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    ForgeRock Announces Second Quarter 2023 Financial Results

    8/7/23 4:05:00 PM ET
    $FORG
    Computer Software: Prepackaged Software
    Technology
    Get the next $FORG alert in real time by email
    • ARR was $251.3 million for Q2 2023, with growth accelerating to 25% year-over-year
    • Total revenue was $58.3 million for Q2 2023, growing 22% year-over-year
    • Subscription SaaS, support & maintenance revenue was $38.1 million for Q2 2023, growing 29% year-over-year

    ForgeRock, Inc. (NYSE:FORG), a global leader in digital identity, today announced financial results for its second quarter ended June 30, 2023.

    "Q2 was a very strong quarter and our ARR growth accelerated sequentially to 25% year-over-year, ending at $251 million," said Fran Rosch, CEO of ForgeRock. "Our net new ARR growth of $14 million in the quarter was 63% higher than the same period last year and our growth year to date was driven by the acquisition of large customers such as Carl Zeiss AG, the City of Toronto, Domino's Pizza Enterprises Ltd. and Riyad Bank. Our SaaS growth continues to be strong in Q2, with new SaaS logos representing 43% of new customers in Q2 based on count and 60% based on ARR."

    "We continue to work closely with Thoma Bravo to support the process to close our pending acquisition," Rosch added. "We look forward to completing the review process with the Department of Justice and partnering with Thoma Bravo to drive further innovation and benefits for our customers, employees, partners and investors."

    "Our total revenue grew 22% year-over-year in Q2 and our subscription SaaS, support & maintenance revenue grew 29% year-over-year," said John Fernandez, CFO of ForgeRock. "Our quarterly subscription SaaS business combined with our support & maintenance revenue now represents 65% of our total revenue, which provides us with increasing revenue visibility as we scale. We remain focused on achieving non-GAAP operating margin profitability in Q4, especially as we have surpassed $250 million in ARR, joining the ranks of the world's most successful software companies. Our GAAP operating margin was (52)% in Q2 and includes the impact of acquisition-related costs, and (47)% in Q2 of the prior year. Our non-GAAP operating margin in Q2 of (25)% was a significant improvement over the (30)% we experienced in Q2 of the prior year."

    Second Quarter 2023 Financial Highlights:

    • ARR: Annualized Recurring Revenue was $251.3 million, an increase of 25% year-over-year.
    • Revenue: Total revenue was $58.3 million, an increase of 22% year-over-year.
    • Operating Loss: GAAP operating loss was $30.1 million, or 52% of total revenue, compared to $22.3 million, or 47% of total revenue, in the second quarter of 2022. Non-GAAP operating loss was $14.6 million, or 25% of total revenue, compared to $14.3 million, or 30% of total revenue, in the second quarter of 2022.
    • Net Loss: GAAP net loss was $28.8 million, compared to $22.4 million in the second quarter of 2022. GAAP net loss per share was $0.32, compared to $0.26 in the second quarter of 2022. Non-GAAP net loss was $13.2 million, compared to $14.5 million in the second quarter of 2022. Non-GAAP net loss per share was $0.15, compared to $0.17 in the second quarter of 2022.
    • Cash Flow: Net cash used in operations was $14.9 million, compared to $20.3 million in the second quarter of 2022. Free cash flow was $(14.9) million, or (26)% of total revenue, compared to $(20.7) million, or (44)% of total revenue, in the second quarter of 2022.
    • Cash, cash equivalents and short-term investments were $321.7 million as of June 30, 2023.

    ForgeRock uses certain non-GAAP financial measures, which are described further below and reconciled to the most comparable GAAP financial measure after the presentation of our GAAP financial statements.

    Transaction with Thoma Bravo

    As previously reported, the U.S. Department of Justice (the "DOJ") issued a Second Request pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with its review of the proposed acquisition of ForgeRock by Thoma Bravo. In February 2023, ForgeRock and entities affiliated with Thoma Bravo entered into an agreement (the "Timing Agreement") with the DOJ in connection with the proposed acquisition and the Second Request. Under the Timing Agreement, ForgeRock and Thoma Bravo agreed not to consummate the proposed acquisition less than 75 days after compliance with the Second Request. ForgeRock continues to cooperate with the DOJ in connection with its review of the proposed acquisition and expects to consummate the transaction in the third quarter of 2023.

