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6-K 1 zk2329710.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 May 2023
 
Commission File Number: 001-36625  



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



CyberArk Software Ltd.
9 Hapsagot St.
Park Ofer 2, POB 3143
Petach-Tikva, 4951041 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 May 11, 2023, CyberArk Software Ltd. (the “Company”), issued a press release entitled “CyberArk Announces First Quarter 2023 Results.” 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, (ii) consolidated statements of operations and (iii) consolidated statement of cash flows 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 S-8 (File Nos. 333-200367, 333- 202850, 333-216755, 333-223729, 333-230269, 333-236909, 333-254152, 333-254154, 333-263436, 333-270222 and 333-270223).

2
SIGNATURE
 
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.
 
  CYBERARK SOFTWARE LTD.  
       
Date: May 11, 2023
By:
/s/ Joshua Siegel  
    Name: Joshua Siegel  
    Title:   Chief Financial Officer  

3
EXHIBIT INDEX

     
Exhibit
 
Description
     
 
 
4

EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1


CyberArk Announces First Quarter 2023 Results

Subscription Portion of Annual Recurring Revenue (ARR) of $403 million; Growth of 84% Year-over-Year
Total ARR of $604 million; Growth of 42% Year-over-Year
Subscription Revenue of $92.7 million for the Quarter; Growth of 78% Year-Over-Year
Total Revenue of $161.7 million for the Quarter; Growth Accelerates to 27% Year-Over-Year
Company Raises Full Year ARR Guidance to a Range of $735 million to $745 million from $730 million to $740 million

Newton, Mass. and Petach Tikva, Israel – May 11, 2023 – CyberArk (NASDAQ: CYBR), the global leader in Identity Security, today announced the Company’s financial results for the first quarter ended March 31, 2023.

“Our results in the first quarter demonstrate the durability of our business model and the mission criticality of our Identity Security platform,” said Matt Cohen, CyberArk's Chief Executive Officer. “With identity-based attacks increasing in frequency and severity, CISOs are prioritizing our solutions even in today’s uncertain macro-economic environment. Demand for our SaaS solutions remains strong, resulting in our subscription bookings mix reaching an all-time high of 95 percent, higher than our guidance framework. While the bookings mix lowered our recognized revenue, it also drove strong 84 percent growth in Subscription ARR to $403 million and 42 percent growth in total ARR to $604 million. Given our results in the first quarter and resiliency in demand for our solutions, we are well positioned to deliver strong long-term growth, profitability and cash flow.”

     Financial Summary for the First Quarter Ended March 31, 2023


Subscription revenue was $92.7 million in the first quarter of 2023, an increase of 78 percent from $51.9 million in the first quarter of 2022.
 

Maintenance and professional services revenue was $65.1 million in the first quarter of 2023, compared to $65.1 million in the first quarter of 2022.


Perpetual license revenue was $3.9 million in the first quarter of 2023, compared to $10.6 million in the first quarter of 2022.


Total revenue was $161.7 million in the first quarter of 2023, up 27 percent from $127.6 million in the first quarter of 2022.


GAAP operating loss was $(46.1) million and non-GAAP operating loss was $(12.6) million in the first quarter of 2023.
 

GAAP net loss was $(35.0) million, or $(0.85) per basic and diluted share, in the first quarter of 2023. Non-GAAP net loss was $(6.9) million, or $(0.17) per basic and diluted share, in the first quarter of 2023.

Balance Sheet and Net Cash Provided by Operating Activities


As of March 31, 2023, CyberArk had $1.2 billion in cash, cash equivalents, marketable securities, and short-term deposits.
 

During the three months ended March 31, 2023, the Company generated $5.8 million in net cash provided by operating activities.
 

As of March 31, 2023, total deferred revenue was $415.8 million, a 20 percent increase from $345.2 million at March 31, 2022.
 

