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OneSpan Reports Results for Fourth Quarter 2021 and Full Year 2021

Fourth Quarter Financial Results

  • Q4 Total revenue grew 12% year-over-year to $59.2 million
  • Q4 Recurring revenue grew 4% year-over-year to $31.6 million1
  • Q4 Annual Recurring Revenue (ARR) grew 20% year-over-year to $125.0 million2
  • Q4 Dollar-based net expansion (DBNE) of 115%3
  • Q4 GAAP net loss of $13.8 million
  • Q4 Adjusted EBITDA of $(0.6) million4
  • Q4 GAAP loss per diluted share of $0.35; Q4 Non-GAAP loss per diluted share of $0.244

     

Full Year Financial Results

  • FY Total revenue declined 1% year-over-year to $214.5 million
  • FY Recurring revenue grew 18% year-over-year to $119.8 million1
  • FY GAAP net loss of $30.6 million
  • FY Adjusted EBITDA of $(5.1) million4
  • FY GAAP loss per diluted share of $0.77; FY Non-GAAP loss per diluted share of $0.414

OneSpan Inc. (NASDAQ: OSPN), a global leader in identity verification and e-signatures today reported financial results for the fourth quarter and year ended December 31, 2021.

“We are pleased with the strong momentum we finished the year with – exceeding our expectations for revenue, ARR and adjusted EBITDA,” stated OneSpan CEO, Matt Moynahan. “As I look ahead to 2022, I am encouraged by the strength in our solutions and market position, as well as the potential to enhance our operations and go-to-market strategy. We are making significant progress on our long-term strategic plan and I look forward to discussing opportunities for both growth and shareholder value creation at our upcoming investor day in the second quarter.”

Fourth Quarter and Full Year 2021 Financial Highlights

  • Revenue for the fourth quarter of 2021 was $59.2 million, an increase of 12% from $52.9 million for the fourth quarter of 2020. Revenue for the year ended 2021 was $214.5 million, a decrease of 1% from $215.7 million for the year ended 2020.
  • Gross profit for the fourth quarter of 2021 was $37.5 million and $142.9 million for the year ended 2021. Gross profit for the fourth quarter of 2020 was $38.2 million and $148.1 million for the year ended 2020. Gross margin for the fourth quarter of 2021 was 63% and for the year ended 2021 was 67%. Gross margin for the fourth quarter of 2020 was 72% and for the year ended 2020 was 69%.
  • GAAP operating loss for the fourth quarter of 2021 was $6.0 million, and for the year ended 2021 was $26.1 million. GAAP operating loss for the fourth quarter of 2020 was $2.0 million, and for the year ended 2020 was $5.3 million.
  • The income tax provision for the fourth quarter of 2021 was $6.8 million compared to $0.3 million for the fourth quarter of 2020. The income tax provision for the year ended 2021 was $4.4 million compared to $2.0 million for the year ended 2020. Higher expense for both the fourth quarter and year ended 2021 was primarily attributable to an increase in the valuation allowance recorded on U.S. deferred tax assets.
  • GAAP net loss for the fourth quarter of 2021 was $13.8 million, or $0.35 per share, and $30.6 million, or $0.77 per share for the year ended 2021. GAAP net loss for the fourth quarter of 2020 was $1.8 million, or $0.04 per share. GAAP net loss for the year ended 2020 was $5.5 million, or $0.14 per share.
  • Non-GAAP net income (loss) for the fourth quarter of 2021 was $(9.3) million or $(0.24) per diluted share, and for the year ended 2021 was $(16.2) million or $(0.41) per diluted share. Non-GAAP net income for the fourth quarter of 2020 was $1.4 million or $0.03 per diluted share, and for the year ended 2020 was $6.6 million, or $0.16 per diluted share.
  • Adjusted EBITDA for the fourth quarter of 2021 was $(0.6) million and for the year ended 2021 was $(5.1) million. Adjusted EBITDA for the fourth quarter of 2020 was $3.2 million, and for the year ended 2020 was $14.2 million.
  • Cash, cash equivalents and short-term investments at December 31, 2021 totaled $98.5 million compared to $97.8 million and $115.3 million at September 30, 2021 and December 31, 2020, respectively. During the year ended 2021, $7.5 million of shares were repurchased, compared to $5.0 million of share repurchases during the year ended 2020.

