0001178913-22-003182.txt : 20220818 0001178913-22-003182.hdr.sgml : 20220818 20220818091912 ACCESSION NUMBER: 0001178913-22-003182 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20220818 FILED AS OF DATE: 20220818 DATE AS OF CHANGE: 20220818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tufin Software Technologies Ltd. CENTRAL INDEX KEY: 0001757399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38866 FILM NUMBER: 221176427 BUSINESS ADDRESS: STREET 1: 5 HASHALOM ROAD STREET 2: TOHA TOWER CITY: TEL AVIV STATE: L3 ZIP: 6789205 BUSINESS PHONE: 972 3 612 8118 MAIL ADDRESS: STREET 1: 5 HASHALOM ROAD STREET 2: TOHA TOWER CITY: TEL AVIV STATE: L3 ZIP: 6789205 6-K 1 zk2228360.htm 6-K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 6-K
 

 
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of August 2022
 
Commission File Number: 001-38866
 

 
Tufin Software Technologies Ltd.
(Translation of registrant’s name into English)
 

 
Tufin Software Technologies Ltd.
5 HaShalom Road, ToHa Tower
Tel Aviv 6789205, Israel
 (Address of principal executive offices)
 

 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F            Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 


EXPLANATORY NOTE
 
On August 18, 2022, Tufin Software Technologies Ltd. (the “Company”, “Tufin” or “we”) issued a press release entitled “Tufin Announces Second Quarter 2022 Results” announcing its financial results for the period ended June 30, 2022. A copy of this press release is furnished as Exhibit 99.1 herewith.
 
Other than as indicated below, the information in this Form 6-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The U.S. GAAP financial information contained in (i) the consolidated balance sheets (Unaudited), (ii) the consolidated statements of operations (Unaudited) and (iii) the consolidated statement of cash flows (Unaudited) included in the press release attached as Exhibit 99.1 to this Report on Form 6-K are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-239715) and Form S-8 (File Nos. 333-231985, 333-237291, 333-253994 and 333-264612).

2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
TUFIN SOFTWARE TECHNOLOGIES LTD.
 
 
 
 
 
Date: August 18, 2022
By:
/s/ Reuven Kitov
 
 
 
Reuven Kitov
 
 
 
CEO & Chairman of the Board of Directors
 
 
3

 
EXHIBIT INDEX
 
 
 
 
Exhibit
 
Description
 
 

 
4
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1
Tufin Announces Second Quarter 2022 Results
Second quarter revenue of $29.5 million increased 15% year-over-year
GAAP operating loss of $14.3 million and non-GAAP operating loss of $7.1 million

Boston, MA and Tel Aviv, Israel – August 18, 2022- Tufin (NYSE: TUFN), a company pioneering a policy-centric approach to security and IT operations, today announced financial results for the second quarter ended June 30, 2022.

“Tufin reported another strong quarter driven by robust growth in new logo customers and the continued expansion of our subscription business,” said Ruvi Kitov, Tufin CEO and Co-Founder. “We closed Q2 with $29.5M in total revenue propelled by year-over-year increases in new business bookings, subscription conversions, and number of seven-figure deals.”
 
Kitov added, “with the release of Tufin Orchestration Suite 22-1, we aligned our go-to-market efforts around our expanded support for cloud and hybrid environments including policy management for Azure firewall and NGFW.”
 
Financial Highlights for the Second Quarter Ended June 30, 2022

Revenue:
•          Total revenue was $29.5 million, up 15% compared with the second quarter of 2021.
•          Product revenue was $13.4 million, up 38% compared with the second quarter of 2021.
•          Maintenance and professional services revenue was $16.1 million, flat compared with the second quarter of 2021.

Gross Profit:
•          GAAP gross profit was $23.3 million, or 79% of total revenue, compared to $19.9 million in the second quarter of 2021, or 77% of total revenue.
•          Non-GAAP gross profit was $23.9 million, or 81% of total revenue, compared to $20.5 million in the second quarter of 2021, or 80% of total revenue.

Operating Loss:
•          GAAP operating loss was $14.3 million, compared to operating loss of $11.4 million in the second quarter of 2021. 
•          Non-GAAP operating loss was $7.1 million, compared to non-GAAP operating loss of $7.6 million in the second quarter of 2021.

