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6-K 1 zk2432305.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 November 2024
 
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 ☐
 


EXPLANATORY NOTE

On November 13, 2024, CyberArk Software Ltd. (the “Company”), issued a press release entitled “CyberArk Announces Strong Third Quarter 2024 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, 333-270223, 333-277932 and 333-280349).

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: November 13, 2024
By:
/s/ Joshua Siegel
 
 
 
Name: Joshua Siegel
 
 
 
Title:   Chief Financial Officer

3


EXHIBIT INDEX

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

Exhibit 99.1


CyberArk Announces Strong Third Quarter 2024 Results
Results Exceeded all Guided Metrics
Subscription Portion of Annual Recurring Revenue (ARR) Grew 46% Year-Over-Year to $735 million
Total ARR Grew 31% Year-Over-Year to $926 million
Subscription Revenue Grew 43% Year-Over-Year to $175.6 million
Total Revenue Grew 26% Year-Over-Year Reaching a Record of $240.1 million
Net Cash Provided by Operating Activities for the Nine Months Ended September 30, 2024 of $167.2 million
Company Raises Full Year Guidance Across all Metrics

Newton, Mass. and Petach Tikva, Israel – November 13, 2024 – CyberArk (NASDAQ: CYBR), the global leader in identity security, today announced strong financial results for the third quarter ended September 30, 2024.

“CyberArk reported strong results and outperformed guidance across all metrics. Our best-in-class execution and industry leadership in identity security is helping us deliver strong net new ARR, record revenue and increased profitability and cash flow,” said Matt Cohen, CyberArk’s Chief Executive Officer. “The security first approach is at the core of CyberArk’s DNA and differentiating us from competitors. We continue to deliver on our vision of securing every identity – human and machine – with the right level of privilege controls. Demand for our solutions remains strong as customers continue to embrace our industry leading solutions across workforce, IT, developer and machine identities.  Given the tremendous market opportunity, the mission critical nature of securing all identities, and durable demand drivers, we are confidently raising our guidance for the full year 2024 across all metrics.

“We are thrilled to have closed the acquisition of Venafi on October 1, extending our platform leadership and setting a new standard for end-to-end machine identity security. Feedback from both customers and partners has further validated our excitement. Machine identities are the fastest growing and most complex identities today, and Venafi’s cloud native, modern machine identity management solution is the leader in a market that is ready for an inflection,” concluded Cohen.

Financial Summary for the Third Quarter Ended September 30, 2024

The financial results for the third quarter of 2024 did not include any financial contribution from the acquisition of Venafi, which closed on October 1, 2024.


Subscription revenue was $175.6 million in the third quarter of 2024, an increase of 43 percent from $122.9 million in the third quarter of 2023.

Maintenance and professional services revenue was $61.6 million in the third quarter of 2024, compared to $64.3 million in the third quarter of 2023.

Perpetual license revenue was $2.9 million in the third quarter of 2024, compared to $4.1 million in the third quarter of 2023.

Total revenue was $240.1 million in the third quarter of 2024, up 26 percent from $191.2 million in the third quarter of 2023.

GAAP operating loss was $(11.1) million compared to GAAP operating loss of $(25.7) million in the same period last year. Non-GAAP operating income was $35.4 million compared to non-GAAP operating income of $16.9 million, in the same period last year.

GAAP net income was $11.1 million, or $0.24 per diluted share, compared to GAAP net loss of $(14.6) million, or $(0.35) per basic and diluted share, in the same period last year. Non-GAAP net income was $45.1 million, or $0.94 per diluted share, compared to non-GAAP net income of $19.6 million, or $0.42 per diluted share, in the same period last year.


     
Balance Sheet and Net Cash Provided by Operating Activities


As of September 30, 2024, cash, cash equivalents, short-term deposits, and marketable securities were $1.5 billion.

During the nine months ended September 30, 2024, net cash provided by operating activities was $167.2 million, compared to $9.3 million in the nine months ended September 30, 2023.
 
Key Business Highlights


Annual Recurring Revenue (ARR) was $926 million, an increase of 31 percent from $705 million at September 30, 2023.

o
The Subscription portion of ARR was $735 million, or 79 percent of total ARR at September 30, 2024. This represents an increase of 46 percent from $504 million, or 72 percent of total ARR, at September 30, 2023.

o
The Maintenance portion of ARR was $191 million at September 30, 2024, compared to $200 million at September 30, 2023.

Recurring revenue in the third quarter was $224.2 million, an increase of 29 percent from $174.4 million for the third quarter of 2023.

CyberArk Announces Chief Financial Officer Transition

CyberArk today announced that Josh Siegel, CyberArk’s Chief Financial Officer, is stepping down from his role as Chief Financial Officer effective January 1, 2025. As part of a planned succession, Erica Smith, CyberArk's Deputy Chief Financial Officer, will become Chief Financial Officer and join the executive team at that time. The details of the announcement can be accessed here.