Key Business Highlights


Annual Recurring Revenue (ARR) was $604 million, an increase of 42 percent from $427 million at March 31, 2022.


o
The Subscription portion of ARR was $403 million, or 67 percent of total ARR at March 31, 2023. This represents an increase of 84 percent from $219 million, or 51 percent of total ARR, at March 31, 2022.


o
The Maintenance portion of ARR was $202 million at March 31, 2023, compared to $208 million at March 31, 2022.


Recurring revenue in the first quarter was $145.9 million, an increase of 37 percent from $106.9 million for the first quarter of 2022.

Recent Developments


CyberArk Achieved SOC 2 Type 2 and SOC 3 Certifications for its Identity Security Platform


CyberArk was named an Overall Leader in Privileged Access Management by KuppingerCole


CyberArk Announced Enhanced Functionality for its Workforce Password Management solution

Business Outlook

Based on information available as of May 11, 2023, CyberArk is issuing guidance for the second quarter and full year 2023 as indicated below.
 
Second Quarter 2023:


Total revenue is expected to be in the range of $170.0 million and $175.0 million, representing growth of 19 percent to 23 percent compared to the second quarter of 2022.


Non-GAAP operating loss is expected to be in the range of $(10.5) million to $(6.5) million.


Non-GAAP net loss per share is expected to be in the range of $(0.19) to $(0.09) per basic and diluted share.


o
Assumes 41.7 million weighted average basic and diluted shares.

Full Year 2023:


Total revenue is expected to be in the range of $724.0 million to $736.0 million, representing growth of 22 percent to 24 percent compared to the full year 2022.


Non-GAAP operating income/(loss) is expected to be in the range of $(5.0) million to $5.0 million.


Non-GAAP net income per share is expected to be in the range of $0.16 to $0.38 per diluted share.


o
Assumes 46.3 million weighted average diluted shares


ARR as of December 31, 2023 is expected to be in the range of $735 million to $745 million, representing growth of 29 percent to 31 percent from December 31, 2022.

Conference Call Information
 
In conjunction with this announcement, CyberArk will host a conference call on Thursday, May 11, 2023 at 8:00 a.m. Eastern Time (ET) to discuss the Company’s first quarter financial results and its business outlook. To access this call, dial +1 (888) 330-2455 (U.S.) or +1 (240) 789-2717 (international). The conference ID is 6515982. Additionally, a live webcast of the conference call will be available via the “Investor Relations” section of the company’s website at www.cyberark.com.


Following the conference call, a replay will be available for one week at +1 (800) 770-2030 (U.S.) or +1 (647) 362-9199 (international). The replay pass code is 6515982. An archived webcast of the conference call will also be available in the “Investor Relations” section of the company’s website at www.cyberark.com.

About CyberArk                                                                                                       

CyberArk (NASDAQ: CYBR) is the global leader in Identity Security. Centered on privileged access management, CyberArk provides the most comprehensive security offering for any identity – human or machine – across business applications, distributed workforces, hybrid cloud workloads and throughout the DevOps lifecycle. The world’s leading organizations trust CyberArk to help secure their most critical assets. To learn more about CyberArk, visit https://www.cyberark.com, read the CyberArk blogs or follow on Twitter via @CyberArk, LinkedIn or Facebook.

Copyright © 2023 CyberArk Software. All Rights Reserved. All other brand names, product names, or trademarks belong to their respective holders.

Key Performance Indicators and Non-GAAP Financial Measures

Annual Recurring Revenue (ARR)


Annual Recurring Revenue (ARR) is defined as the annualized value of active SaaS, subscription or term-based license and maintenance contracts related to perpetual licenses in effect at the end of the reported period.
 
Subscription Portion of Annual Recurring Revenue


Subscription portion of ARR is defined as the annualized value of active SaaS and subscription or term-based license contracts in effect at the end of the reported period. The subscription portion of ARR excludes maintenance contracts related to perpetual licenses.
 
Maintenance Portion of Annual Recurring Revenue


Maintenance portion of ARR is defined as the annualized value of active maintenance contracts related to perpetual licenses. The Maintenance portion of ARR excludes SaaS and subscription or term-based license contracts in effect at the end of the reported period.
 
