Tenable Announces First Quarter 2022 Financial Results

Columbia, Maryland, UNITED STATES


  • Added 459 new enterprise platform customers and 17 net new six-figure customers.
  • Revenue of $159.4 million, up 29% year-over-year.
  • Calculated current billings of $156.5 million, up 31% year-over-year.
  • GAAP loss from operations of $17.5 million; Non-GAAP income from operations of $12.5 million.
  • Net cash provided by operating activities of $32.9 million; Unlevered free cash flow of $32.1 million.

COLUMBIA, Md., April 26, 2022 (GLOBE NEWSWIRE) -- Tenable Holdings, Inc. ("Tenable") (Nasdaq: TENB), the Cyber Exposure company, today announced financial results for the quarter ended March 31, 2022.

"We delivered outstanding results in the first quarter highlighted by accelerating top line growth, strong profitability and continued investment in innovation and new product capabilities," said Amit Yoran, Chairman and CEO of Tenable. "As our customers move toward more complex workloads in the cloud, they demand a cloud security program that effectively identifies, prioritizes and mitigates cyber exposure. We see a significant market opportunity ahead as we deepen our cyber exposure platform investments around identity, cloud, attack surface management, attack path analysis and other compelling analytics."

First Quarter 2022 Financial Highlights

  • Revenue was $159.4 million, a 29% increase year-over-year.
  • Calculated current billings was $156.5 million, a 31% increase year-over-year.
  • GAAP loss from operations was $17.5 million, compared to a loss of $5.8 million in the first quarter of 2021.
  • Non-GAAP income from operations was $12.5 million, compared to $13.9 million in the first quarter of 2021.
  • GAAP net loss was $24.5 million, compared to a loss of $7.7 million in the first quarter of 2021.
  • GAAP net loss per share was $0.22, compared to a loss per share of $0.07 in the first quarter of 2021.
  • Non-GAAP net income was $7.0 million, compared to $14.7 million in the first quarter of 2021.
  • Non-GAAP diluted earnings per share was $0.06, compared to $0.13 in the first quarter of 2021.
  • Cash and cash equivalents and short-term investments were $526.1 million at March 31, 2022, compared to $512.3 million at December 31, 2021.
  • Net cash provided by operating activities was $32.9 million, compared to $38.6 million in the first quarter of 2021.
  • Unlevered free cash flow was $32.1 million, compared to $37.6 million in the first quarter of 2021.

Recent Business Highlights

  • Added 459 new enterprise platform customers and 17 net new six-figure customers.
  • Delivered new capabilities for Tenable.cs, our cloud-native application security platform, to help organizations secure cloud resources, container images and cloud assets to provide end-to-end security from code to cloud to workload.
  • Expanded our Tenable.ep offering by integrating Tenable.ad and Tenable.cs into the platform, resulting in expanded coverage of the attack surface and deeper insights into cyber exposure for our customers.
  • Published The Threat Landscape Retrospective report to analyze the attack paths and vulnerabilities threat actors favor, plus insights that will help organizations prepare to face the oncoming challenges in 2022.

Financial Outlook

For the second quarter of 2022, we currently expect:

  • Revenue in the range of $162.0 million to $164.0 million.
  • Non-GAAP income from operations in the range of $6.0 million to $7.0 million.
  • Non-GAAP net income in the range of $1.0 million to $2.0 million, assuming interest expense of $3.5 million and a provision for income taxes of $1.6 million.
  • Non-GAAP diluted earnings per share in the range of $0.01 to $0.02.
  • 119.5 million diluted weighted average shares outstanding.

For the year ending December 31, 2022, we currently expect:

  • Calculated current billings in the range of $764.0 million to $772.0 million.
  • Revenue in the range of $673.0 million to $679.0 million.
  • Non-GAAP income from operations in the range of $44.0 million to $48.0 million.
  • Non-GAAP net income in the range of $19.5 million to $23.5 million, assuming interest expense of $15.7 million and a provision for income taxes of $8.0 million.
  • Non-GAAP diluted earnings per share in the range of $0.16 to $0.20.
  • 119.5 million diluted weighted average shares outstanding.