    Due to the Company's pending acquisition by Thoma Bravo, there will not be a conference call or live webcast to discuss these financial results. In addition, ForgeRock has suspended its financial guidance as a result of the pending transaction.

    Non-GAAP Financial Measures and Key Metrics:

    Besides financial results prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), ForgeRock believes that evaluating its ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, ForgeRock uses non-GAAP financial measures to evaluate its operations. We use non-GAAP financial measures to understand and evaluate our core operating performance and trends, to prepare our annual budget, to monitor and assess our liquidity, and to develop short-term and long-term operating plans. We believe that the non-GAAP financial measures we review are each a useful measure to us and to our investors because they provide consistency and comparability with our past performance and between periods, as these metrics generally eliminate the effects of the variability of certain charges and expenses that may not reflect our overall operating performance and liquidity. We believe that non-GAAP financial measures, when taken collectively with GAAP financial information, can be helpful to us and to investors because it provides consistency and comparability with past performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results.

    ForgeRock presents non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative, non-GAAP operating loss, non-GAAP operating margin and non-GAAP net loss per share, all of which exclude acquisition-related costs, stock-based compensation expense, and certain of which exclude the tax effect on the provision for (benefit from) income taxes related to such excluded items. ForgeRock excludes acquisition-related costs because they are unrelated to our current operations and are neither comparable to the prior period nor indicative of future results. We also exclude stock-based compensation expense as it can vary significantly from period to period based on share price and the timing, size and nature of equity awards. As such, ForgeRock and many investors and analysts exclude stock-based compensation expense to better evaluate its operating performance and cash spending levels relative to its industry sector and competitors.

    ForgeRock presents adjusted EBITDA, which is also a non-GAAP financial measure. We define adjusted EBITDA as GAAP operating loss, adjusted for depreciation, acquisition-related costs and stock-based compensation expense. ForgeRock excludes certain items that it believes are not good indicators of ForgeRock's current or future operating performance. These items are depreciation, acquisition-related costs and stock-based compensation. ForgeRock excludes depreciation given its standard exclusion in EBITDA and adjusted EBITDA results. In addition, the frequency and amount of such charges can vary significantly based on the size and timing of the transactions.

    ForgeRock also presents free cash flow, which is a non-GAAP financial measure. We define free cash flow as net cash used in operating activities less cash used for purchases of property and equipment. ForgeRock provides free cash flow as it is a commonly used non-GAAP financial measure to indicate the amount of cash needed to fund its operations and capital expenditures.

    The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude expenses that are required by GAAP to be recorded in our consolidated financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

    ForgeRock also uses the key metric Annualized Recurring Revenue ("ARR"), to evaluate its operations. We believe that ARR is a key metric because it is driven by our ability to acquire new customers and to maintain and expand our relationship with existing customers. We define ARR as the annualized value of all contractual subscription agreements as of the end of the period. To the extent that we are negotiating a renewal with a customer after the expiration of the subscription, we continue to include that revenue in ARR if we are actively in discussion with such an organization for a new subscription or renewal, or until such organization notifies us that it is not renewing its subscription. We perform this calculation on an individual customer basis by dividing the total dollar amount of the customer's contract by the total contract term stated in months and multiplying this amount by 12 to annualize. Calculated ARR for each individual customer is then aggregated to arrive at total ARR.

    ARR does not have a standardized meaning and therefore may not be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue, deferred revenue and remaining performance obligations computed and/or disclosed in accordance with GAAP and is not intended to be combined with or to replace any of those items. Specifically, ARR, as calculated under the definition herein, has the effect of normalizing the impact of revenue recognition for term-based subscription license agreements. ARR is calculated based upon annualized contract value and not actual GAAP revenue. Under ASC 606, for term-based subscription license agreements, we recognize approximately half of the total contract value upfront as license revenue, with the remainder attributable to maintenance and support that is recognized ratably over the license term. Annualizing actual GAAP revenue for any particular period could result in a meaningful difference from our ARR calculation, particularly when we are experiencing increases or decreases in the mix of multi-year term licenses. ARR is not a forecast and the active contracts at the date used in calculating ARR may or may not be extended by our customers.