Outlook

For the Full Year 2022, OneSpan currently expects:

  • Revenue to meet or exceed full year 2021 revenue.
  • Adjusted EBITDA to be approximately break-even or higher.5

Conference Call Details

In conjunction with this announcement, OneSpan Inc. will host a conference call today, February 22, 2022, at 4:30 p.m. EST. During the conference call, Mr. Matthew Moynahan, CEO, and Mr. Jan Kees van Gaalen, interim CFO, will discuss OneSpan’s results for the fourth quarter and year ended 2021.

To access the conference call, dial 844-200-6205 for the U.S. or Canada and 1-929-526-1599 for international callers. The access code is 890773.

The conference call is also available in listen-only mode at investors.onespan.com. The recorded version of the conference call will be available on the OneSpan website as soon as possible following the call and will be available for replay for approximately one year.


  1. Recurring revenue is comprised of subscription, term-based software licenses, and maintenance revenue.
  2. ARR is calculated as the annualized value of our customer recurring contracts with a term of at least one-year, as of the measuring date. These include subscription, term-based license, and maintenance contracts and exclude one-time fees. To the extent that we are negotiating a renewal with a customer after the expiration of a recurring contract, we continue to include that revenue in ARR if we are actively in discussion with the customer for a new recurring contract or renewal, or until such customer notifies us that it is not renewing its recurring contract.
  3. DBNE is defined as the year-over-year growth in ARR from the same set of customers at the end of the prior year period.
  4. An explanation of the use of non-GAAP financial measures is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure has also been provided in the tables below.
  5. We are not providing a reconciliation to GAAP net income as the most directly comparable GAAP measure because we are unable to predict certain items contained in the GAAP measure without unreasonable efforts.

About OneSpan

OneSpan helps protect the world from digital fraud by establishing trust in people’s identities, the devices they use, and the transactions they execute. OneSpan’s security solutions significantly reduce digital transaction fraud and enable regulatory compliance for more than half of the top 100 global banks and thousands of financial institutions around the world. Whether automating agreements with identity verification and e-signatures, reducing fraud using advanced analytics, or transparently securing financial transactions, OneSpan helps lower costs and accelerate customer acquisition while improving the user experience. Learn more at OneSpan.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements regarding the potential benefits, performance and functionality of our products and solutions, including future offerings; our expectations, beliefs, plans, operations and strategies relating to our business and the future of our business; our strategic plans regarding our portfolio, including acquisitions and dispositions; and our expectations regarding our financial performance in the future. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", “expect", "intend", "continue", "outlook", "may", "will", "should", "could", or "might", and other similar expressions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could materially affect our business and financial results include, but are not limited to: market acceptance of our products and solutions and competitors’ offerings; the potential effects of technological changes; the impact of the COVID-19 pandemic and actions taken to contain it; disruption in global transportation and supply chains; our ability to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio actions; the execution of our transformative strategy on a global scale; the increasing frequency and sophistication of cybersecurity attacks; claims that we have infringed the intellectual property rights of others; changes in customer requirements; price competitive bidding; changing laws, government regulations or policies; pressures on price levels; investments in new products or businesses that may not achieve expected returns; impairment of goodwill or amortizable intangible assets causing a significant charge to earnings; actions of activist stockholders; and exposure to increased economic and operational uncertainties from operating a global business, as well as those factors described in the “Risk Factors” section of our most recently filed Form 10-K. Our filings with the Securities and Exchange Commission (the “SEC”) and other important information can be found in the Investor Relations section of our website at investors.onespan.com. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this press release, except as required by law.

Unless otherwise noted, references in this press release to “OneSpan”, “Company”, “we”, “our”, and “us” refer to OneSpan Inc. and its subsidiaries.

OneSpan Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2021

 

2020 (1.)