As previously announced today in a separate press release, we entered into a definitive agreement to acquire Bit Discovery, Inc. (“Bit Discovery”), an external attack surface management company. The acquisition is expected to close in June and, therefore, is not expected to have a significant impact on our financial outlook for Q2 2022. For the second half of the year ending December 31, 2022, revenue is not expected to be significant but we expect Bit Discovery to add $2 million to $3 million of calculated current billings and $2 million to $3 million of non-GAAP net loss. The impact of the acquisition of Bit Discovery is not reflected in our outlook above.

Conference Call Information

Tenable will host a conference call today, April 26, 2022, at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.

About Tenable

Tenable® is the Cyber Exposure company. Approximately 40,000 organizations around the globe rely on Tenable to understand and reduce cyber risk. As the creator of Nessus®, Tenable extended its expertise in vulnerabilities to deliver the world’s first platform to see and secure any digital asset on any computing platform. Tenable customers include approximately 60 percent of the Fortune 500, approximately 40 percent of the Global 2000, and large government agencies. Learn more at tenable.com.

Contact Information

Investor Relations
investors@tenable.com

Media Relations
tenablepr@tenable.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. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2021 and other filings that we make from time to time with the SEC, which are available on the SEC's website at sec.gov. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures and Other Key Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.

Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment, which includes capitalized internal use software. We believe free cash flow is an important liquidity measure of the cash (if any) that is available, after purchases of property and equipment, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate or use cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current and future financing needs.

Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities and amortization of acquired intangible assets. Acquisition-related expenses include transaction expenses and costs related to the intercompany transfer of acquired intellectual property.

Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net loss, excluding the effect of stock-based compensation, acquisition-related expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 Three Months Ended March 31,
(in thousands, except per share data) 2022   2021 
Revenue$159,368  $123,189 
Cost of revenue(1) 34,930   22,073 
Gross profit 124,438   101,116 
Operating expenses:   
Sales and marketing(1) 81,570   58,635 
Research and development(1) 34,290   26,838 
General and administrative(1) 26,126   21,445 
Total operating expenses 141,986   106,918 
Loss from operations (17,548)  (5,802)
Interest expense, net (3,326)  (28)
Other expense, net (944)  (66)
Loss before income taxes (21,818)  (5,896)
Provision for income taxes 2,688   1,852 
Net loss$(24,506) $(7,748)
    
Net loss per share, basic and diluted$(0.22) $(0.07)
Weighted-average shares used to compute net loss per share, basic and diluted 109,524   104,531 

_______________

(1)  Includes stock-based compensation as follows:

 Three Months Ended March 31,
  2022  2021
Cost of revenue$1,513 $937
Sales and marketing 10,065  6,296
Research and development 6,463  4,156
General and administrative 7,357  5,563
Total stock-based compensation$25,398 $16,952


TENABLE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

 March 31,
2022
 December 31,
2021
(in thousands, except per share data)(unaudited)  
Assets    
Current assets:   
Cash and cash equivalents$287,455  $278,000 
Short-term investments 238,645   234,292 
Accounts receivable (net of allowance for doubtful accounts of $423 and $524 at March 31, 2022 and December 31, 2021, respectively) 96,381   136,601 
Deferred commissions 40,335   40,311 
Prepaid expenses and other current assets 59,415   60,234 
Total current assets 722,231   749,438 
Property and equipment, net 39,598   36,833 
Deferred commissions (net of current portion) 58,928   59,638 
Operating lease right-of-use assets 37,521   38,530 
Acquired intangible assets, net 73,221   71,536 
Goodwill 280,574   261,614 
Other assets 25,802   31,230 
Total assets$1,237,875  $1,248,819 
    
