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Mandiant, Inc. (MNDT) SEC Filing 8-K Material Event for the period ending Monday, February 7, 2022

Mandiant, Inc.

CIK: 1370880 Ticker: MNDT

Exhibit 99.1

Mandiant Reports Financial Results for Fourth Quarter and Full Year 2021

Revenue from continuing operations increased 21 percent from the fourth quarter of 2020
Annualized recurring revenue for continuing operations increased 23 percent from the end of the fourth quarter of 2020 to $279 million1
Deferred revenue increased 44 percent from the end of the fourth quarter of 2020 to $410 million
Repurchased $200 million of common stock in the fourth quarter under Board-approved stock repurchase program
Reston, Va. – Feb. 8, 2022 – Mandiant, Inc. (NASDAQ: MNDT), the leader in dynamic cyber defense and response, today announced financial results for the fourth quarter and full year ended December 31, 2021.
“We achieved a significant milestone in Q4, divesting the FireEye Products business and positioning Mandiant to deliver accelerating growth and extend our leadership position in expertise and intelligence,” said Kevin Mandia, Mandiant Chief Executive Officer. “We are uniquely positioned to address an enormous market need and can concentrate all of our attention on helping organizations close their cyber security gap.”
“We had record billings and revenue for Threat Intelligence and Consulting in the fourth quarter, and our overall performance highlights the early financial and operational success in the relaunch of our company,” added Mandia.
On October 8, 2021, Mandiant completed the sale of the FireEye Products business to McAfee Enterprise, which is backed by a consortium led by Symphony Technology Group. Accordingly, financial results for the FireEye Products business for the first eight days of the fourth quarter were classified as discontinued operations in the condensed consolidated statements of operations and excluded from continuing operations. Results of discontinued operations include all revenue and expenses directly attributable to the FireEye Products business, and exclude expenses for shared resources and general corporate overhead that remain in continuing operations for Mandiant.
Fourth Quarter 2021 Financial Highlights for Continuing Operations
Revenue of $133 million, an increase of 21 percent from the fourth quarter of 2020
Annualized recurring revenue of $279 million, an increase of 23 percent from the end of the fourth quarter of 20201
Deferred revenue of $410 million, an increase of 44 percent from the end of the fourth quarter of 2020
GAAP operating margin of negative 83 percent, compared to GAAP operating margin of negative 62 percent in the fourth quarter of 2020
Non-GAAP operating margin of negative 17 percent, compared to non-GAAP operating margin of negative 22 percent in the fourth quarter of 20202
GAAP net loss per basic share attributable to common stockholders of 54 cents, compared to GAAP net loss per basic share attributable to common stockholders of 37 cents in the fourth quarter of 2020
Non-GAAP net loss per basic share attributable to common stockholders of 10 cents, compared to non-GAAP net loss per basic share attributable to common stockholders of 11 cents in the fourth quarter of 20202
Full Year 2021 Financial Highlights for Continuing Operations
Revenue of $483 million, an increase of 21 percent year-over-year
GAAP operating margin of negative 73 percent, compared to GAAP operating margin of negative 75 percent in 2020
Non-GAAP operating margin of negative 23 percent, compared to non-GAAP operating margin of negative 30 percent in 20202
GAAP net loss per basic share attributable to common stockholders of $1.81, compared to GAAP net loss per basic share attributable to common stockholders of $1.59 in 2020
Non-GAAP net loss per basic share attributable to common stockholders of 51 cents, compared to non-GAAP net loss per basic share attributable to common stockholders of 57 cents in 20202
1 Annualized recurring revenue is defined as the annualized run-rate of active term licenses, subscriptions, and support contracts at the end of a reporting period.
2 A reconciliation of GAAP to non-GAAP financial measures is provided in the financial statement tables included in this press release. An explanation of these measures is also included under the heading “Non-GAAP Financial Measures.”