Net Loss:
•          GAAP net loss was $15.6 million, or a loss of $0.40 per diluted share, compared to a GAAP net loss of $11.9 million, or $0.32 per diluted share, in the second quarter of 2021.  
•          Non-GAAP net loss was $8.7 million, or a loss of $0.23 per diluted share, compared to non-GAAP net loss of $8.2 million, or $0.22 per diluted share, in the second quarter of 2021.



Balance Sheet and Cash Flow:

Cash flow used for operating activities during the six months ended June 30, 2022 was $0.7 million, compared to cash flow used for operating activities of $1.9 million during the six months ended June 30, 2021.
Total cash, cash equivalents, restricted cash and marketable securities as of June 30, 2022 were $87.3 million, compared to $89.4 million as of December 31, 2021.
 
The tables at the end of this press release include a reconciliation of GAAP to non-GAAP gross profit, operating loss and net loss for the three and six months ended June 30, 2022 and 2021. An explanation of these measures is also included under the heading “Non-GAAP Financial Measures.”

Recent Business Highlights

Tufin released Tufin Orchestration Suite R22-1, which offers new support for Microsoft Azure Firewall, new next generation firewall support for Check Point and Palo Alto Networks Panorama™, as well as new querying and dashboard capabilities.
Cyber Defense Awards, in conjunction with Cyber Defense Magazine, announced that Tufin was a “Cutting Edge” winner in Network and Security Management in the 2022 Global Infosec Awards. Cyber Defense Magazine considers startups and early-stage players to find those with the potential to stop breaches in a new and innovative way.
CRN recognized Tufin Orchestration Suite R22-1 as one of the 10 Coolest Cloud Security Tools and Products 2022 (So Far). CRN looked at cloud security products so far this year, recognizing offerings produced by and for big and small firms.

Transaction with Turn/River Capital
 
As announced on April 6, 2022, Tufin entered into a definitive agreement whereby funds advised by Turn/River Capital, a U.S.-based private equity firm will acquire all outstanding ordinary shares of Tufin. The shareholders of the Company approved the merger proposal brought before the special general meeting of shareholders held on June 7, 2022, by the requisite majority in accordance with the Israeli Companies Law. The transaction remains on track, subject to the satisfaction of certain additional customary closing conditions. Upon completion of the transaction, the Company’s ordinary shares will no longer be listed on any public market.
 
In light of the pending transaction, Tufin will not be hosting an earnings conference call to discuss these results and Tufin will not be providing guidance for the third quarter or for the full fiscal year 2022.
 
 
About Tufin

Tufin (NYSE: TUFN) simplifies management of some of the largest, most complex networks in the world, consisting of thousands of firewall and network devices and emerging hybrid cloud infrastructures. Enterprises select the Tufin Orchestration Suite™ to increase agility in the face of ever-changing business demands while maintaining a robust security posture. The Suite reduces the attack surface and meets the need for greater visibility into secure and reliable application connectivity. With over 2,000 customers since its inception, Tufin’s network security automation enables enterprises to implement changes in minutes instead of days, while improving their security posture and business agility.
 
Non-GAAP Financial Measures

We believe that providing non-GAAP financial measures that exclude, as applicable, share-based compensation expense and certain non-recurring costs, as well as, the tax effect of these non-GAAP adjustments, allows for more meaningful comparisons between our operating results from period to period. These non-GAAP financial measures are an important tool for financial and operational decision-making and for evaluating our operating results over different periods: 
 
We define non-GAAP gross profit as gross profit excluding share-based compensation expense.
We define non-GAAP operating income (loss) as operating income (loss) excluding share-based compensation expense and expenses associated with the pending merger transaction.
We define non-GAAP net income (loss) as net income (loss) excluding share-based compensation expense and expenses associated with the pending merger transaction and the tax effect of these non-GAAP adjustments.
 

Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expense, we believe that providing non-GAAP financial measures that exclude non-cash share-based compensation expense allow for more meaningful comparisons between our operating results from period to period. In addition, we believe that providing non-GAAP financial measures that exclude expenses associated with the pending merger transaction allow for more meaningful comparisons between our operating results from period to period since these non-recurring costs are not representative or indicative of our ongoing operations. We also believe that the tax effects related to the non-GAAP adjustments set forth above do not reflect the performance of our core business and would impact period-to-period comparability.

Other companies, including companies in our industry, may calculate non-GAAP gross profit, non-GAAP operating income (loss) and non-GAAP net income (loss) differently or not at all, which reduces the usefulness these non-GAAP financial measures for comparison. You should consider these non-GAAP financial measures along with other financial performance measures, including gross profit, operating income (loss) and net income (loss), and our financial results presented in accordance with U.S. GAAP. Tufin urges investors to review the reconciliation of its non-GAAP financial measures to the comparable U.S. GAAP financial measures included below, and not to rely on any single financial measure to evaluate its business.