    Forward-Looking Statements:

    This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or ForgeRock's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these words or other similar terms or expressions that concern ForgeRock's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, the quotations of management and statements regarding: the proposed acquisition by entities affiliated with Thoma Bravo, the anticipated timing of such proposed acquisition, our strategy, our products, including new offerings and the capabilities of our platform, and our financial condition. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to the pendency of the proposed acquisition by entities affiliated with Thoma Bravo or the failure to complete such transaction, our ability to attract new customers and retain and sell additional functionality and services to our existing customers, our ability to sustain and manage our growth, our ability to successfully add new features and functionality to our platform, our ability to compete effectively in an increasingly competitive market, and general market, political, economic, and business conditions, and other risks detailed in our filings with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K filed with the SEC on March 1, 2023 and in our Quarterly Report on Form 10-Q that will be filed with the SEC on or about August 8, 2023.

    Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent our views as of the date of this press release. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. We anticipate that subsequent events and developments could cause our views to change. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    About ForgeRock

    ForgeRock®, a global leader in digital identity, delivers modern identity and access management solutions for consumers, employees and things to simply and safely access the connected world. Using ForgeRock, more than 1,300 organizations around the world orchestrate, manage, and secure the complete lifecycle of identities from dynamic access controls, governance, APIs, and storing authoritative data – consumable in cloud or hybrid environments.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (UNAUDITED)

    (In thousands, except per share amounts)

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

    Revenue:

     

     

     

     

     

     

     

    Subscription term licenses

    $

    16,488

     

     

    $

    15,527

     

     

    $

    42,045

     

     

    $

    35,185

     

    Subscription SaaS, support & maintenance

     

    38,110

     

     

     

    29,562

     

     

     

    72,211

     

     

     

    55,748

     

    Perpetual licenses

     

    94

     

     

     

    19

     

     

     

    159

     

     

     

    105

     

    Total subscriptions and perpetual licenses

     

    54,692

     

     

     

    45,108

     

     

     

    114,415

     

     

     

    91,038

     

    Professional services

     

    3,592

     

     

     

    2,569

     

     

     

    7,012

     

     

     

    4,731

     

    Total revenue

     

    58,284

     

     

     

    47,677

     

     

     

    121,427

     

     

     

    95,769

     

    Cost of revenue(1):

     

     

     

     

     

     

     

    Subscriptions and perpetual licenses

     

    9,527

     

     

     

    6,415

     

     

     

    17,849

     

     

     

    12,268

     

    Professional services

     

    3,594

     

     

     

    2,912

     

     

     

    7,072

     

     

     

    5,763

     

    Total cost of revenue

     

    13,121

     

     

     

    9,327

     

     

     

    24,921

     

     

     

    18,031

     

    Gross profit

     

    45,163

     

     

     

    38,350

     

     

     

    96,506

     

     

     

    77,738

     

    Operating expenses(1):

     

     

     

     

     

     

     

    Research and development

     

    17,515

     

     

     

    15,666

     

     

     

    34,718

     

     

     

    30,144

     

    Sales and marketing

     

    37,616

     

     

     

    30,050

     

     

     

    74,067

     

     

     

    57,028

     

    General and administrative

     

    16,259

     

     

     

    14,935

     

     

     

    32,127

     

     

     

    28,479

     

    Acquisition-related costs

     

    3,851

     

     

     

    —

     

     

     

    10,798

     

     

     

    —

     

    Total operating expenses

     

    75,241

     

     

     

    60,651

     

     

     

    151,710

     

     

     

    115,651

     

    Operating loss

     

    (30,078

    )

     

     

    (22,301

    )

     

     

    (55,204

    )

     

     

    (37,913

    )

    Foreign currency gain (loss)

     

    (657

    )

     

     

    1,026

     

     

     

    (1,199

    )

     

     

    1,461

     

    Interest expense

     

    (875

    )

     

     

    (881

    )

     

     

    (2,010

    )

     

     

    (1,780

    )

    Other income, net

     

    3,198

     

     

     

    275

     

     

     

    5,034

     

     

     

    343

     

    Interest and other income (expense), net

     

    1,666

     

     

     

    420

     

     

     