First Quarter and 2022 Outlook
The company provides the guidance below based on current market conditions and expectations. The company emphasizes that the guidance is subject to various important cautionary factors referenced in the section entitled "Forward-Looking Statements" below.
Q1 2022 Outlook2022 Outlook
Revenue$128 - $131 million$555 - $565 million
Annualized recurring revenue$291 - $297 million$360 - $366 million
Non-GAAP gross margin59% - 60%61.5% - 62.5%
Non-GAAP operating margin(22)% - (24)%(13)% - (14)%
Net interest income (expense)$(2.0) million($8) – ($9) million
Provision for non-GAAP income taxes$1 million$4 million
Weighted average basic shares outstanding234 million240 million
Non-GAAP net income (loss) per share attributable to common stockholders, basic and diluted($0.13) – ($0.15)($0.36) – ($0.38)
Guidance for non-GAAP financial measures excludes stock-based compensation, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition related expenses, restructuring charges, non-cash interest expense related to the company’s convertible senior notes, discrete tax provision (benefit), dividends on Series A convertible preferred stock, accretion of Series A convertible preferred stock, transformation and transition expense, other special non-recurring items, and shares issuable upon conversion of the company's convertible senior notes and Series A convertible preferred shares that are anti-dilutive. A reconciliation of non-GAAP guidance measures to the most directly comparable GAAP financial measures is not available on a forward-looking basis due to the uncertainty regarding, and the potential variability of, the amounts of stock-based compensation expense, amortization of intangible assets, and non-recurring expenses that may be incurred in the future. Stock-based compensation expense is impacted by the company’s future hiring and retention needs, as well as the future fair market value of the company’s common stock, all of which are difficult to predict and subject to constant change. The actual amount of stock-based compensation expense in the first quarter of 2022 and full year 2022 will have a significant impact on the company’s GAAP operating margin and net loss per share attributable to common stockholders. Further, amortization of intangible assets, as well as other non-recurring expenses, if any, will also impact results. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the most directly comparable GAAP financial measures for future periods is not available without unreasonable effort.
Share Buyback Update
Mandiant repurchased approximately $200 million of Mandiant common stock during the fourth quarter of 2021 under the Board-approved stock repurchase program announced in June 2021. Through December 31, 2021, the company has repurchased approximately $300 million of Mandiant common stock under the stock repurchase program. There remains authorization of an additional approximately $200 million of Mandiant common stock under the $500 million stock repurchase program.
First Quarter 2022 Conference Participation and Investor Events
In addition, Mandiant today announced conference participation and investor events for the first quarter of 2022:
DatePresentation Time (PDT)Conference/Event
March 10, 2022
TBDVirtual Analyst Day for Investors and Financial Analysts
March 15, 2022TBDWilliam Blair Virtual Tech Innovators Conference
The above presentations will be webcast. Links to live and archived audio webcasts for these events will be available on the Investor Relations section of the company’s website at https://investors.mandiant.com.




Conference Call Information
Mandiant will host a conference call today, February 8, 2022 at 5 p.m. Eastern time (2 p.m. Pacific time) to discuss its fourth quarter and full year 2021 financial results and the company’s outlook for the first quarter and full year 2022. Interested parties may access the conference call by dialing 844-200-6205 (toll free) or 646-904-5544 (toll) and entering passcode 708954. A live audio webcast of the call can be accessed from the Investor Relations section of the company's website at https://investors.mandiant.com. An archived version of the webcast will be available at the same website shortly after the conclusion of the live event.
Forward-Looking Statements
This press release contains forward-looking statements, including statements related to future financial results for the first quarter and full year 2022, including revenue, annualized recurring revenue, non-GAAP gross margin, non-GAAP operating margin, net interest expense, provision for non-GAAP income taxes, weighted average basic shares outstanding, and non-GAAP net loss per share attributable to common stockholders in the section entitled “First Quarter and 2022 Outlook” above, as well as statements regarding plans, expectations, opportunities and growth.
These forward-looking statements involve risks and uncertainties, as well as assumptions which, if they do not fully materialize or prove incorrect, could cause Mandiant’s results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause Mandiant’s results to differ materially from those expressed or implied by such forward-looking statements include retention of existing executive leadership team members; difficulties in improving go forward execution and development of offerings during transitions; the ability of Mandiant to successfully execute strategic plans; the ability of Mandiant to maintain customer and partner relationships; the ability of Mandiant to achieve its cost and operating efficiency goals; the anticipated growth of certain market segments; Mandiant’s sales pipeline and business strategy; the timing and market acceptance of new offerings and upgrades; the successful development of new offerings and the degree to which these offerings gain market acceptance; whether and when Mandiant further executes on its stock repurchase program; customer demand and adoption of Mandiant’s offerings, solutions and services; real or perceived defects, errors or vulnerabilities in Mandiant's offerings, solutions or services; any delay in the release of Mandiant's new offerings, solutions or services; the impact of the COVID-19 pandemic, including but not limited to the federal vaccination mandate and other governmental actions, on Mandiant's business, results of operations, liquidity and capital resources and its ability to retain key employees; Mandiant's ability to react to trends and challenges in its business and the markets in which it operates; Mandiant's ability to anticipate market needs or develop new or enhanced products, solutions and services to meet those needs; Mandiant’s ability to hire and retain key executives and employees, including but not limited to a new CFO to replace Mr. Verdecanna; Mandiant’s ability to attract new and retain existing customers and train its sales force; the budgeting cycles, seasonal buying patterns and length of Mandiant’s sales cycle; risks associated with new offerings; sales and marketing execution risks; the failure to achieve expected synergies and efficiencies of operations between Mandiant and its acquired companies; the ability of Mandiant and its acquired companies to successfully integrate their respective market opportunities, technologies, products, personnel and operations; the ability of Mandiant and its partners to execute their strategies, plans, objectives and expected investments with respect to Mandiant’s partnerships; and general market, political, economic, and business conditions, as well as those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Mandiant’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021, which should be read in conjunction with these financial results and is available on the Investor Relations section of Mandiant’s website at investors.mandiant.com and on the SEC website at www.sec.gov.
All forward-looking statements in this press release are based on information available to the company as of the date hereof, and Mandiant does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. Any future product, service, feature, or related specification that may be referenced in this release is for informational purposes only and is not a commitment to deliver any offering, technology or enhancement. Mandiant reserves the right to modify future product or service plans at any time.
Non-GAAP Financial Measures
In this release Mandiant has provided financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). These non-GAAP financial measures are not based on any standardized methodology and are not necessarily comparable to similar measures used by other companies. The company uses these non-GAAP financial measures internally in analyzing its financial results and believes the use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends, and in comparing the company's financial results with other companies in its industry, many of which present similar non-GAAP financial measures.



Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial information prepared in accordance with GAAP and should be read only in conjunction with the company's consolidated financial statements prepared in accordance with GAAP. A reconciliation of the company's non-GAAP financial measures to their most directly comparable GAAP financial measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.
Non-GAAP gross margin. Mandiant defines non-GAAP gross margin as total gross profit excluding stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, and, as applicable, other special or non-recurring items, divided by total revenue.
Non-GAAP operating income (loss) from continuing operations and non-GAAP operating margin from continuing operations. Mandiant defines non-GAAP operating income (loss) from continuing operations as operating income (loss) from continuing operations excluding stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition-related expenses, transformation and transition expense, restructuring charges, and other special or non-recurring items. Mandiant defines non-GAAP operating margin as non-GAAP operating income (loss) divided by total revenue.
Non-GAAP operating income (loss) from combined continuing and discontinued operations and non-GAAP operating margin from combined continuing and discontinued operations. Mandiant defines non-GAAP operating income (loss) from combined continuing and discontinued operations as operating income (loss) from continuing operations plus operating income from discontinued operations, excluding stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition-related expenses, transformation and transition expense, restructuring charges, and other special or non-recurring items. Mandiant defines non-GAAP operating margin from combined continuing and discontinued operations as non-GAAP operating income (loss) from continuing operations plus non-GAAP operating income from discontinued operations, divided by revenue from continuing operations plus revenue from discontinued operations.
Non-GAAP net loss from continuing operations attributable to common stockholders. Mandiant defines non-GAAP net loss from continuing operations attributable to common stockholders as net loss from continuing operations excluding stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition-related expenses, transformation and transition expense, restructuring charges, and other special or non-recurring items.
Non-GAAP net income (loss) attributable to common stockholders. Mandiant defines non-GAAP net income (loss) attributable to common stockholders as net income (loss) from continuing operations plus net income (loss) from discontinued operations, excluding stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition-related expenses, transformation and transition expense, restructuring charges, non-cash interest expense related to the company’s convertible senior notes, discrete tax provision (benefit), dividends on Series A convertible preferred stock, accretion of Series A convertible preferred stock, and other special or non-recurring items.
Non-GAAP net income (loss) per basic share from continuing operations attributable to common stockholders. Mandiant defines non-GAAP net loss per basic share from continuing operations attributable to common stockholders as non-GAAP net loss from continuing operations attributable to common stockholders divided by weighted average basic shares outstanding, which excludes stock options, restricted stock units, performance stock units, and shares issuable upon conversion of the company's convertible senior notes and Series A convertible preferred shares that are anti-dilutive.
Non-GAAP net income (loss) per basic share attributable to common stockholders. Mandiant defines non-GAAP net income per basic share attributable to common stockholders as non-GAAP net loss from continuing operations attributable to common stockholders plus non-GAAP net income from discontinued operations, divided by weighted average basic shares outstanding. Weighted average basic shares used to calculate non-GAAP net income per basic share attributable to common stockholders excludes stock options, restricted stock units, performance stock units, shares issuable upon conversion of the company's convertible senior notes and Series A convertible preferred shares that are anti-dilutive.