Recent Developments


CyberArk Closed the Acquisition of Machine Identity Management Leader Venafi, setting a new paradigm for end-to-end machine identity security.

CyberArk Celebrated the 10 Year Anniversary of its Initial Public Offering (IPO) by ringing the Opening Bell at the NASDAQ Stock Exchange.

CyberArk announced a strategic partnership with leading cloud security provider Wiz, working together to enable organizations to build faster and safer in the cloud.

CyberArk Named a Leader in the 2024 Gartner® Magic Quadrant™ for Privileged Access Management. CyberArk is positioned as a Leader for the sixth consecutive time and is positioned furthest in Completeness of Vision. (1)

CyberArk Named a Overall Leader in the 2024 Leadership Compass on Privileged Access Management(2) by KuppingerCole Analysts AG. The report examined three separate leadership categories: Product, Innovation and Market Leadership. CyberArk is placed in the top quadrant and scores highest in all of them.

CyberArk Named Trusted Cloud Provider by Cloud Security Alliance.

(1)Gartner® Magic Quadrant™ for Privileged Access Management, by Abhyuday Data, Michael Kelley, Nayara Sangiorgio, Felix Gaehtgens, Paul Mezzera, 9 September 2024
(2)KuppingerCole Analysts AG “Leadership Compass: Privileged Access Management,” October 7, 2024 by Paul Fisher.



Business Outlook

Based on information available as of November 13, 2024, CyberArk is issuing guidance for the fourth quarter and full year 2024 as indicated below.

The guidance for the fourth quarter and full year 2024 includes the expected contribution from the acquisition of Venafi, which closed on October 1, 2024.

Fourth Quarter 2024:


Total revenue is expected to be in the range of $297.0 million and $303.0 million, representing growth of 33 percent to 36 percent compared to the fourth quarter of 2023.

Non-GAAP operating income is expected to be in the range of $43.5 million to $48.5 million.

Non-GAAP net income per share is expected to be in the range of $0.65 to $0.75 per diluted share.

o
Assumes 51.2 million weighted average diluted shares.

Full Year 2024:


Total revenue is expected to be in the range of $983.0 million to $989.0 million, representing growth of 31 percent to 32 percent compared to the full year 2023.

Non-GAAP operating income is expected to be in the range of $135.0 million to $140.0 million.

Non-GAAP net income per share is expected to be in the range of $2.85 to $2.96 per diluted share.

o
Assumes 49.0 million weighted average diluted shares.

ARR as of December 31, 2024 is expected to be in the range of $1.153 billion to $1.163 billion, representing growth of 49 percent to 50 percent from December 31, 2023.

Non-GAAP free cash flow is expected to be in the range of $203.0 million to $213.0 million for the full year 2024.
 
Conference Call Information
 
In conjunction with this announcement, CyberArk will host a conference call on Wednesday, November 13, 2024 at 8:30 a.m. Eastern Time (ET) to discuss the Company’s third 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 (609) 800-9909 (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.

Gartner Disclaimers

GARTNER is a registered trademarks and service mark, and MAGIC QUADRANT is a registered trademark of Gartner, Inc. ("Gartner"), and/or its affiliates in the U.S. and internationally and are used herein with permission. All rights reserved.
Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.
The Gartner content described herein (the “Gartner Content”) represents research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. and is not a representation of fact. Gartner Content speaks as of its original publication date (and not as of the date of this press release), and the opinions expressed in the Gartner Content are subject to change without notice.



About CyberArk                                                                                                       

CyberArk (NASDAQ: CYBR) is the global leader in identity security. Centered on Intelligent Privilege Controls™, CyberArk provides the most comprehensive security offering for any identity – human or machine – across business applications, distributed workforces, hybrid cloud environments 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 cyberark.com, read the CyberArk blogs or follow on LinkedIn, X, Facebook or YouTube.
 
Copyright © 2024 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

Recurring Revenue
 

Recurring Revenue is defined as revenue derived from SaaS and self-hosted subscription contracts, and maintenance contracts related to perpetual licenses during the reported period.
 
Annual Recurring Revenue (ARR)


ARR is defined as the annualized value of active SaaS, self-hosted subscriptions and their associated maintenance and support services, and maintenance contracts related to the 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 self-hosted subscription 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 self-hosted subscription contracts in effect at the end of the reported period.
 
Net New ARR


Net new ARR refers to the difference between ARR as of September 30, 2024 and ARR as of June 30, 2024.
 
Annual Recurring Revenue (ARR), Subscription portion of ARR and Maintenance portion of ARR are performance indicators that provide more visibility into the growth of our recurring business in the upcoming year. This visibility allows us to make informed decisions about our capital allocation and level of investment. Each of these measures should be viewed independently of revenues and total deferred revenue as each is an operating measure and is not intended to be combined with or to replace either of those measures. ARR, Subscription portion of ARR and Maintenance portion of ARR are not forecasts of future revenues and can be impacted by contract start and end dates and renewal rates.
 