    1,825

     

     

     

    24

     

    Loss before income taxes

     

    (28,412

    )

     

     

    (21,881

    )

     

     

    (53,379

    )

     

     

    (37,889

    )

    Provision for income taxes

     

    369

     

     

     

    489

     

     

     

    838

     

     

     

    951

     

    Net loss

    $

    (28,781

    )

     

    $

    (22,370

    )

     

    $

    (54,217

    )

     

    $

    (38,840

    )

    Net loss per share attributable to stockholders:

     

     

     

     

     

     

     

    Basic and diluted

    $

    (0.32

    )

     

    $

    (0.26

    )

     

    $

    (0.62

    )

     

    $

    (0.46

    )

    Weighted-average shares used in computing net loss per share attributable to stockholders:

     

     

     

     

     

     

     

    Basic and diluted

     

    88,757

     

     

     

    84,445

     

     

     

    88,114

     

     

     

    84,107

     

     

     

     

     

     

     

     

     

    (1) Includes stock-based compensation as follows (in thousands):

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

    Cost of revenue

    $

    1,015

     

     

    $

    615

     

     

    $

    2,020

     

     

    $

    1,132

     

    Research and development

     

    2,216

     

     

     

    1,653

     

     

     

    4,226

     

     

     

    3,053

     

    Sales and marketing

     

    4,383

     

     

     

    2,803

     

     

     

    8,323

     

     

     

    5,061

     

    General and administrative

     

    3,965

     

     

     

    2,900

     

     

     

    7,193

     

     

     

    5,185

     

    Total stock-based compensation expense

    $

    11,579

     

     

    $

    7,971

     

     

    $

    21,762

     

     

    $

    14,431

     

     

     

     

     

     

     

     

     

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (UNAUDITED)

    (In thousands, except par value)

     

     

    June 30,

    2023

     

    December 31,

    2022

    Assets

     

     

     

    Current assets:

     

     

     

    Cash and cash equivalents

    $

    288,994

     

     

    $

    128,803

     

    Short-term investments

     

    32,716

     

     

     

    207,248

     

    Accounts receivable, net of allowance for credit losses of $667 and $444, respectively

     

    50,904

     

     

     

    71,439

     

    Contract assets

     

    25,596

     

     

     

    25,117

     

    Deferred commissions

     

    9,877

     

     

     

    9,936

     

    Prepaid expenses and other assets

     

    13,058

     

     

     

    14,810

     

    Total current assets

     

    421,146

     

     

     

    457,353

     

    Deferred commissions

     

    21,589

     

     

     

    20,379

     

    Property and equipment, net

     

    2,720

     

     

     

    2,850

     

    Operating lease right-of-use assets

     

    9,377

     

     

     

    10,190

     

    Contract and other assets

     

    3,888

     

     

     

    3,408

     

    Total assets

    $

    458,720

     

     

    $

    494,180

     

    Liabilities and stockholders' equity

     

     

     

    Current liabilities:

     

     

     

    Accounts payable

    $

    6,154

     

     

    $

    4,587

     

    Accrued compensation

     

    17,029

     

     

     

    24,836

     

    Accrued expenses

     

    7,924

     

     

     

    9,475

     

    Current portion of operating lease liability

     

    1,927

     

     

     

    1,902

     

    Deferred revenue

     

    82,016

     

     

     

    82,036

     

    Other liabilities

     

    1,502

     

     

     

    2,927

     

    Total current liabilities

     

    116,552

     

     

     

    125,763

     

    Long-term debt

     

    39,675

     

     

     

    39,611

     

    Long-term operating lease liability

     

    8,352

     

     

     

    9,207

     

    Deferred revenue

     

    2,389

     

     

     

    1,283

     

    Other liabilities

     

    2,838

     

     

     

    2,150

     

    Total liabilities

     

    169,806

     

     

     

    178,014

     

    Stockholders' equity

     

     

     

    Common stock

     

    89

     

     

     

    87

     

    Additional paid-in capital

     

    667,230

     

     

     

    641,983

     

    Accumulated other comprehensive income

     

    5,909

     

     

     

    4,193

     

    Accumulated deficit

     

    (384,314

    )

     

     

    (330,097

    )

    Total stockholders' equity

     

