EX-99.1 2 d249328dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

IronNet Reports Third Quarter Fiscal 2022 Financial Results

Revises Fiscal Year Revenue and ARR Guidance Due to Delayed Strategic Opportunities

Added 49 New Customers Year-Over-Year; Grew Cloud Subscription Revenue 74% Year-Over-Year

McLean, VA (December 15, 2021) – IronNet, Inc. (NYSE: IRNT) (“IronNet”), a leading provider of solutions Transforming Cybersecurity Through Collective Defense, announced today its financial results for the third quarter ended October 31, 2021.

“Our prior outlook for both the quarter and fiscal year was supported by what we assessed as late-stage multi-million dollar strategic customer opportunities, the majority of which are in the U.S. public sector. We had previously expected to finalize these opportunities in the second half of the fiscal year, however they remain pending primarily due to government delays in getting funding through to federal budgets. These continue to be viable opportunities in our pipeline. Given the difficulty in predicting when they will close, we have removed them from our ARR guidance. We will disclose any strategic contracts that are accretive to our revised fiscal year ARR outlook,” said GEN (Ret.) Keith Alexander, Chairman and co-CEO of IronNet.

Alexander added: “Our conviction remains strong that the need for IronNet Collective Defense — characterized by anonymized, real-time network detection, event correlation and response collaboration across the public and private sectors — has never been greater. Recent government mandates and senior officials have highlighted how nations, sectors and companies must shift to defending in collaboration with one another. With this capability, IronNet has a strongly differentiated solution. We will continue to advance our strategy in pursuit of market share, encouraged by a number of leading indicators in the business, including our cloud subscription revenue growth, 30% ARR growth over the same point in time last year, and a healthy pipeline of customer opportunities that is simply taking time to convert to active engagements.”

William Welch, co-CEO of IronNet, commented: “We have taken steps to drive improved predictability in our business, including increased emphasis on cloud deployments to expedite time to value for customers. As we continue to aggressively pursue the network detection and response market, our technology continues to distinguish us from other vendors. Recent favorable evaluations by highly discriminating IT teams noted that IronNet detected attack behaviors in customer networks and cloud deployed infrastucture with a level of speed and accuracy unmatched by other vendors. This goes beyond the indicators of compromise that many already share, and is a validation of our unique model.”


Third Quarter Fiscal 2022 Financial & Operating Highlights

 

   

Revenue: $6.9 million compared to $7.0 million in the same quarter last year

 

   

Cloud subscription revenue grew to $3.8 million from $2.2 million in the same quarter last year

 

   

Recurring product revenue, which is defined as revenue that is subscription-based, grew to $6.1 million, up from $4.4 million in the same quarter last year

 

   

Gross Margin: 65.7% compared to 70.5% in the same quarter last year, with one-time cost of sales accounting charges accounting for 2.4% of the year over year decline

 

   

Operating loss:

 

   

GAAP: $185.6 million, which includes $160.1 million in non-cash stock-based compensation expense and $1.6 million of transaction expenses, in both cases one-time, accounting-driven expenses triggered by the closing of the transaction this quarter, compared to $12.6 million in the same quarter last year

 

   

Net loss:

 

   

GAAP: $193.1 million, which includes the one-time, accounting-driven expenses of $160.1 million and $1.6 million noted above as well as the additional one-time non-cash accounting-driven expense of $11.3 million related to the change in fair market value of the private warrants between the date of the closing and their exercise in late September and early October, compared to $12.5 million in the same quarter last year

 

   

Non-GAAP Adjusted: $20.2 million after excluding the one-time expenses described above

 

   

Annual Recurring Revenue (ARR): $27.5 million compared to $21.2 million at the end of the same quarter last year and $24.1 million at the end of the prior quarter

 

   

Dollar-based average contract length: 2.8 years compared to 3.2 years at the end of the same quarter last year

 

   

Calculated billings (Non-GAAP): $3.4 million compared to $8.1 million for the end of the same quarter last year

 

   

Cash and cash equivalents: $73.9 million at end of quarter

 

   

Customer Count: 74 compared to 25 at the end of the same quarter last year

Business Highlights

 

   

The IronNet Threat Intelligence Brief, published monthly, gathers data from IronNet’s expert threat analysts to provide insight on significant community findings from malware analysis, threat research, and detection of malicious behavior targeting an enterprise or other IronDome community participants. Year-to-date, IronNet has identified and reported on more than double the amount of unique malicious or suspicious indicators of compromise (IoCs) as compared to the same period in the prior year.