Non-GAAP net income attributable to common stockholders and non-GAAP net income per basic share attributable to common stockholders in the fourth quarter and full year of 2021 excluded stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition-related expenses, transformation and transition expense, non-cash interest expense related to convertible senior notes issued in June 2015 and the second quarter of 2018, and dividends on Series A convertible preferred stock. Weighted average basic shares outstanding used to calculate non-GAAP net income per basic share attributable to common stockholders excluded stock options, restricted stock units, performance stock units, and shares issuable upon conversion of the company's convertible senior notes and Series A convertible preferred shares that were anti-dilutive.
Non-GAAP net income attributable to common stockholders and non-GAAP net income per basic share attributable to common stockholders in the fourth quarter and full year of 2020 excluded stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, restructuring charges, and non-cash interest expense related to convertible senior notes issued in June 2015 and the second quarter of 2018. Weighted average basic shares outstanding used to calculate non-GAAP net income per basic share attributable to common stockholders excluded stock options, restricted stock units, performance stock units, and shares issuable upon conversion of the company's convertible senior notes that were anti-dilutive.
Mandiant considers these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of stock-based compensation expense, amortization of stock-based compensation expense capitalized in software development costs, amortization of intangible assets, acquisition related expenses, restructuring charges, transformation and transition expense, non-cash interest expense related to convertible senior notes issued in June 2015 and the second quarter of 2018, dividends on Series A convertible preferred stock, and other non-recurring and discrete items so that management and investors can compare the company's core business operating results over multiple periods.
There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures exclude stock-based compensation expense. Stock-based compensation is an important part of Mandiant employees' overall compensation and has been, and will continue to be for the foreseeable future, a significant recurring expense in the company's business. Second, the components of the costs that Mandiant excludes in its calculation of these non-GAAP financial measures, including not only stock-based compensation, but also amortization of stock-based compensation expense capitalized in software development costs, non-recurring or non-operating items such as amortization of intangible assets, acquisition related expenses, restructuring charges, non-cash interest expense related to the company’s convertible senior notes, and dividends on Series A convertible preferred stock, may differ from the components excluded by peer companies when they report their non-GAAP results of operations. Mandiant compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP financial measures and evaluating non-GAAP financial measures together with their nearest GAAP equivalents.
About Mandiant, Inc.
Since 2004, Mandiant® has been a trusted partner to security-conscious organizations. Effective security is based on the right combination of expertise, intelligence, and adaptive technology, and the Mandiant Advantage SaaS platform scales decades of frontline experience and industry-leading threat intelligence to deliver a range of dynamic cyber defense solutions. Mandiant’s approach helps organizations develop more effective and efficient cyber security programs and instills confidence in their readiness to defend against and respond to cyber threats.
© 2022 Mandiant, Inc. All rights reserved. Mandiant is a registered trademark of Mandiant, Inc. in the United States and other countries. All other brands, products, or service names are or may be trademarks or service marks of their respective owners.
Contacts:
Media Inquiries:
Media.Relations@mandiant.com
Investor Inquiries:
Investor.Relations@mandiant.com
Source: Mandiant



Mandiant, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
December 31, 2021December 31, 2020
Assets
Current assets:
Cash and cash equivalents$1,154,458 $673,234 
Short-term investments1,039,339 624,824 
Accounts receivable, net146,460 70,563 
Prepaid expenses and other current assets69,036 39,670 
Current assets held for sale— 153,954 
Total current assets2,409,293 1,562,245 
Property and equipment, net46,329 64,336 
Operating lease right-of-use assets, net25,768 36,728 
Goodwill1,060,023 1,050,962 
Intangible assets, net79,511 120,555 
Deposits and other long-term assets21,798 18,084 
Long-term assets held for sale— 392,974 
Total Assets$3,642,722 $3,245,884 
Liabilities, Convertible preferred stock and Stockholders' equity
Current Liabilities:
Accounts payable$32,585 $4,027 
Operating lease liabilities, current13,306 14,556 
Accrued and other current liabilities94,990 19,730 
Accrued compensation71,660 71,784 
Convertible senior notes, current, net451,030 — 
Deferred revenue, current307,611 226,356 
Current liabilities held for sale— 417,291 
Total current liabilities971,182 753,744 
Convertible senior notes, non-current, net556,240 960,896 
Deferred revenue, non-current102,717 57,897 
Operating lease liabilities, non-current52,132 41,802 
Other long-term liabilities7,377 12,339 
Long-term liabilities held for sale— 285,251 
Total liabilities1,689,648 2,111,929 
Commitments and contingencies:
Series A convertible preferred stock419,404 401,050 
Stockholders' equity:
Common stock23 24 
Additional paid-in capital3,511,444 3,623,243 
Treasury stock(80,000)(80,000)
Accumulated other comprehensive income (2,172)3,834 
Accumulated deficit(1,895,625)(2,814,196)
Total stockholders’ equity1,533,670 732,905 
Total Liabilities, Convertible preferred stock and Stockholders' equity$3,642,722 $3,245,884 




