing after spin out in 2019 Appgate currently has over 450 full - time employees YTD Q3’21 Revenue: $30.4 $33.7 $41.6 $31.4 ($ Millions)
Key Business Metrics Definitions Appgate’s management reviews a number of key performance indicators, each as described below, to evaluate the business of App gat e, measure its performance, identify trends affecting its business, formulate business plans and make strategic decisions. • Annual recurring revenue (ARR) is defined as the annualized value of active software - as - a - service (“SaaS”), subscription, and term - based license and maintenance contracts from Appgate’s recurring software products in effect at the end of a given period. • Dollar - based net retention rate (or net retention) reflects customer renewals, expansion, contraction, and customer attrition within its ARR base. Appgate calculates dollar - based net retention rate by dividing the numerator by the denominator as set forth below: • Denominator : As of the end of a reporting period, ARR from all active subscriptions as of the last day of the same reporting period in t he prior year. • Numerator : ARR for that same cohort of customers as of the end of the reporting period in the current year, including any expansion an d n et of contraction and customer attrition over the trailing 12 months, excluding ARR from new subscription customers in the current per iod. • Subscription customer is defined as a distinct organization that has entered into a distinct subscription agreement to access its software products for which the term has not ended or with which Appgate is negotiating a renewal contract. 17