Guidance for non-GAAP financial measures excludes, as applicable, share-based compensation expense and certain non-recurring costs, as applicable. A reconciliation of the non-GAAP financial measures guidance to the corresponding GAAP measures is not available on a forward-looking basis due to the uncertainty regarding, and the potential variability and significance of, the amounts of share-based compensation expense and certain non-recurring costs, as applicable, that are excluded from the guidance. Accordingly, a reconciliation of the non-GAAP financial measures guidance to the corresponding GAAP measures for future periods is not available without unreasonable effort.

Cautionary Language Concerning Forward-Looking Statements

This release contains forward-looking statements, which express the current beliefs and expectations of Tufin’s management. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions.  Such statements involve a number of known and unknown risks and uncertainties that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: the proposed merger, including the risks that the Company may be unable to obtain required regulatory approvals or satisfy other conditions to the closing, that the proposed merger may involve unexpected costs, liabilities or delays, that the occurrence of certain events, change or other circumstances could give rise to the termination of the proposed merger agreement and that the proposed merger disrupts current plans and operations, risks associated with the ability to recognize benefits of the proposed merger, the potential difficulties in employee retention as a result of the proposed merger, the impact of the proposed merger on relationships with the Company’s commercial counter-parties, including, but not limited to, its distribution partners and the significant transaction costs associated with the proposed merger, as well as other risks that may imperil the consummation of the merger, which may result in the merger not being consummated within the expected time period or at all; the successful management of our business model, as well as current and future growth, particularly with respect to the ongoing implementation of our plans to transition to a term-based subscription license business model over time; our intention to invest further in the Tufin Orchestration Suite to extend its functionality and features; our expectations regarding sales of our cloud products; competition we face in the security policy management market, and our potential lack of sufficient financial or other resources in order to maintain or improve our competitive position; our expectations regarding growth in the market for enterprise security and network management products; our ability to compete and increase positive market awareness of our brand, particularly with respect to markets for security policy management; our expectation that policy-centric, automated solutions will garner a growing share of enterprise security spend; our expectations for growth in certain key verticals and geographic regions and our intention to expand international operations; our expectations regarding sales driven by our relationships channel partners and our technology alliance partners through joint selling efforts and go-to-market strategies; customer relationships developed by our hybrid sales model, including our ability to acquire new customers and retain existing customers; our dependence on a single third-party manufacturer to fulfill certain software license orders; our expectations concerning seasonality and the predictability of our sales cycle; our ability to align our future and past performance by continuing to generate sufficient revenues; the compatibility and integration of our product and service offerings with customers’ existing technology infrastructures and applications; our plans to deploy additional cloud-based subscription products and promote our brand over time, to enable more customers to consume our products beyond our existing on-premise solutions; our reliance on certain products and customers to generate revenue; compliance, managerial and regulatory risks associated with international sales and operations; the effect of any real or perceived shortcomings, defects or vulnerabilities in our solutions; political conditions and economic downturns, particularly in areas where we operate; the impact of COVID-19 on the budgets of our customers and on economic conditions generally; the effect of cyber security threats or attacks on our technologies, products and services; our compliance with laws, regulations and requirements in the jurisdictions where we operate, including with respect to with data protection and privacy and export and import control requirements; the outcome of certain litigation relating to our initial public offering; our ability to adequately protect and defend our intellectual property and other proprietary rights; our ability to effectively manage, invest in, train, grow and retain our sales force, research and development capabilities, marketing team and other key personnel; our ability to maintain effective internal controls over financial reporting; the volatility of our share price and active trading market for our shares; political, economic, governmental and tax consequences associated with our incorporation and location in Israel; our expectations regarding our tax classifications; and other factors discussed under the heading “Risk Factors” in the our most recent annual report on Form 20-F filed with and subsequent Reports of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.