 

2021

 

2020 (1.)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Product and license

 

$

35,342

 

 

$

29,093

 

 

$

120,358

 

 

$

132,986

 

Services and other

 

 

23,811

 

 

 

23,835

 

 

 

94,123

 

 

 

82,705

 

Total revenue

 

 

59,153

 

 

 

52,928

 

 

 

214,481

 

 

 

215,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

 

 

 

 

 

 

 

Product and license

 

 

15,377

 

 

 

9,489

 

 

 

46,196

 

 

 

46,013

 

Services and other

 

 

6,309

 

 

 

5,224

 

 

 

25,350

 

 

 

21,619

 

Total cost of goods sold

 

 

21,686

 

 

 

14,713

 

 

 

71,546

 

 

 

67,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

37,467

 

 

 

38,215

 

 

 

142,935

 

 

 

148,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

16,092

 

 

 

15,680

 

 

 

62,730

 

 

 

56,663

 

Research and development

 

 

11,715

 

 

 

10,016

 

 

 

47,414

 

 

 

41,194

 

General and administrative

 

 

14,234

 

 

 

12,487

 

 

 

53,031

 

 

 

46,338

 

Amortization of intangible assets

 

 

1,385

 

 

 

2,073

 

 

 

5,888

 

 

 

9,122

 

Total operating costs

 

 

43,426

 

 

 

40,256

 

 

 

169,063

 

 

 

153,317

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(5,959

)

 

 

(2,041

)

 

 

(26,128

)

 

 

(5,258

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

 

(3

)

 

 

15

 

 

 

(1

)

 

 

404

 

Other income (expense), net

 

 

(964

)

 

 

547

 

 

 

(14

)

 

 

1,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(6,926

)

 

 

(1,479

)

 

 

(26,143

)

 

 

(3,420

)

Provision for income taxes

 

 

6,847

 

 

 

277

 

 

 

4,441

 

 

 

2,035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,773

)

 

$

(1,756

)

 

$

(30,584

)

 

$

(5,455

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.35

)

 

$

(0.04

)

 

$

(0.77

)

 

$

(0.14

)

Diluted

 

$

(0.35

)

 

$

(0.04

)

 

$

(0.77

)

 

$

(0.14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

39,458

 

 

 

39,990

 

 

 

39,614

 

 

 

40,035

 

Diluted

 

 

39,458

 

 

 

39,990

 

 

 

39,614

 

 

 

40,035

(1)

2020 results have been revised to correct for certain immaterial misstatements. For additional information, see the “Revision of Prior Period Financial Statements” section of this press release.

OneSpan Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, unaudited)

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

 

2021

 

2020

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and equivalents

 

$

63,380

 

 

$

88,394

 

Short term investments

 

 

35,108

 

 

 

26,859

 

Accounts receivable, net of allowances of $1,419 in 2021 and $4,135 in 2020

 

 

56,612

 

 

 

57,537

 

Inventories, net

 

 

10,345

 

 

 

13,093

 

Prepaid expenses

 

 

7,594

 

 

 

7,837

 

Contract assets

 

 

4,694

 

 

 

7,202

 

Other current assets

 

 

9,356

 

 

 

6,256

 

Total current assets

 

 

187,089

 

 

 

207,178

 

Property and equipment, net

 

 

10,757

 

 

 

11,835

 

Operating lease right-of-use assets

 

 

9,197

 

 

 

11,356

 

Goodwill

 

 

96,174

 

 

 

97,552

 

Intangible assets, net of accumulated amortization

 

 

21,270

 

 

 

27,196

 

Deferred income taxes

 

 

3,786

 

 

 

7,030

 

Contract assets - non-current

 

 

195

 

 

 

1,877

 

Other assets

 

 

13,803

 

 

 

11,179

 

Total assets

 

$

342,271

 

 

$

375,203

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

8,204

 

 

$

5,684

 

Deferred revenue

 

 

54,617

 

 

 

43,417

 

Accrued wages and payroll taxes

 

 

16,607

 

 

 

13,649

 

Short-term income taxes payable

 

 

1,103

 

 

 

2,618

 

Other accrued expenses

 

 

7,668

 

 

 

8,334

 

Deferred compensation

 

 

877

 

 

 

1,602

 

Total current liabilities

 

 

89,076

 

 

 

75,304

 

Long-term deferred revenue

 

 

9,125

 

 

 

11,730

 

Long-term lease liabilities

 

 

10,180

 

 

 

12,399

 

Other long-term liabilities

 

 

7,770

 

 

 

10,423

 

Long-term income taxes payable

 

 

5,054

 

 

 

6,095

 

Deferred income taxes

 

 

1,286

 

 

 

1,912

 

Total liabilities

 

 

122,491

 

 

 

117,863

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock: 500 shares authorized, none issued and outstanding at December 31, 2021 and December 31, 2020

 

 

 

 

 

 