Mandiant, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)

Three Months Ended December 31,Year Ended December 31,
2021202020212020
Revenue:
Platform, cloud subscription and managed services$66,893 $56,729 $235,077 $198,695 
Professional services65,994 53,544 248,378 201,014 
Total revenue132,887 110,273 483,455 399,709 
Cost of revenue: (1)(2)(3)
Platform, cloud subscription and managed services29,433 28,084 113,014 107,872 
Professional services37,244 32,144 141,378 117,645 
Total cost of revenue66,677 60,228 254,392 225,517 
Total gross profit66,210 50,045 229,063 174,192 
Operating expenses:
Research and development (1)(2)(3)39,244 32,986 166,893 122,045 
Sales and marketing (1)(2)70,083 57,312 260,213 224,357 
General and administrative (1)34,003 27,005 121,134 106,347 
Restructuring charges (5)32,649 1,487 34,576 21,084 
Total operating expenses175,979 118,790 582,816 473,833 
Operating loss(109,769)(68,745)(353,753)(299,641)
Other expense, net (6)(12,118)(12,181)(52,536)(49,237)
Loss before income taxes from continuing operations before income taxes
(121,887)(80,926)(406,289)(348,878)
Provision for income taxes (7)940 (1,004)3,381 460 
Loss from continuing operations(122,827)(79,922)(409,670)(349,338)
Net income from discontinued operations, net of income taxes1,224,962 41,321 1,328,241 142,037 
Net income (loss)$1,102,135 $(38,601)$918,571 $(207,301)
Dividend on series A convertible preferred stock (8)(4,666)(1,050)(18,354)(1,050)
Accretion of series A convertible preferred stock (9)— (4,653)(82)(4,653)
Net income (loss) attributable to common stockholders$1,097,469 $(44,304)$900,135 $(213,004)
Net income (loss) per share attributable to common stockholders, basic and diluted:
Continuing operations$(0.54)$(0.37)$(1.81)$(1.59)
Discontinued operations5.19 0.18 5.62 0.64 
Net income (loss) per share attributable to common stockholders, basic and diluted$4.65 $(0.19)$3.81 $(0.95)
Weighted average shares used in computing net income (loss) per share, basic and diluted236,255 229,203 236,367 223,308 







Mandiant, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Year Ended December 31,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations$(409,670)$(349,338)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization94,723 78,337 
Stock-based compensation152,225 113,698 
Non-cash interest expense related to convertible senior notes46,374 46,728 
Deferred income taxes795 (754)
Other20,830 1,303 
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions:
Accounts receivable(76,139)2,613 
Prepaid expenses and other assets2,177 (1,589)
Accounts payable27,877 (10,036)
Accrued liabilities(23,285)(3,363)
Accrued compensation(124)28,559 
Deferred revenue126,075 8,349 
Other long-term liabilities(9,366)(14,916)
Net cash provided by (used by) used in operating activities - continuing operations(47,508)(100,409)
Net cash provided by operating activities - discontinued operations111,772 195,304 
Net cash provided by operating activities64,264 94,895 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment and demonstration units(25,537)(17,928)
Purchases of short-term investments(938,938)(393,442)
Proceeds from maturities of short-term investments506,861 443,396 
Proceeds from sales of short-term investments2,008 29,161 
Business acquisitions, net of cash acquired(11,678)(82,247)
Proceeds from sale of FireEye Products division1,180,839 — 
Purchase of investment in privately held company— (1,000)
Lease deposits1,371 (231)
Net cash provided by (used in) investing activities - continuing operations714,926 (22,291)
Net cash used in investing activities - discontinued operations(16,311)(49,867)
Net cash used in investing activities698,615 (72,158)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of convertible senior notes— (96,392)
Share repurchases(300,001)— 
Series A convertible preferred stock issuance costs(82)(4,653)
Series A convertible preferred stock— 400,000 
Payment related to shares withheld for taxes(11,232)(9,363)
Proceeds from employee stock purchase plan19,835 22,188 
Proceeds from exercise of equity awards6,605 7,334 
Net cash used in financing activities(284,875)319,114 
Net change in cash and cash equivalents478,004 341,851 
Cash and cash equivalents, beginning of period673,234 331,383 
Cash and cash equivalents held for sale, beginning of period3,220 3,220 
Cash and cash equivalents held for sale, end of period— (3,220)
Cash and cash equivalents, end of period$1,154,458 $673,234 