Liabilities and Stockholders’ Equity   
Current liabilities:   
Accounts payable and accrued expenses$17,057  $16,254 
Accrued compensation 35,236   54,051 
Deferred revenue 404,786   407,498 
Operating lease liabilities 3,564   2,320 
Other current liabilities 3,162   3,759 
Total current liabilities 463,805   483,882 
Deferred revenue (net of current portion) 122,722   123,387 
Term loan, net of issuance costs (net of current portion) 364,063   364,728 
Operating lease liabilities (net of current portion) 53,685   55,046 
Other liabilities 6,632   6,463 
Total liabilities 1,010,907   1,033,506 
    
Stockholders’ equity:   
Common stock (par value: $0.01; 500,000 shares authorized; 110,287 and 108,929 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively) 1,103   1,089 
Additional paid-in capital 906,263   869,059 
Accumulated other comprehensive loss (1,363)  (306)
Accumulated deficit (679,035)  (654,529)
Total stockholders’ equity 226,968   215,313 
Total liabilities and stockholders’ equity$1,237,875  $1,248,819 


TENABLE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

 Three Months Ended March 31,
(in thousands) 2022   2021 
Cash flows from operating activities:   
Net loss$(24,506) $(7,748)
Adjustments to reconcile net loss to net cash provided by operating activities:  
Depreciation and amortization 4,896   2,816 
Stock-based compensation 25,398   16,952 
Other 1,323   313 
Changes in operating assets and liabilities:   
Accounts receivable 40,341   32,455 
Prepaid expenses and other assets 8,463   5,427 
Accounts payable, accrued expenses and accrued compensation (18,745)  (6,003)
Deferred revenue (3,543)  (5,648)
Other current and noncurrent liabilities (765)  61 
Net cash provided by operating activities 32,862   38,625 
    
Cash flows from investing activities:   
Purchases of property and equipment (4,811)  (1,061)
Purchases of short-term investments (60,850)  (29,361)
Sales and maturities of short-term investments 55,135   31,000 
Business combination, net of cash acquired (22,960)   
Net cash (used in) provided by investing activities (33,486)  578 
    
Cash flows from financing activities:   
Payments on term loan (938)   
Proceeds from stock issued in connection with the employee stock purchase plan 8,882   8,046 
Proceeds from the exercise of stock options 2,587   4,015 
Other financing activities (3)  (3)
Net cash provided by financing activities 10,528   12,058 
Effect of exchange rate changes on cash and cash equivalents and restricted cash (449)  (1,068)
Net increase in cash and cash equivalents and restricted cash 9,455   50,193 
Cash and cash equivalents and restricted cash at beginning of period 278,271   178,463 
Cash and cash equivalents and restricted cash at end of period$287,726  $228,656 


TENABLE HOLDINGS, INC.
REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)

RevenueThree Months Ended March 31,
(in thousands) 2022  2021
Subscription revenue$142,687 $107,402
Perpetual license and maintenance revenue 12,873  12,405
Professional services and other revenue 3,808  3,382
Revenue(1)$159,368 $123,189

_______________

(1)  Recurring revenue, which includes revenue from subscription arrangements for software and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% and 94% of revenue in the three months ended March 31, 2022 and 2021, respectively.

Calculated Current BillingsThree Months Ended March 31,
(in thousands) 2022   2021 
Revenue$159,368  $123,189 
Add: Deferred revenue (current), end of period 404,786   325,113 
Less: Deferred revenue (current), beginning of period(1) (407,635)  (328,819)
Calculated current billings$156,519  $119,483 

_______________

(1)  Deferred revenue (current), beginning of period for the three months ended March 31, 2022 includes $0.1 million related to Cymptom's deferred revenue at the acquisition date, which is not included in deferred revenue (current) balance at December 31, 2021.