Common stock: $.001 par value per share, 75,000 shares authorized; 40,593 and 40,353 shares issued; 40,001 and 40,103 shares outstanding at December 31, 2021 and December 31, 2020, respectively

 

 

40

 

 

 

40

 

Additional paid-in capital

 

 

100,250

 

 

 

98,819

 

Treasury stock, at cost, 592 and 250 shares outstanding at December 31, 2021 and December 31, 2020, respectively

 

 

(12,501

)

 

 

(5,030

)

Retained earnings

 

 

143,173

 

 

 

173,731

 

Accumulated other comprehensive loss

 

 

(11,182

)

 

 

(10,220

)

Total stockholders' equity

 

 

219,780

 

 

 

257,340

 

Total liabilities and stockholders' equity

 

$

342,271

 

 

$

375,203

 

OneSpan Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

 

 

 

 

 

 

 

 

 

Twelve months ended December 31,

 

 

2021

 

2020

Cash flows from operating activities:

 

 

 

 

 

 

Net loss from operations

 

$

(30,584

)

 

$

(5,455

)

Adjustments to reconcile net loss from operations to net cash provided by (used in) operations:

 

 

 

 

 

 

Depreciation and amortization of intangible assets

 

 

8,926

 

 

 

12,003

 

Loss on disposal of assets

 

 

13

 

 

 

118

 

Deferred tax benefit

 

 

2,823

 

 

 

(1,487

)

Stock-based compensation

 

 

4,354

 

 

 

4,740

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

2,047

 

 

 

5,181

 

Allowance for doubtful accounts

 

 

(2,705

)

 

 

1,611

 

Inventories, net

 

 

2,209

 

 

 

6,725

 

Contract assets

 

 

3,787

 

 

 

(191

)

Accounts payable

 

 

2,716

 

 

 

(5,237

)

Income taxes payable

 

 

(2,525

)

 

 

(5,642

)

Accrued expenses

 

 

3,089

 

 

 

(3,124

)

Deferred compensation

 

 

(725

)

 

 

574

 

Deferred revenue

 

 

9,713

 

 

 

8,342

 

Other assets and liabilities

 

 

(5,883

)

 

 

(3,236

)

Net cash provided by (used in) operating activities

 

 

(2,745

)

 

 

14,922

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of short term investments

 

 

(59,925

)

 

 

(34,060

)

Maturities of short term investments

 

 

51,149

 

 

 

32,630

 

Additions to property and equipment

 

 

(2,169

)

 

 

(3,101

)

Additions to intangible assets

 

 

(35

)

 

 

(133

)

Net cash used in investing activities

 

 

(10,980

)

 

 

(4,664

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Repurchase of common stock

 

 

(7,471

)

 

 

(5,030

)

Tax payments for restricted stock issuances

 

 

(2,923

)

 

 

(2,030

)

Net cash used in financing activities

 

 

(10,394

)

 

 

(7,060

)

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(895

)

 

 

914

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(25,014

)

 

 

4,112

 

Cash, cash equivalents, and restricted cash, beginning of period

 

 

89,241

 

 

 

85,129

 

Cash, cash equivalents, and restricted cash, end of period

 

$

64,227

 

 

$

89,241

 

Revenue by major products and services (in thousands, unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31,

 

Twelve months ended December 31,

 

2021

 

2020

 

2021

 

2020

Hardware

$

24,474

 

$

16,236

 

$

79,501

 

$

81,849

Term-based software licenses

 

8,785

 

 

8,132

 

 

30,294

 

 

24,602

Perpetual software licenses

 

2,083

 

 

4,725

 

 

10,563

 

 

26,535

Product and license

$

35,342

 

$

29,093

 

$

120,358

 

$

132,986

 

 

 

 

 

 

 

 

 

 

 

 

Subscription

 

9,787

 

 

8,502

 

 

38,213

 

 

27,788

Professional services

 

1,039

 

 

1,589

 

 

4,634

 

 

5,689

Maintenance, support, and other

 

12,985

 

 

13,744

 

 

51,276

 

 

49,228

Services and other

$

23,811

 

$

23,835

 

$

94,123

 

$

82,705

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$

59,153

 

$

52,928

 

$

214,481

 

$

215,691

Recurring Revenue (in thousands, unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31,

 

Twelve months ended December 31,

 

 

2021

 

2020

 

 

2021

 

2020

Subscription

$

9,787

 

$

8,502

 

$

38,213

 

$

27,788

Term-based software licenses

 

8,785

 

 

8,132

 

 

30,294

 

 

24,602

Maintenance, support, and other

 

12,985

 

 

13,744

 

 

51,276

 

 

49,228

Total Recurring Revenue

$

31,557

 

$

30,378

 

$

119,783

 

$

101,618

Non-GAAP Financial Measures

We report financial results in accordance with GAAP. We also evaluate our performance using certain non-GAAP operating metrics, namely Adjusted EBITDA, non-GAAP Net Income and non-GAAP diluted EPS. Our management believes that these measures provide useful supplemental information regarding the performance of our business and facilitates in comparison to our historical operating results.