Recurring Revenue
 

Recurring Revenue is defined as revenue derived from SaaS and subscription or term-based license contracts, and maintenance contracts related to perpetual licenses during the reported period.
 
Non-GAAP Financial Measures

CyberArk believes that the use of non-GAAP gross profit, non-GAAP operating expense, non-GAAP operating loss, non-GAAP net loss and free cash flow is helpful to our investors. These financial measures are not measures of the Company’s financial performance under U.S. GAAP and should not be considered as alternatives to gross profit, operating loss, net loss or net cash provided by operating activities or any other performance measures derived in accordance with GAAP.


Non-GAAP gross profit is calculated as GAAP gross profit excluding share-based compensation expense, and amortization of intangible assets related to acquisitions.
 


Non-GAAP operating expense is calculated as GAAP operating expenses excluding share-based compensation expense, acquisition related expenses and amortization of intangible assets related to acquisitions.
 

Non-GAAP operating loss is calculated as GAAP operating loss excluding share-based compensation expense, acquisition related expenses and amortization of intangible assets related to acquisitions.
 

Non-GAAP net loss is calculated as GAAP net loss excluding share-based compensation expense, acquisition related expenses, amortization of intangible assets related to acquisitions, amortization of debt discount and issuance costs, and the tax effect of non-GAAP adjustments.
 

Free cash flow is calculated as net cash provided by operating activities less purchase of property and equipment.
 
The Company believes that providing non-GAAP financial measures that are adjusted by, as applicable, share-based compensation expense, acquisition related expenses, amortization of intangible assets related to acquisitions, non-cash interest expense related to the amortization of debt discount and issuance cost, the tax effect of the non-GAAP adjustments and purchase of property and equipment allows for more meaningful comparisons of its period to period operating results. Share-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in the Company’s business and an important part of the compensation provided to its employees. Share based compensation expense has varying available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company’s non-cash expense. The Company believes that expenses related to its acquisitions, amortization of intangible assets related to acquisitions, and non-cash interest expense related to the amortization of debt discount and issuance costs do not reflect the performance of its core business and impact period-to-period comparability. The Company believes free cash flow is a liquidity measure that, after the purchase of property and equipment, provides useful information about the amount of cash generated by the business. 
 
Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies in the industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP financial measures as they exclude expenses that may have a material impact on the Company’s reported financial results. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with U.S. GAAP. CyberArk 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, acquisition related expenses, amortization of intangible assets related to acquisitions, non-cash interest expense related to the amortization of debt discount and issuance costs and the tax effect of the non-GAAP adjustments. 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, amortization of intangible assets related to acquisitions, and the non-recurring expenses 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 CyberArk’s (the “Company”) 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, levels of activity, performance or achievements to differ materially from the results, levels of activity, 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: changes to the drivers of the Company’s growth and its ability to adapt its solutions to IT security market demands; fluctuation in the Company’s results due to sales cycles and multiple pricing and delivery models; the Company’s ability to sell into existing and new customers and industry verticals; an increase in competition within the Privileged Access Management and Identity Security markets; unanticipated product vulnerabilities or cybersecurity breaches of the Company’s, or the Company’s customers’ or partners’ systems; complications or risks in connection with the Company’s subscription model, including uncertainty regarding renewals from its existing customer base, and retaining sufficient subscription or maintenance and support service renewal rates; risks related to compliance with privacy and data protection laws and regulations; risks regarding potential negative economic conditions in the global economy or certain regions, including conditions resulting from financial and credit market fluctuations, rising interest rates, bank failures, inflation, and the potential for regional or global recessions; the Company’s ability to hire, train, retain and motivate qualified personnel; reliance on third-party cloud providers for the Company’s operations and SaaS solutions; the Company’s history of incurring net losses and its ability to achieve profitability in the future; risks related to the Company’s ongoing transition to a new Chief Executive Officer; the Company’s ability to find, complete, fully integrate or achieve the expected benefits of strategic acquisitions; the duration and scope of the COVID-19 pandemic and its resulting effect on the demand for the Company’s solutions and on its expected revenue growth rates and costs; the Company’s ability to expand its sales and marketing efforts and expand its channel partnerships across existing and new geographies; risks related to sales made to government entities; regulatory and geopolitical risks associated with global sales and operations (including the current conflict between Russia and Ukraine) and changes in regulatory requirements or fluctuations in currency exchange rates; the ability of the Company’s products to help customers achieve and maintain compliance with government regulations or industry standards; risks related to intellectual property claims or the Company’s ability to protect its proprietary technology and intellectual property rights; and other factors discussed under the heading “Risk Factors” in the Company’s most recent annual report on Form 20-F filed with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the U.S. 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.
 