Free Cash Flow and Unlevered Free Cash FlowThree Months Ended March 31,
(in thousands) 2022   2021 
Net cash provided by operating activities$32,862  $38,625 
Purchases of property and equipment (4,811)  (1,061)
Free cash flow(1) 28,051   37,564 
Cash paid for interest and other financing costs 4,051   71 
Unlevered free cash flow(1)$32,102  $37,635 

________________

(1)  Free cash flow and unlevered free cash flow for the periods presented were impacted by:

 Three Months Ended March 31,
(in millions) 2022   2021 
Employee stock purchase plan activity$(4.0) $(5.0)
Acquisition-related expenses (0.7)  (1.7)
Costs related to intra-entity asset transfers (0.8)   
Tax payment on intra-entity asset transfers (2.7)  (2.8)

Free cash flow and unlevered free cash flow for the three months ended March 31, 2022 and 2021 were benefited by approximately $6 million and $5 million, respectively, as a result of the accelerated timing of payments for insurance, professional fees and rent in prior quarters.

Non-GAAP Income from Operations and Non-GAAP Operating MarginThree Months Ended March 31,
(dollars in thousands) 2022    2021  
Loss from operations$(17,548)  $(5,802) 
Stock-based compensation 25,398    16,952  
Acquisition-related expenses 1,341    2,158  
Costs related to intra-entity asset transfers 838      
Amortization of acquired intangible assets 2,427    579  
Non-GAAP income from operations$12,456   $13,887  
Operating margin (11%  (5%
Non-GAAP operating margin 8 %  11 %


Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ended March 31,
(in thousands, except for per share amounts) 2022   2021 
Net loss$(24,506) $(7,748)
Stock-based compensation 25,398   16,952 
Tax impact of stock-based compensation(1) 1,066   (4)
Acquisition-related expenses(2) 1,341   2,158 
Costs related to intra-entity asset transfers(3) 838    
Amortization of acquired intangible assets(4) 2,427   579 
Tax impact of acquisitions(5) (442)   
Tax impact of intra-entity asset transfers(6) 843   2,808 
Non-GAAP net income$6,965  $14,745 
    
Net loss per share, diluted$(0.22) $(0.07)
Stock-based compensation 0.23   0.16 
Tax impact of stock-based compensation(1) 0.01    
Acquisition-related expenses(2) 0.01   0.02 
Costs related to intra-entity asset transfers(3) 0.01    
Amortization of acquired intangible assets(4) 0.02    
Tax impact of acquisitions(5) (0.01)   
Tax impact of intra-entity asset transfers(6) 0.01   0.03 
Adjustment to diluted earnings per share(7)    (0.01)
Non-GAAP earnings per share, diluted$0.06  $0.13 
    
Weighted-average shares used to compute GAAP net loss per share, diluted 109,524   104,531 
    
Weighted-average shares used to compute non-GAAP earnings per share, diluted 117,155   113,934 

________________

(1)  The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.

(2)  The tax impact of acquisition-related expenses is not material.

(3)  The costs related to the intra-entity asset transfer resulted from our internal restructuring of Cymptom.

(4)  The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.

(5)  The tax impact of acquisitions is related to the deferred tax benefits of the Alsid acquisition.

(6)  The tax impact of the intra-entity asset transfers are related to current tax payments based on the applicable Israeli tax rates resulting from our internal restructuring of Cymptom and Indegy in the three months ended March 31, 2022 and 2021, respectively.

(7)  An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.