    288,914

     

     

     

    316,166

     

    Total liabilities and stockholders' equity

    $

    458,720

     

     

    $

    494,180

     

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (UNAUDITED)

    (In thousands)

     

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

    Operating activities:

     

     

     

    Net loss

    $

    (54,217

    )

     

    $

    (38,840

    )

    Adjustments to reconcile net loss to net cash used in operating activities:

     

     

     

    Depreciation

     

    503

     

     

     

    549

     

    Noncash operating lease expense

     

    1,229

     

     

     

    1,147

     

    Stock-based compensation expense

     

    21,762

     

     

     

    14,431

     

    Amortization of deferred commissions

     

    7,749

     

     

     

    7,202

     

    Foreign currency remeasurement loss (gain)

     

    1,093

     

     

     

    (1,539

    )

    Amortization of premium / discount on short-term investments

     

    (1,117

    )

     

     

    1,247

     

    Other

     

    688

     

     

     

    50

     

    Changes in operating assets and liabilities:

     

     

     

    Deferred commissions

     

    (8,900

    )

     

     

    (7,928

    )

    Accounts receivable

     

    21,531

     

     

     

    7,709

     

    Contract and other non-current assets

     

    (890

    )

     

     

    2,458

     

    Prepaid expenses and other current assets

     

    2,090

     

     

     

    (893

    )

    Operating lease liabilities

     

    (1,282

    )

     

     

    (884

    )

    Accounts payable

     

    1,529

     

     

     

    (45

    )

    Accrued expenses and other liabilities

     

    (10,781

    )

     

     

    (4,265

    )

    Deferred revenue

     

    (190

    )

     

     

    (5,130

    )

    Net cash used in operating activities

     

    (19,203

    )

     

     

    (24,731

    )

    Investing activities:

     

     

     

    Purchases of property and equipment

     

    (322

    )

     

     

    (974

    )

    Purchases of short-term investments

     

    (18,974

    )

     

     

    (64,971

    )

    Maturities of short-term investments

     

    54,763

     

     

     

    43,048

     

    Sales of short-term investments

     

    141,053

     

     

     

    11,792

     

    Net cash provided by (used in) investing activities

     

    176,520

     

     

     

    (11,105

    )

    Financing activities:

     

     

     

    Proceeds from exercises of employee stock options

     

    9,782

     

     

     

    3,329

     

    Payment of offering costs

     

    —

     

     

     

    (141

    )

    Employee payroll taxes paid for net shares settlement of restricted stock units

     

    (6,295

    )

     

     

    —

     

    Proceeds from issuance of common stock under employee stock purchase plan

     

    —

     

     

     

    4,374

     

    Net cash provided by financing activities

     

    3,487

     

     

     

    7,562

     

    Effect of exchange rates on cash and cash equivalents and restricted cash

     

    (541

    )

     

     

    (1,036

    )

    Net increase (decrease) in cash, cash equivalents and restricted cash

     

    160,263

     

     

     

    (29,310

    )

    Cash, cash equivalents and restricted cash, beginning of year

     

    131,324

     

     

     

    128,437

     

    Cash, cash equivalents and restricted cash, end of period

    $

    291,587

     

     

    $

    99,127

     

     

     

     

     

    Reconciliation of cash and cash equivalents and restricted cash:

     

     

     

    Cash and cash equivalents

    $

    288,994

     

     

    $

    99,083

     

    Restricted cash included in prepaids and other current assets

     

    2,593

     

     

     

    44

     

    Total cash and cash equivalents and restricted cash

    $

    291,587

     

     

    $

    99,127

     

     

     

     

     

    Short-term investments, end of period

    $

    32,716

     

     

    $

    248,128

     

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    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS TO GAAP RESULTS

     

    Non-GAAP Gross Profit and Non-GAAP Gross Margin

     

     

     

     

     

     

     

     

    Gross profit is defined as GAAP revenue less cost of revenue and gross margin is GAAP gross profit as a percentage of total revenue. We define non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin adjusted to exclude stock-based compensation expense, as presented below (in thousands, except percentages):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Gross profit

    $

    45,163

     

     

    $

    38,350

     

     

    $

    96,506

     

     

    $

    77,738

     

    Add: Stock-based compensation

     