Mandiant, Inc.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands, except per share amounts)

Three Months Ended December 31,Year Ended December 31,
2021202020212020
GAAP operating loss$(109,769)$(68,745)$(353,753)$(299,641)
Stock-based compensation expense (1)40,099 31,596 151,365 113,384 
Amortization of stock-based compensation capitalized in software development costs (3)616 542 2,156 1,828 
Amortization of intangible assets (2)11,203 10,860 44,444 41,280 
Transformation and transition expense (10)2,636 — 9,005 — 
Acquisition related expenses (4)500 425 724 425 
Restructuring charges (5)32,649 1,487 34,576 21,084 
Non-GAAP operating income (loss)$(22,066)$(23,835)$(111,483)$(121,640)
GAAP gross margin50 %45 %47 %44 %
Stock-based compensation expense (1)%%%%
Amortization of intangible assets (2)%%%%
Non-GAAP gross margin63 %59 %61 %57 %
GAAP operating margin(83)%(62)%(73)%(75)%
Stock-based compensation expense (1)30 %29 %31 %29 %
Amortization of stock-based compensation capitalized in software development costs (3)%— %%%
Amortization of intangible assets (2)%10 %%10 %
Transformation and transition expense (10)%— %%— %
Restructuring charges (5)25 %%%%
Non-GAAP operating margin(17)%(22)%(23)%(30)%
GAAP net loss attributable to common stockholders$1,097,469 $(44,304)$900,135 $(213,004)
Continuing operations:
Stock-based compensation expense (1)40,099 31,596 151,365 113,384 
Amortization of stock-based compensation capitalized in software development costs (3)616 542 2,156 1,828 
Amortization of intangible assets (2)11,203 10,860 44,444 41,280 
Acquisition related expenses (4)500 425 724 425 
Restructuring charges (5)32,649 1,487 34,576 21,084 
Non-cash interest expense related to convertible senior notes (6)11,804 11,248 46,374 46,728 
Adjustment to provision (benefit) from income taxes (7)(10)(1,546)(152)(1,861)
Dividend on series A convertible preferred stock (8)4,666 1,050 18,354 1,050 
Accretion of series A convertible preferred stock (9)— 4,653 82 4,653 
Transformation and transition expense (10)2,636 — 9,005 — 
Discontinued operations:
Non-GAAP adjustments for discontinued operations (11)(1,222,351)12,249 (1,167,555)54,734 
Non-GAAP net income (loss) attributable to common stockholders$(20,719)$28,260 $39,508 $70,301 
GAAP net income (loss) per share attributable to common stockholders, basic and diluted$4.65 $(0.19)$3.81 $(0.95)
Continuing operations:
Stock-based compensation expense (1)0.17 0.14 0.64 0.51 
Amortization of stock-based compensation capitalized in software development costs (3)— — 0.01 0.01 



Three Months Ended December 31,Year Ended December 31,
2021202020212020
Amortization of intangible assets (2)0.04 0.05 0.19 0.18 
Restructuring charges (5)0.14 0.01 0.15 0.09 
Non-cash interest expense related to convertible senior notes (6)0.05 0.05 0.19 0.21 
Adjustment to provision (benefit) from income taxes (7)— (0.01)— (0.01)
Dividend on series A convertible preferred stock (8)0.02 — 0.08 — 
Accretion of series A convertible preferred stock (9)— 0.02 — 0.02 
Transformation and transition expense (10)0.01 — 0.04 — 
Discontinued operations:
Non-GAAP adjustments for discontinued operations (11)(5.17)0.05 (4.94)0.25 
Non-GAAP net income (loss) per share attributable to common stockholders, basic and diluted$(0.09)$0.12 $0.17 $0.31 
Weighted average shares used in per share calculation for GAAP, basic and diluted236,255 229,203 236,367 223,308 
(1) Includes stock-based compensation expense as follows:
Cost of platform, cloud subscription and managed services revenue$3,578 $2,805 $13,330 $10,337 
Cost of professional services revenue7,089 5,029 24,663 17,499 
Research and development expense9,148 7,345 36,535 23,943 
Sales and marketing expense10,556 9,679 42,161 36,428 
General and administrative expense9,728 6,738 34,676 25,177 
Total stock-based compensation expense$40,099 $31,596 $151,365 $113,384 
(2) Includes amortization of intangible assets as follows:
Cost of platform, cloud subscription and managed services revenue$7,253 $6,770 $28,549 $26,055 
Sales and marketing expense3,950 4,090 15,895 15,225 
Total amortization of intangible assets$11,203 $10,860 $44,444 $41,280 
(3) Includes amortization of stock-based compensation capitalized in software development costs as follows:
Research and development expense616 542 2,156 1,828 
Total amortization of stock-based compensation capitalized in software development costs$616 $542 $2,156 $1,828 
(4) Includes acquisition related expenses as follows:
General and administrative expense$500 $425 $724 $425 
(5) Includes restructuring charges as follows:
Restructuring charges$32,649 $1,487 $34,576 $21,084 
(6) Includes non-cash interest expense related to convertible senior notes as follows:
Other income, net$11,804 $11,248 $46,374 $46,728 