Non-GAAP Financial Measures

CyberArk believes that the use of non-GAAP gross profit, non-GAAP operating expense, non-GAAP operating income (loss), non-GAAP net income 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 income (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, amortization of intangible assets related to acquisitions, and impairment of capitalized software development costs.
 

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 income (loss) is calculated as GAAP operating loss excluding share-based compensation expense, acquisition related expenses, amortization of intangible assets related to acquisitions, and impairment of capitalized software development costs.
 

Non-GAAP net income 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, change in fair value of derivative assets, gain from investment in privately held companies, impairment of capitalized software development 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, change in fair value of derivative assets, and 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, change in fair value of derivative assets, 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, non-cash change in fair value of derivative assets, the tax effect of the non-GAAP adjustments, and purchase of property and equipment. 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, as well as changes in interest rates and foreign exchange rates, which impact other GAAP performance metrics. 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, but not limited to: risks related to the Company’s acquisition of Venafi Holdings, Inc. (“Venafi”), including impacts of the acquisition on the Company’s or Venafi’s operating results and business generally; the ability of the Company or Venafi to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or Venafi do business; risks that Venafi’s business will not be integrated successfully into the Company’s operations; risks relating to the Company’s ability to realize anticipated benefits of the combined operations after the Venafi acquisition; changes to the drivers of the Company’s growth and the Company’s ability to adapt its solutions to the information security market changes and demands, including artificial intelligence (“AI”); the Company’s ability to acquire new customers and maintain and expand the Company’s revenues from existing customers; intense competition within the information security market; real or perceived security vulnerabilities, gaps, or cybersecurity breaches of the Company, or the Company’s customers’ or partners’ systems, solutions or services; risks related to the Company’s compliance with privacy, data protection and AI laws and regulations; the Company’s ability to successfully operate its business as a subscription company and fluctuation in the quarterly results of operations; the Company’s reliance on third-party cloud providers for its operations and software-as-a-service (“SaaS”) solutions; the Company’s ability to hire, train, retain and motivate qualified personnel; the Company’s ability to effectively execute its sales and marketing strategies; the Company’s ability to find, complete, fully integrate or achieve the expected benefits of additional strategic acquisitions; the Company’s ability to maintain successful relationships with channel partners, or if the Company’s channel partners fail to perform; risks related to sales made to government entities; prolonged economic uncertainties or downturns; the Company’s history of incurring net losses, the Company’s ability to generate sufficient revenue to achieve and sustain profitability and the Company’s ability to generate cash flow from operating activities; regulatory and geopolitical risks associated with the Company’s global sales and operations; risks related to intellectual property claims; 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; the Company’s ability to protect its proprietary technology and intellectual property rights; risks related to using third-party software, such as open-source software; risks related to stock price volatility or activist shareholders; any failure to retain the Company’s “foreign private issuer” status or the risk that the Company may be classified, for U.S. federal income tax purposes, as a “passive foreign investment company”; risks related to the Company’s Convertible Senior Notes due 2024 (the “Convertible Notes”), including the potential dilution to existing shareholders and the Company’s ability to raise the funds necessary to repurchase the Convertible Notes; changes in tax laws; the Company’s expectation to not pay dividends on the Company’s ordinary shares for the foreseeable future; risks related to the Company’s incorporation and location in Israel, including the ongoing war between Israel and Hamas and conflict in the region; 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, except as required by applicable law.
 
###

Investor Relations Contact:
Srinivas Anantha, CFA
CyberArk
617-558-2132
ir@cyberark.com

Media Contact:
Nick Bowman
CyberArk
+44 (0) 7841 673378
press@cyberark.com



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

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
Revenues:
                       
 Subscription
 
$
122,879
   
$
175,577
   
$
321,766
   
$
490,230
 
 Perpetual license
   
4,056
     
2,896
     
13,028
     
9,484
 
 Maintenance and professional services
   
64,301
     
61,629
     
193,990
     
186,644
 
 
                               
       Total revenues
   
191,236
     
240,102
     
528,784
     
686,358
 
 
                               
Cost of revenues:
                               
Subscription
   
21,281
     
24,569
     
54,859
     
68,132
 
Perpetual license
   
642
     
466
     
1,173
     
1,248
 
Maintenance and professional services
   
19,816
     
22,150
     
60,446
     
65,231
 
 
                               
        Total cost of revenues
   
41,739
     
47,185
     
116,478
     
134,611
 
 
                               
 Gross profit
   
149,497
     
192,917
     
412,306
     
551,747
 
 
                               
Operating expenses:
                               