   

IronNet’s innovation was recognized globally with the following recent awards: the 2021 Cyber Security Awards for Threat Detection Product of the Year, CybersecAsia Readers Choice Awards for best in Network Monitoring and Observabiity, Northern Virginia Technology Council for Cyber Deal of the Year, and the 2021 APT Solution Provider of the Year by CyberSecurity Breakthrough.

 

   

IronNet executives provided thought leadership and created brand awareness for IronNet’s NDR technology and IronNet Collective Defense business model at recent high-profile events, including: the Advanced Threat Summit (Poland), theCUBE interview at AWS Re-Invent, Washington Post LIVE interview with David Ignatius, the 9-11 Memorial Security Summit, the Federal Reserve Roundtable, Institute of World Politics, and Singapore CISO Leadership Roundtable.

 

   

At the Black Hat USA and London conferences in the third quarter, IronNet expert threat hunters were selected to monitor the Network Operations Center (NOC) using the IronDefense solution, successfully identifying more than 1,700 potential threats at the USA conference alone.

Outlook

For the fiscal year 2022, IronNet now expects:

 

   

Revenue of approximately $26 million

 

   

ARR of approximately $30 million to exit the fiscal year

Conference Call & Webcast Information

IronNet will host a conference call to discuss these results today, Wednesday, December 15, 2021, at 5:00 p.m. ET. A live webcast of the conference call and additional materials can be accessed on IronNet’s Investor Relations website at https://www.ir.ironnet.com. A replay of the webcast will be available through the same link following the conference call.

 

Date:    Wednesday, December 15, 2021
Time:    5:00 p.m. ET
Webcast:    https://www.ir.ironnet.com
Dial-in number:    201-689-7807

Upcoming Investor Conference Participation

 

   

Needham Growth Conference


Tuesday, January 11, 2022

The webcast will be available on the Investor Relations section of the IronNet website at https://ir.ironnet.com/.

About IronNet

Founded in 2014 by GEN (Ret.) Keith Alexander, IronNet, Inc. (NYSE: “IRNT”) is a global cybersecurity leader that is transforming how organizations secure their networks by delivering the first-ever Collective Defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. For more information, visit www.ironnet.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding IronNet’s anticipated fiscal 2022 revenue and ARR as of the end of its fiscal year, its ability to transform cybersecurity, execute on its business

strategy and increase market share, and the expansion of the cybersecurity market and demand for IronNet’s products and services. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside IronNet’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: IronNet’s ability to execute on its plans to develop and market new products and the timing of these development programs; IronNet’s estimates of the size of the markets for its products; the rate and degree of market acceptance of IronNet’s products; the success of other competing technologies that may become available; IronNet’s ability to identify and integrate acquisitions; the performance of IronNet’s products; potential litigation; and general economic and market conditions impacting demand for IronNet’s products. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described under the heading “Risk


Factors” in the final prospectus filed by IronNet with the Securities and Exchange Commission (SEC) pursuant to Rule 424(b)(3) on September 30, 2021, as well as other documents to be filed by IronNet from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward looking statements, and IronNet 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 required by law.

Certain Definitions and Non-GAAP Measures

Annual Recurring Revenue (ARR) — 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.

Dollar-based average contract length: Calculated by multiplying the average total length of our customer contracts, measured in years or fractions thereof, by the respective revenue recognized for the last three months of each reporting period, and then dividing by the revenue attributable to software and product customers for the same three-month period used in the numerator. 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. Declines in average contract length are not reflective of the average lifetime of a customer.

Calculated billings: Calculated as 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.

Non-GAAP operating loss and Non-GAAP net loss: Calculated as GAAP operating loss and GAAP net loss excluding the impact of one-time stock-based compensation expense and transaction costs related to the merger between LGL Systems Acquisition Corp. and IronNet Cybersecurity, Inc.