    1,015

     

     

     

    615

     

     

     

    2,020

     

     

     

    1,132

     

    Non-GAAP gross profit

    $

    46,178

     

     

    $

    38,965

     

     

    $

    98,526

     

     

    $

    78,870

     

     

     

     

     

     

     

     

     

    Gross margin

     

    77

    %

     

     

    80

    %

     

     

    79

    %

     

     

    81

    %

    Non-GAAP gross margin

     

    79

    %

     

     

    82

    %

     

     

    81

    %

     

     

    82

    %

     

     

     

     

     

     

     

     

    Non-GAAP Research and Development

     

     

     

     

     

     

     

     

     

     

     

     

    We define non-GAAP research and development as GAAP research and development adjusted to exclude stock-based compensation expense as presented below (in thousands):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Research and development

    $

    17,515

     

     

    $

    15,666

     

     

    $

    34,718

     

     

    $

    30,144

     

    Less: Stock-based compensation

     

    2,216

     

     

     

    1,653

     

     

     

    4,226

     

     

     

    3,053

     

    Non-GAAP research and development

    $

    15,299

     

     

    $

    14,013

     

     

    $

    30,492

     

     

    $

    27,091

     

     

     

     

     

     

     

     

     

    Non-GAAP Sales and Marketing

     

     

     

     

     

     

     

     

     

     

     

     

    We define non-GAAP sales and marketing as GAAP sales and marketing adjusted to exclude stock-based compensation expense as presented below (in thousands):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Sales and marketing

    $

    37,616

     

     

    $

    30,050

     

     

    $

    74,067

     

     

    $

    57,028

     

    Less: Stock-based compensation

     

    4,383

     

     

     

    2,803

     

     

     

    8,323

     

     

     

    5,061

     

    Non-GAAP sales and marketing

    $

    33,233

     

     

    $

    27,247

     

     

    $

    65,744

     

     

    $

    51,967

     

     

     

     

     

     

     

     

     

    Non-GAAP General and Administrative

     

     

     

     

     

     

     

     

     

     

     

     

    We define non-GAAP general and administrative as GAAP general and administrative adjusted to exclude stock-based compensation expense as presented below (in thousands):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    General and administrative

    $

    16,259

     

     

    $

    14,935

     

     

    $

    32,127

     

     

    $

    28,479

     

    Less: Stock-based compensation

     

    3,965

     

     

     

    2,900

     

     

     

    7,193

     

     

     

    5,185

     

    Non-GAAP general and administrative

    $

    12,294

     

     

    $

    12,035

     

     

    $

    24,934

     

     

    $

    23,294

     

     

     

     

     

     

     

     

     

    Non-GAAP Operating Loss and Non-GAAP Operating Margin

     

     

     

     

     

     

     

     

     

     

     

     

    We define non-GAAP operating loss and non-GAAP operating margin as GAAP operating loss and GAAP operating margin adjusted to exclude stock-based compensation expense and acquisition-related costs, as presented below (in thousands, except percentages):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Operating loss

    $

    (30,078

    )

     

    $

    (22,301

    )

     

    $

    (55,204

    )

     

    $

    (37,913

    )

    Add: Stock-based compensation

     

    11,579

     

     

     

    7,971

     

     

     

    21,762

     

     

     

    14,431

     

    Add: Acquisition-related costs

     

    3,851

     

     

     

    —

     

     

     

    10,798

     

     

     

    —

     

    Non-GAAP operating loss

    $

    (14,648

    )

     

    $

    (14,330

    )

     

    $

    (22,644

    )

     

    $

    (23,482

    )

     

     

     

     

     

     

     

     

    Operating margin

     

    (52

    )%

     

     

    (47

    )%

     

     

    (45

    )%

     

     

    (40

    )%

    Non-GAAP operating margin

     

    (25

    )%

     

     

    (30

    )%

     

     

    (19

    )%

     

     

    (25

    )%

     

     

     

     

     

     

     

     

    Adjusted EBITDA

     

     

     

     

     

     

     

     

     

     

     

     

    We define adjusted EBITDA as operating loss adjusted to exclude depreciation, stock-based compensation expense and acquisition-related costs, as presented below (in thousands):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Operating loss