###

Investor Contact:
Erica Smith
CyberArk
Phone:  +1 617-558-2132
ir@cyberark.com

Media Contact:
Liz Campbell
CyberArk
Phone: +1-617-558-2191
press@cyberark.com


 CYBERARK SOFTWARE LTD.
 Consolidated Statements of Operations
 U.S. dollars in thousands (except per share data)
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
Revenues:
           
 Subscription
 
$
51,950
   
$
92,720
 
 Perpetual license
   
10,557
     
3,882
 
 Maintenance and professional services
   
65,055
     
65,103
 
                 
       Total revenues
   
127,562
     
161,705
 
                 
 Cost of revenues:
               
 Subscription
   
9,197
     
15,945
 
 Perpetual license
   
892
     
212
 
 Maintenance and professional services
   
17,945
     
19,815
 
                 
        Total cost of revenues
   
28,034
     
35,972
 
                 
 Gross profit
   
99,528
     
125,733
 
                 
 Operating expenses:
               
 Research and development
   
43,443
     
52,256
 
 Sales and marketing
   
77,433
     
99,428
 
 General and administrative
   
19,736
     
20,175
 
                 
        Total operating expenses
   
140,612
     
171,859
 
                 
 Operating loss
   
(41,084
)
   
(46,126
)
                 
 Financial income, net
   
1,056
     
9,606
 
                 
 Loss before taxes on income
   
(40,028
)
   
(36,520
)
                 
 Tax benefit
   
2,217
     
1,492
 
                 
 Net loss
 
$
(37,811
)
 
$
(35,028
)
                 
 Basic loss per ordinary share
 
$
(0.94
)
 
$
(0.85
)
 Diluted loss per ordinary share
 
$
(0.94
)
 
$
(0.85
)
                 
 Shares used in computing net loss per ordinary shares, basic
   
40,169,333
     
41,168,043
 
 
               
 Shares used in computing net loss per ordinary shares, diluted
   
40,169,333
     
41,168,043
 


 CYBERARK SOFTWARE LTD.
 Consolidated Balance Sheets
 U.S. dollars in thousands
 (Unaudited)

   
December 31,
   
March 31,
 
   
2022
   
2023
 
             
 ASSETS
           
             
 CURRENT ASSETS:
           
 Cash and cash equivalents
 
$
347,338
   
$
363,663
 
 Short-term bank deposits
   
305,843
     
281,602
 
 Marketable securities
   
301,101
     
268,487
 
 Trade receivables
   
120,817
     
87,529
 
 Prepaid expenses and other current assets
   
22,482
     
23,668
 
                 
 Total current assets
   
1,097,581
     
1,024,949
 
                 
 LONG-TERM ASSETS:
               
 Marketable securities
   
227,748
     
309,687
 
 Property and equipment, net
   
23,474
     
22,656
 
 Intangible assets, net
   
27,508
     
25,667
 
 Goodwill
   
153,241
     
153,241
 
 Other long-term assets
   
217,040
     
191,093
 
 Deferred tax asset
   
72,809
     
78,722
 
                 
 Total long-term assets
   
721,820
     
781,066
 
                 
 TOTAL ASSETS
 
$
1,819,401
   
$
1,806,015
 
                 
 LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
 CURRENT LIABILITIES:
               