TUFIN SOFTWARE TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
(Unaudited)

 
 
December 31,
   
June 30,
 
 
 
2021
   
2022
 
Assets
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
44,439
     
53,251
 
Marketable Securities - short term
   
18,177
     
25,203
 
Accounts receivable (net of allowance for credit losses of $85 and $116 at December 31, 2021
and June 30, 2022 respectively)
   
19,156
     
12,913
 
Prepaid expenses and other current assets
   
8,765
     
7,952
 
Total current assets
   
90,537
     
99,319
 
NON CURRENT ASSETS:
               
Long-term restricted bank deposits
   
3,251
     
3,997
 
Marketable Securities - long term
   
23,514
     
4,830
 
Property and equipment, net
   
5,007
     
5,178
 
Operating lease assets
   
16,457
     
15,259
 
Deferred costs
   
8,728
     
8,436
 
Deferred tax assets
   
2,533
     
3,265
 
Other non-current assets
   
1,366
     
1,503
 
Total non-current assets
   
60,856
     
42,468
 
Total assets
 
$
151,393
     
141,787
 
 


TUFIN SOFTWARE TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
(Unaudited)

 
 
December 31,
   
June 30,
 
 
 
2021
   
2022
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
           
CURRENT LIABILITIES:
           
Accounts payable
 
$
5,191
     
11,858
 
Employee and payroll accrued expenses
   
21,123
     
17,558
 
Other accounts payables
   
677
     
2,088
 
Operating lease liabilities – current
   
3,437
     
3,213
 
Deferred revenues
   
28,386
     
34,006
 
Total current liabilities
   
58,814
     
68,723
 
NON-CURRENT LIABILITIES:
               
Long-term deferred revenues
   
18,740
     
25,512
 
Non-current operating lease liabilities
   
17,837
     
14,663
 
Other non-current liabilities
   
1,681
     
1,899
 
Total non-current liabilities
   
38,258
     
42,074
 
Total liabilities-
   
97,072
     
110,797
 
                 
SHAREHOLDERS’ EQUITY:
               
Ordinary shares of NIS 0.015 par value; 150,000,000 shares authorized at December 31, 2021 and June 30, 2022, respectively; 37,851,120 and 38,839,749 shares issued and outstanding at December 31, 2021 and June 30, 2022, respectively;
   
157
     
161
 
Additional paid-in capital
   
195,041
     
203,284
 
Accumulated other comprehensive income
   
(113
)
   
(618
)
Accumulated deficit
   
(140,764
)
   
(171,837
)
TOTAL SHAREHOLDERS’ EQUITY
   
54,321
     
30,990
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   
151,393
     
141,787
 



TUFIN SOFTWARE TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)
(Unaudited)

 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
   
June 30,
   
June 30,
 
 
 
2021
   
2022
   
2021
   
2022
 
Revenues:
                       
Product
   
9,747
     
13,438
     
15,778
     
23,132
 
Maintenance and professional services
   
15,991
     
16,067
     
31,320
     
32,435
 
Total revenues
   
25,738
     
29,505
     
47,098
     
55,567
 
Cost of revenues:
                               
Product
   
578
     
926
     
1,331
     
1,662
 
Maintenance and professional services
   
5,215
     
5,305
     
9,866
     
10,457
 
Total cost of revenues
   
5,793
     
6,231
     
11,197
     
12,119
 
Gross profit
   
19,945
     
23,274
     
35,901
     
43,448
 
Operating expenses:
                               
Research and development
   
10,414
     
10,515
     
20,054
     
20,838
 
Sales and marketing
   
14,668
     
16,989
     
28,232
     
33,262
 
General and administrative
   
6,289
     
10,115
     
11,885
     
19,106
 
Total operating expenses
   
31,371
     
37,619
     
60,171
     
73,206
 
Operating loss
   
(11,426
)
   
(14,345
)
   
(24,270
)
   
(29,758
)
Financial income, net
   
(306
)
   
(855
)
   
(241
)
   
(606
)
Loss before taxes on income
   
(11,732
)
   
(15,200
)
   
(24,511
)
   
(30,364
)
Taxes on income
   
(133
)
   
(362
)
   
1,056
     
(709
)
Net loss
   
(11,865
)
   
(15,562
)
   
(23,455
)
   
(31,073
)
Basic and diluted net loss per ordinary share
   
(0.32
)
   
(0.40
)
   
(0.64
)
   
(0.81
)
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
   
37,023
     
38,578
     
36,715
     
38,300
 

Share-based Compensation Expense:
           
 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
   
June 30,
   
June 30,
 
 
 
2021
   
2022
   
2021
   
2022
 
Cost of revenues
   
538
     
619
     
1,061
     
990
 
Research and development
   
1,235
     
1,016
     
2,362
     
1,774
 
Sales and marketing
   
902
     
1,287
     
1,643
     
2,320
 
General and administrative
   
1,147
     
965
     
2,104
     
2,082
 
Total share-based compensation expense
   
3,822
     
3,887
     
7,170
     
7,166
 


TUFIN SOFTWARE TECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
(Unaudited)