    $

    (30,078

    )

     

    $

    (22,301

    )

     

    $

    (55,204

    )

     

    $

    (37,913

    )

    Add: Depreciation

     

    247

     

     

     

    269

     

     

     

    503

     

     

     

    549

     

    Add: Stock-based compensation

     

    11,579

     

     

     

    7,971

     

     

     

    21,762

     

     

     

    14,431

     

    Add: Acquisition-related costs

     

    3,851

     

     

     

    —

     

     

     

    10,798

     

     

     

    —

     

    Adjusted EBITDA

    $

    (14,401

    )

     

    $

    (14,061

    )

     

    $

    (22,141

    )

     

    $

    (22,933

    )

     

     

     

     

     

     

     

     

    Non-GAAP Net Loss and Non-GAAP Net Loss per Share, Basic and Diluted

     

     

     

     

     

     

     

     

    We define non-GAAP net loss as GAAP net loss adjusted to exclude stock-based compensation expense and acquisition-related costs, including the tax effect of stock-based compensation expense on the provision for (benefit from) income taxes as presented below (in thousands, except per share amounts).

     

     

     

     

     

     

     

     

    We define non-GAAP net loss per share, basic, as non-GAAP net loss divided by GAAP weighted-average shares used to compute net loss per share, basic.

     

     

     

     

     

     

     

     

    We define non-GAAP net loss per share, diluted, as non-GAAP net loss divided by GAAP weighted average shares used to compute net loss per share, basic, adjusted for the dilutive effect of employee equity awards, excluding the impact of unrecognized stock-based compensation expense, unless these adjustments are anti-dilutive.

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Net loss

    $

    (28,781

    )

     

    $

    (22,370

    )

     

    $

    (54,217

    )

     

    $

    (38,840

    )

    Add: Stock-based compensation

     

    11,579

     

     

     

    7,971

     

     

     

    21,762

     

     

     

    14,431

     

    Add: Acquisition-related costs

     

    3,851

     

     

     

    —

     

     

     

    10,798

     

     

     

    —

     

    Tax effect on the provision for income taxes

     

    111

     

     

     

    (71

    )

     

     

    225

     

     

     

    (133

    )

    Non-GAAP net loss

    $

    (13,240

    )

     

    $

    (14,470

    )

     

    $

    (21,432

    )

     

    $

    (24,542

    )

     

     

     

     

     

     

     

     

    Non-GAAP net loss per share, basic and diluted

    $

    (0.15

    )

     

    $

    (0.17

    )

     

    $

    (0.24

    )

     

    $

    (0.29

    )

     

     

     

     

     

     

     

     

    Free Cash Flow

     

     

     

     

     

     

     

     

     

     

     

     

    We define free cash flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment as presented below (in thousands):

     

     

     

     

     

     

     

     

     

    Three Months Ended June 30,

     

    Six Months Ended June 30,

     

     

    2023

     

     

     

    2022

     

     

     

    2023

     

     

     

    2022

     

     

     

     

     

     

     

     

     

    Net cash used in operating activities

    $

    (14,896

    )

     

    $

    (20,261

    )

     

    $

    (19,203

    )

     

    $

    (24,731

    )

    Purchases of property and equipment

     

    (37

    )

     

     

    (486

    )

     

     

    (322

    )

     

     

    (974

    )

    Free cash flow

    $

    (14,933

    )

     

    $

    (20,747

    )

     

    $

    (19,525

    )

     

    $

    (25,705

    )

     

     

     

     

     

     

     

     

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20230807050297/en/

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    • ForgeRock to be Acquired by Thoma Bravo for $2.3B

      ForgeRock shareholders to receive $23.25 per share in cash ForgeRock to become a privately held company upon completion of the transaction ForgeRock® (NYSE:FORG), a global digital identity leader, announced today that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm, for $23.25 per share, in an all-cash transaction valued at approximately $2.3 billion. The offer represents a premium of approximately 53% over ForgeRock's closing share price on October 10, 2022, the last full trading day prior to the transaction announcement, and a premium of approximately 44% over the volume weighted average price of ForgeRock stock for the 30 day

      10/11/22 8:30:00 AM ET
      $FORG
      Computer Software: Prepackaged Software
      Technology