Three Months Ended December 31,Year Ended December 31,
2021202020212020
(7) Includes income tax effect of non-GAAP adjustments as follows:
Adjustment to provision (benefit) from income taxes$(10)$(1,546)$(152)$(1,861)
(8) Dividend on series A convertible preferred stock $4,666 $1,050 $18,354 $1,050 
(9) Accretion of series A convertible preferred stock$— $4,653 $82 $4,653 
(10) Transformation and transition expense$2,636 $— $9,005 $— 
(11) Includes non-GAAP adjustments for discontinued operations as follows:
Stock-based compensation expense$(6,420)$10,917 $31,910 $42,408 
Amortization of intangibles— 809 1,221 4,601 
Amortization of stock-based compensation capitalized in software development costs— 523 1,618 2,302 
Restructuring charges— — — 5,423 
Gain on sale of discontinued operations(1,232,940)— (1,232,940)— 
Divestiture related costs17,009 — 30,636 — 
$(1,222,351)$12,249 $(1,167,555)$54,734 




Mandiant, Inc.
SUMMARY OF CONTINUING OPERATIONS, DISCONTINUED OPERATIONS, AND COMBINED OPERATIONS
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands, except per share amounts)

Three Months Ended December 31, 2021
ContinuingDiscontinuedCombined
Revenue$132,887 $11,112 $143,999 
Cost of revenue66,677 587 67,264 
Total gross profit66,210 10,525 76,735 
Research and development39,244 714 39,958 
Sales and marketing70,083 779 70,862 
General and administrative34,003 17,009 51,012 
Restructuring charges32,649 — 32,649 
GAAP operating income (loss)(109,769)(7,977)(117,746)
Non-GAAP adjustments87,703 10,588 98,291 
Non-GAAP operating income (loss)$(22,066)$2,611 $(19,455)
Other income and expense, provision for income tax & dividends on series A convertible preferred stock
$(17,724)$1,232,941 $1,215,217 
Net loss attributable to common stockholders$(127,493)$1,224,962 $1,097,469 
GAAP operating margin(83)%(72)%(82)%
Non-GAAP adjustments related to operating income (loss)66 %95 %68 %
Non-GAAP operating margin(17)%23 %(14)%
Non-GAAP Adjustments:
Stock-based compensation expense$40,099 $(6,420)$33,679 
Amortization of intangible assets11,203 — 11,203 
Amortization of stock-based compensation capitalized in software development costs616 — 616 
Restructuring charges32,649 — 32,649 
Acquisition related cost500 — 500 
Divestiture related costs— 17,010 17,010 
Transformation and transition expense2,636 — 2,636 
Non-GAAP adjustments related to operating income (loss)$87,703 $10,590 $98,293 
Non-cash interest expense related to convertible senior notes
$11,804 $— $11,804 
Dividend on series A convertible preferred stock4,666 — 4,666 
Accretion of series A convertible preferred stock— — — 
Adjustment to provision (benefit) from income taxes$(10)— $(10)
Gain from sale of FireEye Products
$— $(1,232,940)$(1,232,940)
Non-GAAP adjustments below operating income (loss)$16,460 $(1,232,940)$(1,216,480)
Total non-GAAP adjustments$104,163 $(1,222,350)$(1,118,187)
GAAP net income (loss) per share attributable to common stockholders, basic$(0.54)$5.19 $4.65 
Non-GAAP net income (loss) per share attributable to common stockholders, basic$(0.10)$0.01 $(0.09)
Weighted average shares used in per share calculation for non-GAAP, basic236,255 236,255 236,255 