These non-GAAP financial measures are not measures of performance under GAAP and should not be considered in isolation or as alternatives or substitutes for the most directly comparable financial measures calculated in accordance with GAAP. While we believe that these non-GAAP financial measures are useful within the context described below, they are in fact incomplete and are not measures that should be used to evaluate our full performance or our prospects. Such an evaluation needs to consider all of the complexities associated with our business including, but not limited to, how past actions are affecting current results and how they may affect future results, how we have chosen to finance the business, and how taxes affect the final amounts that are or will be available to stockholders as a return on their investment. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are found below.

Adjusted EBITDA

We define Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, long-term incentive compensation, and certain non-recurring items, including acquisition related costs, lease exit costs, rebranding costs, and non-routine shareholder matters. We use Adjusted EBITDA as a simplified measure of performance for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that Adjusted EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation, amortization, long-term incentive compensation, and certain non-recurring items, we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation, amortization, long-term incentive compensation, non-routine shareholder matters), deal with the structure or financing of the business (e.g., interest, one-time strategic action costs) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes). Similarly, we find that the comparison of our results to those of our competitors is facilitated when we do not consider the impact of these items.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands, unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2021

 

2020

 

2021

 

2020

Net loss

 

$

(13,773

)

 

$

(1,756

)

 

$

(30,584

)

 

$

(5,455

)

Interest income (expense), net

 

 

3

 

 

 

(15

)

 

 

1

 

 

 

(404

)

Provision (benefit) for income taxes

 

 

6,847

 

 

 

277

 

 

 

4,441

 

 

 

2,035

 

Depreciation and amortization of intangible assets

 

 

2,166

 

 

 

2,810

 

 

 

8,926

 

 

 

12,003

 

Long-term incentive compensation

 

 

1,581

 

 

 

1,840

 

 

 

5,202

 

 

 

6,001

 

Non-recurring items (1)

 

 

2,618

 

 

 

 

 

 

6,951

 

 

 

 

Adjusted EBITDA

 

$

(558

)

 

$

3,156

 

 

$

(5,063

)

 

$

14,180

 

 

(1) Non-recurring items include $2.6 million and $3.5 million of outside services costs associated with our strategic action plan for the three months and twelve months ended December 31, 2021, respectively. For the twelve months ended December 31, 2021 Non-recurring items also include $2.8 million of outside service costs related to the proxy contest for the twelve months ended December 31, 2021 and the related $0.7 million settlement with Legion Partners Holdings, LLC.

Non-GAAP Net Income & Non-GAAP Diluted EPS

We define non-GAAP net income and non-GAAP diluted EPS, as net income or EPS before the consideration of long-term incentive compensation expenses, the amortization of intangible assets, and certain non-recurring items. We use these measures to assess the impact of our performance excluding items that can significantly impact the comparison of our results between periods and the comparison to competitors.

Long-term incentive compensation for management and others is directly tied to performance, and this measure allows management to see the relationship of the cost of incentives to the performance of the business operations directly if such incentives are based on that period’s performance. To the extent that such incentives are based on performance over a period of several years, there may be periods that have significant adjustments to the accruals in the period that relate to a longer period of time, which can make it difficult to assess the results of the business operations in the current period. In addition, the Company’s long-term incentives generally reflect the use of restricted stock unit grants or cash awards while other companies may use different forms of incentives the cost of which is determined on a different basis, which makes a comparison difficult. We exclude amortization of intangible assets as we believe the amount of such expense in any given period may not be correlated directly to the performance of the business operations and that such expenses can vary significantly between periods as a result of new acquisitions, the full amortization of previously acquired intangible assets or the write down of such assets due to an impairment event. However, intangible assets contribute to current and future revenue, and related amortization expense will recur in future periods until expired or written down.