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 tools 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:

 

     Three Months Ended
October 31,
               
     2021      2020      2021 vs 2020  

Revenue

   $ 6.9      $ 7.0        (0.1      (1 %) 

Add: Total Deferred revenue, end of period

     30.1        23.0        7.1        31

Less: Total Deferred revenue, beginning of period

     33.6        21.9        11.7        53
  

 

 

    

 

 

    

 

 

    

Calculated billings

   $ 3.4      $ 8.1        (4.7      (58 %) 
  

 

 

    

 

 

    

 

 

    

The following table presents a reconciliation of GAAP financial measures to similar measures excluding the effects of stock-based compensation expense and transaction costs incurred as a result of the recently completed merger between LGL Systems Acquisition Corp. and IronNet Cybersecurity, Inc.and the change in fair value of private warrants between the closing of the

merger and their exercise during the quarter.

 

     Three Months
Ended October 31,
     Nine Months Ended
October 31,
 
     2021      2021  
     ($ in thousands)  

Net loss

   $  (193,122    $  (225,789

Stock compensation expense (1)

     160,094        160,094  

Change in fair value of warrants liabilities

     11,302        11,302  

Transaction costs expense (2)

     1,556        2,328  

Non-GAAP Adjusted Net Loss

   $ (20,170    $ (52,065

 

(1)

Total stock based compensation of $160.1 million has been recorded within research and development of $20.9 million, sales and marketing of $49.3 million, and general and administrative expense of $89.9 million on the statement of operations

 

(2)

Transaction expenses have been recorded within general and administrative expense on the statement of operations


Stock compensation charges for the three month and nine month periods were precipitated by three factors (1) the occurrence of the closing of the Merger which triggered recognition of the time vested portion to that date from the pool of issued RSUs, (2) the de-SPAC type of trigger which satisfied the liquidity event condition on the RSUs that required an accounting revaluation of the vested RSUs at the time of the charge to their value on the date of the closing and (3) the accounting requirement to use a graded recognition method instead of a straight line method where the graded method used brings stock compensation charges forward compared to the straight line method.

IronNet Contacts:

IronNet Investor Contact: Nancy Fazioli: IR@ironnet.com

IronNet Media Contact: Thomas Scholl: Media@ironnet.com


IronNet Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share amounts, Unaudited)

 

     Three Months Ended
October 31,
    Nine Months Ended
October 31,
 
     2021     2020     2021     2020  

Product, subscription and support revenue

   $ 6,132     $ 5,958     $ 18,038     $ 18,047  

Professional services revenue

     781       1,055       1,327       3,779  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     6,913       7,013       19,365       21,826  

Cost of product, subscription and support revenue

     2,082       1,252       5,505       3,534  

Cost of professional services revenue

     286       817       617       1,596  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     2,368       2,069       6,122       5,130  

Gross Profit

     4,545       4,944       13,243       16,696  

Operating expenses

        

Research and development

     28,144       5,687       42,606       19,965  

Sales and marketing

     57,196       7,155       72,046       23,265  

General and administrative

     100,267       4,714       111,952       16,690  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     185,607       17,797       226,604       59,920  

Operating Loss

     (181,062     (12,613     (213,361     (43,225

Other (expense) income, net

     (724     178       (1,070     125  

Change in fair value of warrants liabilities

     (11,302     —         (11,302     —    

Loss before income taxes

     (193,088     (12,435     (225,733     (43,099

Benefit (provision) for income taxes

     (34     (19     (56     (58
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (193,122   $ (12,454   $ (225,791   $ (43,158
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net loss per common share

     (2.22     (0.19     (3.05     (0.67

Weighted average shares outstanding, basic and diluted

     87,178,432       65,067,942       74,001,217       64,064,424  


IronNet Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share amounts, Unaudited)

 

     October 31,     January 31,  
     2021     2021  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 73,891     $ 31,543  

Accounts receivable

     2,246       1,643  

Unbilled receivable

     3,885       1,425  

Related party receivables and loan receivables

     3,521       3,599  
  

 

 

   

 

 

 

Account and loan receivables

     9,652       6,667  

Inventory

     2,672       2,180  

Deferred costs

     2,416       2,068  

Prepaid warranty

     814       1,037  

Prepaid expenses and other current assets

     4,254       2,172  
  

 