Three Months Ended December 31, 2020
ContinuingDiscontinuedCombined
Revenue$110,273 $137,230 $247,503 
Cost of revenue60,228 29,224 89,452 
Total gross profit50,045 108,006 158,051 
Research and development32,986 27,017 60,003 
Sales and marketing57,312 38,723 96,035 
General and administrative27,005 — 27,005 
Restructuring charges1,487 — 1,487 
GAAP operating income (loss)(68,745)42,266 (26,479)
Non-GAAP adjustments44,910 12,249 57,159 
Non-GAAP operating income (loss)$(23,835)$54,515 $30,680 
Other income and expense, provision for income tax & dividends on series A convertible preferred stock
$(16,880)$(946)$(17,826)
Net loss attributable to common stockholders$(85,625)$41,321 $(44,304)
GAAP operating margin(62)%31 %(11)%
Non-GAAP adjustments related to operating income (loss)40 %%23 %
Non-GAAP operating margin(22)%40 %12 %
Non-GAAP Adjustments:
Stock-based compensation expense$31,596 $10,917 $42,513 
Amortization of intangible assets10,860 809 11,669 
Amortization of stock-based compensation capitalized in software development costs542 523 1,065 
Restructuring charges1,487 — 1,487 
Acquisition related costs425 — 425 
Non-GAAP adjustments related to operating income (loss)$44,910 $12,249 $57,159 
Non-cash interest expense related to convertible senior notes
$11,248 $— $11,248 
Dividend on series A convertible preferred stock1,050 — 1,050 
Accretion of series A convertible preferred stock4,653 — 4,653 
Adjustment to provision (benefit) from income taxes(1,546)— (1,546)
Non-GAAP adjustments below operating income (loss)$15,405 $— $15,405 
Total non-GAAP adjustments$60,315 $12,249 $72,564 
GAAP net income (loss) per share attributable to common stockholders, basic$(0.37)$0.18 $(0.19)
Non-GAAP net income (loss) per share attributable to common stockholders, basic$(0.11)$0.23 $0.12 
Weighted average shares used in per share calculation for non-GAAP, basic229,203 229,203 229,203 





Year Ended December 31,
20212020
Loss from continuing operations$(409,670)$(349,338)
     Dividend on series A convertible preferred stock(18,354)(1,050)
     Accretion of series A convertible preferred stock (82)(4,653)
Net loss attributable to common stockholders(428,106)(355,041)
    Total Non-GAAP Adjustments306,925 228,571 
Non-GAAP net loss attributable to common stockholders, (121,181)(126,470)
Net loss per share attributable to common stockholders, basic and diluted$(1.81)$(1.59)
Non-GAAP net loss per share attributable to common stockholders, basic and diluted$(0.51)$(0.57)
Weighted average shares used in per share calculation for GAAP, basic and diluted236,367 223,308 
Weighted average shares used in per share calculation for Non-GAAP, basic and diluted236,367 223,308 




Mandiant, Inc.
RECONCILIATION OF NON-GAAP BILLINGS TO REVENUE
(Unaudited, in thousands)

Three Months Ended December 31,Year Ended December 31,
2021202020212020
Revenue$132,887 $110,273 $483,455 $399,709 
Add: deferred revenue, end of period410,329 284,253 410,329 284,253 
Less: deferred revenue, beginning of period(314,676)(243,623)(284,253)(273,241)
Less Deferred revenue assumed from acquisitions— (2,664)— (2,664)
Billings (non-GAAP)$228,540 $148,239 $609,531 $408,057 

Mandiant, Inc.
BILLINGS BREAKOUT
(Unaudited, in thousands)

Three Months Ended December 31,Year Ended December 31,
2021202020212020
Platform, cloud subscription and managed services billings$136,363 $74,313 $323,319 $195,357 
Professional services billings92,177 73,926 286,212 212,700 
Billings (non-GAAP)$228,540 $148,239 $609,531 $408,057 




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Ticker: MNDT
CIK: 1370880
Form Type: 8-K Corporate News
Accession Number: 0001370880-22-000002
Submitted to the SEC: Tue Feb 08 2022 4:05:21 PM EST
Accepted by the SEC: Tue Feb 08 2022
Period: Monday, February 7, 2022
Industry: Computer Peripheral Equipment
Events:
  1. Earnings Release
  2. Event for Officers
  3. Financial Exhibit

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