Non-GAAP Gross Profit and Non-GAAP Gross MarginThree Months Ended March 31,
(dollars in thousands) 2022   2021 
Gross profit$124,438  $101,116 
Stock-based compensation 1,513   937 
Amortization of acquired intangible assets 2,427   579 
Non-GAAP gross profit$128,378  $102,632 
Gross margin 78%  82%
Non-GAAP gross margin 81%  83%


Non-GAAP Sales and Marketing ExpenseThree Months Ended March 31,
(dollars in thousands) 2022   2021 
Sales and marketing expense$81,570  $58,635 
Less: Stock-based compensation 10,065   6,296 
Non-GAAP sales and marketing expense$71,505  $52,339 
Non-GAAP sales and marketing expense as % of revenue 45%  42%


Non-GAAP Research and Development ExpenseThree Months Ended March 31,
(dollars in thousands) 2022   2021 
Research and development expense$34,290  $26,838 
Less: Stock-based compensation 6,463   4,156 
Non-GAAP research and development expense$27,827  $22,682 
Non-GAAP research and development expense as % of revenue 17%  18%


Non-GAAP General and Administrative ExpenseThree Months Ended March 31,
(dollars in thousands) 2022   2021 
General and administrative expense$26,126  $21,445 
Less: Stock-based compensation 7,357   5,563 
Less: Acquisition-related expenses 1,341   2,158 
Less: Costs related to intra-entity asset transfer 838    
Non-GAAP general and administrative expense$16,590  $13,724 
Non-GAAP general and administrative expense as % of revenue 10%  11%


The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income and non-GAAP earnings per share are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.

Forecasted Non-GAAP Income from OperationsThree Months Ending June 30, 2022 Year Ending December 31, 2022
(in millions)Low High Low High
Forecasted loss from operations$(28.6) $(27.6) $(90.1) $(86.1)
Forecasted stock-based compensation 31.5   31.5   121.2   121.2 
Forecasted acquisition-related expenses 0.4   0.4   1.7   1.7 
Forecasted costs related to intra-entity asset transfers       0.8   0.8 
Forecasted amortization of acquired intangible assets 2.7   2.7   10.4   10.4 
Forecasted non-GAAP income from operations$6.0  $7.0  $44.0  $48.0 


Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per ShareThree Months Ending June 30, 2022 Year Ending December 31, 2022
(in millions, except per share data)Low High Low High
Forecasted net loss(1)$(34.3) $(33.3) $(118.1) $(114.1)
Forecasted stock-based compensation 31.5   31.5   121.2   121.2 
Forecasted tax impact of stock-based compensation 0.4   0.4   2.1   2.1 
Forecasted acquisition-related expenses 0.4   0.4   1.7   1.7 
Forecasted costs related to intra-entity asset transfers       0.8   0.8 
Forecasted amortization of acquired intangible assets 2.7   2.7   10.4   10.4 
Forecasted tax impact of acquisitions (0.3)  (0.3)  (1.5)  (1.5)
Forecasted tax impact of intra-entity asset transfers 0.6   0.6   2.9   2.9 
Forecasted non-GAAP net income$1.0  $2.0  $19.5  $23.5 
        
Forecasted net loss per share, diluted(1)$(0.31) $(0.30) $(1.06) $(1.02)
Forecasted stock-based compensation 0.29   0.29   1.09   1.09 
Forecasted tax impact of stock-based compensation       0.02   0.02 
Forecasted acquisition-related expenses       0.01   0.01 
Forecasted costs related to intra-entity asset transfers       0.01   0.01 
Forecasted amortization of acquired intangible assets 0.02   0.02   0.09   0.09 
Forecasted tax impact of acquisitions       (0.01)  (0.01)
Forecasted tax impact of intra-entity asset transfers 0.01   0.01   0.02   0.02 
Adjustment to diluted earnings per share(2)       (0.01)  (0.01)
Forecasted non-GAAP earnings per share, diluted$0.01  $0.02  $0.16  $0.20 
        
Forecasted weighted-average shares used to compute net loss per share, diluted 111.0   111.0   111.5   111.5 
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted 119.5   119.5   119.5   119.5 

________________
(1)  The forecasted GAAP net loss assumes income tax expense of $2.3 million and $11.5 million in the three months ending June 30, 2022 and the year ending December 31, 2022, respectively.

(2)  Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.