 Trade payables
 
$
13,642
   
$
13,472
 
 Employees and payroll accruals
   
77,328
     
53,730
 
 Accrued expenses and other current liabilities
   
33,584
     
37,163
 
 Deferred revenues
   
327,918
     
339,223
 
                 
 Total current liabilities
   
452,472
     
443,588
 
                 
 LONG-TERM LIABILITIES:
               
 Convertible senior notes, net
   
569,344
     
570,092
 
 Deferred revenues
   
80,524
     
76,602
 
 Other long-term liabilities
   
38,917
     
37,213
 
                 
 Total long-term liabilities
   
688,785
     
683,907
 
                 
 TOTAL LIABILITIES
   
1,141,257
     
1,127,495
 
                 
 SHAREHOLDERS' EQUITY:
               
 Ordinary shares of NIS 0.01 par value
   
107
     
108
 
 Additional paid-in capital
   
660,289
     
692,597
 
 Accumulated other comprehensive loss
   
(15,560
)
   
(12,465
)
 Retained earnings (accumulated deficit)
   
33,308
     
(1,720
)
                 
 Total shareholders' equity
   
678,144
     
678,520
 
                 
 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
1,819,401
   
$
1,806,015
 


 CYBERARK SOFTWARE LTD.
 Consolidated Statements of Cash Flows
 U.S. dollars in thousands
 (Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Cash flows from operating activities:
           
 Net loss
 
$
(37,811
)
 
$
(35,028
)
 Adjustments to reconcile net loss to net cash
               
 provided by operating activities:
               
 Depreciation and amortization
   
3,884
     
4,446
 
 Amortization of premium and accretion of discount on marketable securities, net
   
1,877
     
(508
)
 Share-based compensation
   
27,278
     
31,596
 
 Deferred income taxes, net
   
(4,238
)
   
(5,467
)
 Decrease in trade receivables
   
36,839
     
33,288
 
 Amortization of debt discount and issuance costs
   
744
     
748
 
 Increase in prepaid expenses, other current and long-term assets and others
   
(8,708
)
   
(5,105
)
 Changes in operating lease right-of-use assets
   
33
     
1,543
 
 Increase (decrease) in trade payables
   
1,298
     
(363
)
 Increase in short-term and long-term deferred revenues
   
27,933
     
7,383
 
 Decrease in employees and payroll accruals
   
(21,588
)
   
(27,920
)
 Increase (decrease) in accrued expenses and other current and long-term liabilities
   
(851
)
   
3,207
 
 Changes in operating lease liabilities
   
(1,706
)
   
(1,999
)
                 
 Net cash provided by operating activities
   
24,984
     
5,821
 
                 
 Cash flows from investing activities:
               
 Investment in short and long term deposits
   
(55,906
)
   
(51,768
)
 Proceeds from short and long term deposits
   
71,932
     
103,738
 
 Investment in marketable securities and other
   
(104,477
)
   
(156,522
)
 Proceeds from sales and maturities of marketable securities
   
69,905
     
111,611
 
 Purchase of property and equipment
   
(2,013
)
   
(1,775
)
 Payments for business acquisitions, net of cash acquired
   
(12,987
)
   
-
 
                 
 Net cash provided by (used in) investing activities
   
(33,546
)
   
5,284
 
                 
 Cash flows from financing activities:
               
 Proceeds from (payment of) withholding tax related to employee stock plans
   
(620
)
   
712
 
 Proceeds from exercise of stock options
   
1,100
     
599
 
 Proceeds in connection with employees stock purchase plan
   
-
     
3,906
 
                 
 Net cash provided by financing activities
   
480
     
5,217
 
                 
 Increase (decrease) in cash and cash equivalents
   
(8,082
)
   
16,322
 
                 
 Effect of exchange rate differences on cash and cash equivalents
   
(916
)
   
3
 
                 
 Cash and cash equivalents at the beginning of the period
   
356,850
     
347,338
 
                 
 Cash and cash equivalents at the end of the period
 
$
347,852
   
$
363,663
 


 CYBERARK SOFTWARE LTD.
 Reconciliation of GAAP Measures to Non-GAAP Measures
 U.S. dollars in thousands (except per share data)
(Unaudited)