 
 
Six Months Ended
 
 
 
June 30,
 
 
 
2021
   
2022
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
   
(23,455
)
   
(31,073
)
Adjustment to reconcile net loss to net cash used in operating activities:
               
Depreciation
   
837
     
976
 
Share-based compensation
   
7,170
     
7,166
 
Amortization of premium on marketable securities
   
167
     
90
 
Exchange rate differences on cash, cash equivalents and restricted cash
   
173
     
975
 
                 
Change in operating assets and liabilities items:
               
Accounts receivable, net
   
6,296
     
6,243
 
Prepaid expenses and other current assets
   
(1,483
)
   
379
 
Deferred costs
   
290
     
355
 
Deferred taxes
   
(507
)
   
(732
)
Other non-current assets
   
155
     
(137
)
Accounts payable
   
1,731
     
6,667
 
Employee and payroll accrued expenses
   
(1,650
)
   
(3,692
)
Other accounts payable and non-current liabilities
   
178
     
1,884
 
Operating lease
   
(472
)
   
(2,200
)
Deferred revenues
   
8,653
     
12,392
 
Net cash used in operating activities
   
(1,917
)
   
(707
)
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of fixed assets
   
(938
)
   
(941
)
Investment in marketable securities
   
(16,127
)
   
(1,988
)
Proceeds from maturities of marketable securities
   
15,409
     
13,018
 
Net cash provided by (used in) investing activities
   
(1,656
)
   
10,089
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
    Proceeds from exercise of share options
   
1,580
     
1,022
 
    Changes in withholding tax related to employee share plans
   
(470
)
   
129
 
Net cash provided by financing activities
   
1,110
     
1,151
 
Effect of exchange rate changes on cash, cash equivalents and restricted cash
   
(173
)
   
(975
)
 
               
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
   
(2,636
)
   
9,558
 
 
               
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
   
61,717
     
47,690
 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
   
59,081
     
57,248
 
 


TUFIN SOFTWARE TECHNOLOGIES LTD.
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
U.S. dollars in thousands (except per share data)
(Unaudited)

Reconciliation of Gross Profit to Non-GAAP Gross Profit:
           
             
 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
   
June 30,
   
June 30,
 
 
 
2021
   
2022
   
2021
   
2022
 
 Gross profit
   
19,945
     
23,274
     
35,901
     
43,448
 
 Plus:
                               
 Share-based compensation
   
538
     
619
     
1,061
     
990
 
 Non-GAAP gross profit
   
20,483
     
23,893
     
36,962
     
44,438
 

Reconciliation of Operating Loss to Non-GAAP Operating Loss:
           
             
 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
   
June 30,
   
June 30,
 
 
 
2021
   
2022
   
2021
   
2022
 
 Operating loss
   
(11,426
)
   
(14,345
)
   
(24,270
)
   
(29,758
)
 Plus:
                               
 Share-based compensation
   
3,822
     
3,887
     
7,170
     
7,166
 
Expenses associated with the pending merger transaction
   
-
     
3,309
     
-
     
5,310
 
 Non-GAAP operating loss
   
(7,604
)
   
(7,149
)
   
(17,100
)
   
(17,282
)

Reconciliation of Net Loss to Non-GAAP Net Loss:
           
             
 
 
Three Months Ended
   
Six Months Ended
 
 
 
June 30,
   
June 30,
   
June 30,
   
June 30,
 
 
 
2021
   
2022
   
2021
   
2022
 
 Net loss
   
(11,865
)
   
(15,562
)
   
(23,455
)
   
(31,073
)
 Plus:
                               
 Share-based compensation
   
3,822
     
3,887
     
7,170
     
7,166
 
Expenses associated with the pending merger transaction
           
3,309
             
5,310
 
Taxes on income related to non-GAAP adjustments
   
(114
)
   
(345
)
   
(1,719
)
   
(668
)
 Non-GAAP net loss
   
(8,157
)
   
(8,711
)
   
(18,004
)
   
(19,265
)
                                 
 Non-GAAP net income per share - basic and diluted
   
(0.22
)
   
(0.23
)
   
(0.49
)
   
(0.50
)
Weighted average number of shares - basic and diluted
   
37,023
     
38,578
     
36,715
     
38,300
 
 

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