 

   

 

 

 

Total current assets

   $ 93,699     $ 45,667  

Deferred costs

     1,320       2,056  

Property and equipment, net

     5,596       2,792  

Prepaid warranty

     897       878  

Deposits and other assets

     490       298  
  

 

 

   

 

 

 

Total assets

   $ 102,002     $ 51,691  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities

    

Accounts payable

   $ 4,380     $ 1,922  

Accrued expenses

     6,196       2,591  

Deferred revenue

     12,929       12,481  

Deferred rent

     154       134  

Short-term PPP loan

     —         3,487  

Income tax payable

     135       88  

Other current liabilities

     689       689  
  

 

 

   

 

 

 

Total current liabilities

     24,483       21,392  

Deferred rent

     808       928  

Deferred revenue

     17,181       21,563  

Warrants

     43       —    

Long-term PPP loan

     —         2,093  

Other long-term liabilities payable

     689       689  
  

 

 

   

 

 

 

Total liabilities

   $ 43,204     $ 46,665  

Commitments and contingencies (Note 7)

    

Stockholders’ equity

    

Preferred stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding

     —         —    

Class A common stock; $0.0001 par value; 500,000,000 shares authorized; 88,718,630 and 65,353,098 shares issued and outstanding at October 31, 2021 and January 31, 2021, respectively

     9       7  

Additional paid-in capital

     459,349       180,853  

Accumulated other comprehensive (loss) income

     267       40  

Accumulated deficit

     (400,828     (175,039

Subscription notes receivable

     —         (835

Total stockholders’ equity

     58,798       5,026  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 102,002     $ 51,691  
  

 

 

   

 

 

 


IronNet Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands, Unaudited)

 

     Nine Months Ended
October 31,
 
     2021     2020  

Cash flows from operating activities

    

Net loss

   $  (225,789   $  (43,157

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     659       935  

Loss (Gain) on sale of fixed assets

     (1     220  

Bad debt expense

     —         33  

Employee stock based compensation

     160,156       27  

Non-cash interest expense

     1,061       97  

Change in fair value of warrants liabilities

     11,302       —    

Non-cash interest income on amounts due from stockholder

     (8     (12

Changes in operating assets and liabilities:

       —    

Accounts receivable

     (2,984     (962

Deferred costs

     388       (982

Inventories

     (492     (494

Prepaid expenses and other current assets

     (3,157     (71

Deposits and other assets

     (194     75  

Prepaid warranty

     205       157  

Accounts payable

     1,011       (976

Accrued expenses

     2,552       1,388  

Income tax payable

     47       58  

Deferred rent

     (100     (131

Deferred revenue

     (3,934     2,689  

Warrants

     43       —    

Other long-term liabilities payable

     0       1,209  
  

 

 

   

 

 

 

Net cash used in operating activities

     (59,235     (39,897
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchases of property and equipment

     (2,245     (425

Proceeds from the sale of fixed assets

     228       81  

Sales of investments

     —         647  

Proceeds from the maturity of investments

     —         754  
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (2,017     1,057  
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from issuance of common stock

     634       44,080  

Proceeds from borrowing SVB Bridge loan

     15,000       —    

Proceeds from borrowing PPP loan

     —         5,580  

Payment of loan - SVB bridge

     (15,000     —    

Payment of PPP loan

     (5,580     —    

Merger recapitalization

     4,214       —    

Proceeds from PIPE shares

     125,000       —    

Payment of transaction costs

     (21,179     —    

Proceeds from stock subscriptions

     293       47  
  

 

 

   

 

 

 

Net cash provided by financing activities

     103,382       49,707  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     217       (407
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     42,348       10,460  
  

 

 

   

 

 

 

Cash and cash equivalents

    

Beginning of the period

   $ 31,543     $ 10,806  
  

 

 

   

 

 

 

End of the period

   $ 73,891     $ 21,266  

Supplemental disclosures of non-cash investing and financing activities

    

Interest earned on subscription notes receivable

     8       12  

Unpaid purchases of property and equipment

     (1,446     —    

Non-cash settlement of related party loan receivable for common shares

     (1,075     —    

Unrealized loss on investment

     —         (2