 Reconciliation of Net cash provided by operating activities to Free cash flow:

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Net cash provided by operating activities
 
$
24,984
   
$
5,821
 
 Less:
               
 Purchase of property and equipment
   
(2,013
)
   
(1,775
)
                 
 Free cash flow
 
$
22,971
   
$
4,046
 
                 
 GAAP net cash provided by (used in) investing activities
   
(33,546
)
   
5,284
 
 GAAP net cash provided by financing activities
   
480
     
5,217
 

 Reconciliation of Gross Profit to Non-GAAP Gross Profit:
               

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Gross profit
 
$
99,528
   
$
125,733
 
 Plus:
               
 Share-based compensation (1)
   
3,190
     
3,953
 
 Amortization of share-based compensation capitalized in software development costs (3)
   
88
     
103
 
 Amortization of intangible assets (2)
   
1,278
     
1,704
 
                 
 Non-GAAP gross profit
 
$
104,084
   
$
131,493
 

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses:
         

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Operating expenses
 
$
140,612
   
$
171,859
 
 Less:
               
 Share-based compensation (1)
   
24,088
     
27,643
 
 Amortization of intangible assets (2)
   
152
     
137
 
 Acquisition related expenses
   
478
     
-
 
                 
 Non-GAAP operating expenses
 
$
115,894
   
$
144,079
 

Reconciliation of Operating Loss to Non-GAAP Operating Loss:
         

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Operating loss
 
$
(41,084
)
 
$
(46,126
)
 Plus:
               
 Share-based compensation (1)
   
27,278
     
31,596
 
 Amortization of share-based compensation capitalized in software development costs (3)
   
88
     
103
 
 Amortization of intangible assets (2)
   
1,430
     
1,841
 
 Acquisition related expenses
   
478
     
-
 
                 
 Non-GAAP operating loss
 
$
(11,810
)
 
$
(12,586
)


 Reconciliation of Net Loss to Non-GAAP Net Loss:
               

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Net loss
 
$
(37,811
)
 
$
(35,028
)
 Plus:
               
 Share-based compensation (1)
   
27,278
     
31,596
 
 Amortization of share-based compensation capitalized in software development costs (3)
   
88
     
103
 
 Amortization of intangible assets (2)
   
1,430
     
1,841
 
 Acquisition related expenses
   
478
     
-
 
 Amortization of debt discount and issuance costs
   
744
     
748
 
 Taxes on income related to non-GAAP adjustments
   
(4,111
)
   
(6,206
)
                 
 Non-GAAP net loss
 
$
(11,904
)
 
$
(6,946
)
                 
 Non-GAAP net loss per share
               
 Basic
 
$
(0.30
)
 
$
(0.17
)
 Diluted
 
$
(0.30
)
 
$
(0.17
)
                 
 Weighted average number of shares
               
 Basic
   
40,169,333
     
41,168,043
 
 Diluted
   
40,169,333
     
41,168,043
 

 (1) Share-based Compensation:
       

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Cost of revenues - Subscription
 
$
376
   
$
832
 
 Cost of revenues - Perpetual license
   
30
     
7
 
 Cost of revenues - Maintenance and Professional services
   
2,784
     
3,114
 
 Research and development
   
6,050
     
6,738
 
 Sales and marketing
   
11,400
     
14,595
 
 General and administrative
   
6,638
     
6,310
 
                 
 Total share-based compensation
 
$
27,278
   
$
31,596
 

 (2) Amortization of intangible assets:
       

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
             
 Cost of revenues - Subscription
 
$
1,208
   
$
1,704
 
 Cost of revenues - Perpetual license
   
70
     
-
 
 Sales and marketing
   
152
     
137
 
                 
 Total amortization of intangible assets
 
$
1,430
   
$
1,841
 

(3) Classified as Cost of revenues - Subscription.