We also exclude certain non-recurring items including one-time strategic action costs and non-recurring shareholder matters, as these items are unrelated to the operations of our core business. By excluding these items, we are better able to compare the operating results of our underlying core business from one reporting period to the next.

We make a tax adjustment based on the above adjustments resulting in an effective tax rate on a non-GAAP basis, which may differ from the GAAP tax rate. We believe the effective tax rates we use in the adjustment are reasonable estimates of the overall tax rates for the Company under its global operating structure.

Reconciliation of Net Income to Non-GAAP Net Income

(in thousands, unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2021

 

2020

 

2021

 

2020

Net loss

 

$

(13,773

)

 

$

(1,756

)

 

$

(30,584

)

 

$

(5,455

)

Long-term incentive compensation

 

 

1,581

 

 

 

1,840

 

 

 

5,202

 

 

 

6,001

 

Amortization of intangible assets

 

 

1,385

 

 

 

2,073

 

 

 

5,888

 

 

 

9,122

 

Non-recurring items (1)

 

 

2,618

 

 

 

 

 

 

6,951

 

 

 

 

Tax impact of adjustments (2)

 

 

(1,117

)

 

 

(783

)

 

 

(3,608

)

 

 

(3,025

)

Non-GAAP net income (loss)

 

$

(9,306

)

 

$

1,374

 

 

$

(16,151

)

 

$

6,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss) per share

 

$

(0.24

)

 

$

0.03

 

 

$

(0.41

)

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares used to compute Non-GAAP diluted earnings per share

 

 

39,458

 

 

 

40,283

 

 

 

39,614

 

 

 

40,294

 

 

(1) Non-recurring items include $2.6 million and $3.5 million of outside services costs associated with our strategic action plan for the three months and twelve months ended December 31, 2021, respectively. For the twelve months ended December 31, 2021 Non-recurring items also include $2.8 million of outside service costs related to the proxy contest for the twelve months ended December 31, 2021 and the related $0.7 million settlement with Legion Partners Holdings, LLC.

(2) The tax impact of adjustments is calculated as 20% of the adjustments in all periods.

Revision of Prior Period Financial Statements

The Company identified immaterial errors related to certain costs directly attributable to the production and distribution of hardware products. The costs were not properly categorized in certain prior periods, which resulted in an understatement of product and license cost of goods sold and an overstatement of sales and marketing expense.

We evaluated the aggregate effects of the errors to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included in our Annual Reports on Form 10-K for the years ended December 31, 2020 and 2019, or for any quarterly periods included therein or through our Quarterly Report on Form 10-Q and Current Report on Form 8-K for the quarterly periods ended September 30, 2021, June 30, 2021, and March 31, 2021. Additional information around the prior period adjustments is available in the notes to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

To correct these immaterial errors related to prior periods, the company adjusted the prior period product and license cost of goods sold and sales and marketing expense in this earnings press release and expects to adjust the prior period amounts in future filings with the SEC.

The following table tables present the effects of the aforementioned revisions on our consolidated statement of operations for the year ended December 31, 2020.

 

 

Three Months Ended December 31, 2020

 

Twelve Months Ended December 31, 2020

in thousands

 

As

Previously Reported

 

Adjustments

 

As Revised

 

As

Previously Reported

 

Adjustments

 

As Revised

Cost of goods sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product and license

 

$

8,442

 

$

1,047

 

$

9,489

 

$

41,820

 

$

4,193

 

$

46,013

Total cost of goods sold

 

 

13,666

 

 

1,047

 

 

14,713

 

 

63,439

 

 

4,193

 

 

67,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

39,262

 

 

(1,047)

 

 

38,215

 

 

152,252

 

 

(4,193)

 

 

148,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

16,727

 

 

(1,047)

 

 

15,680

 

 

60,856

 

 

(4,193)

 

 

56,663

Total operating costs

 

 

41,303

 

 

(1,047)

 

 

40,256

 

 

157,510

 

 

(4,193)

 

 

153,317

Copyright© 2022 OneSpan North America Inc., all rights reserved. OneSpan™ is a registered or unregistered trademark of OneSpan North America Inc. or its affiliates in the U.S. and other countries.

Contacts

Investor Contact:

Joe Maxa

Vice President of Investor Relations

+1-312-766-4009

joe.maxa@onespan.com

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