Research and development
   
51,733
     
59,306
     
157,653
     
169,776
 
Sales and marketing
   
98,859
     
113,690
     
299,376
     
333,993
 
General and administrative
   
24,642
     
31,011
     
67,038
     
89,422
 
 
                               
        Total operating expenses
   
175,234
     
204,007
     
524,067
     
593,191
 
 
                               
 Operating loss
   
(25,737
)
   
(11,090
)
   
(111,761
)
   
(41,444
)
 
                               
 Financial income, net
   
12,424
     
23,442
     
33,912
     
50,841
 
 
                               
 Income (loss) before taxes on income
   
(13,313
)
   
12,352
     
(77,849
)
   
9,397
 
 
                               
 Tax benefit (taxes on income)
   
(1,296
)
   
(1,242
)
   
2,434
     
(5,740
)
 
                               
 Net income (loss)
 
$
(14,609
)
 
$
11,110
   
$
(75,415
)
 
$
3,657
 
 
                               
 Basic income (loss) per ordinary share
 
$
(0.35
)
 
$
0.26
   
$
(1.82
)
 
$
0.09
 
 Diluted income (loss) per ordinary share
 
$
(0.35
)
 
$
0.24
   
$
(1.82
)
 
$
0.12
 
 
                               
 Shares used in computing net income (loss)
                               
 per ordinary shares, basic
   
41,899,371
     
43,310,397
     
41,539,052
     
42,879,017
 
 Shares used in computing net income (loss)
                               
 per ordinary shares, diluted
   
41,899,371
     
48,260,869
     
41,539,052
     
47,926,888
 



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

   
December 31,
   
September 30,
 
   
2023
   
2024
 
             
 ASSETS
           
             
 CURRENT ASSETS:
           
 Cash and cash equivalents
 
$
355,933
   
$
1,238,472
 
 Short-term bank deposits
   
354,472
     
199,128
 
 Marketable securities
   
283,016
     
37,707
 
 Trade receivables
   
186,472
     
166,157
 
 Prepaid expenses and other current assets
   
31,550
     
300,766
 
                 
 Total current assets
   
1,211,443
     
1,942,230
 
                 
 LONG-TERM ASSETS:
               
 Marketable securities
   
324,548
     
19,311
 
 Property and equipment, net
   
16,494
     
17,470
 
 Intangible assets, net
   
20,202
     
14,974
 
 Goodwill
   
153,241
     
153,241
 
 Other long-term assets
   
214,816
     
232,207
 
 Deferred tax asset
   
81,464
     
82,382
 
                 
 Total long-term assets
   
810,765
     
519,585
 
                 
 TOTAL ASSETS
 
$
2,022,208
   
$
2,461,815
 
                 
 LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
 CURRENT LIABILITIES:
               
 Trade payables
 
$
10,971
   
$
5,346
 
 Employees and payroll accruals
   
95,538
     
86,779
 
 Accrued expenses and other current liabilities
   
36,562
     
47,524
 
 Convertible senior notes, net
   
572,340
     
535,378
 
 Deferred revenues
   
409,219
     
447,757
 
                 
 Total current liabilities
   
1,124,630
     
1,122,784
 
                 
 LONG-TERM LIABILITIES:
               
 Deferred revenues
   
71,413
     
78,052
 
 Other long-term liabilities
   
33,839
     
30,452
 
                 
 Total long-term liabilities
   
105,252
     
108,504
 
                 
 TOTAL LIABILITIES
   
1,229,882
     
1,231,288
 
                 
 SHAREHOLDERS' EQUITY:
               
 Ordinary shares of NIS 0.01 par value
   
111
     
114
 
 Additional paid-in capital
   
827,260
     
1,259,840
 
 Accumulated other comprehensive income (loss)
   
(1,849
)
   
112
 
 Accumulated deficit
   
(33,196
)
   
(29,539
)
                 
 Total shareholders' equity
   
792,326
     
1,230,527
 
                 
 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
2,022,208
   
$
2,461,815
 



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

 
 
Nine Months Ended
 
 
 
September 30,
 
 
 
2023
   
2024
 
 
           
 Cash flows from operating activities:
           
 Net income (loss)
 
$
(75,415
)
 
$
3,657
 
 Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
 Depreciation and amortization
   
15,097
     
11,983
 
 Amortization of premium and accretion of discount on marketable securities, net and other
   
(2,724
)
   
(3,591
)
 Share-based compensation
   
102,566
     
121,421
 
 Deferred income taxes, net
   
(10,763
)
   
2,764
 
 Decrease in trade receivables
   
1,834
     
20,315
 
 Amortization of debt discount and issuance costs
   
2,245
     
2,257
 
 Change in fair value of derivative assets
   
-
     
(2,591
)
 Increase in prepaid expenses, other current and long-term assets and others
   
(22,565
)
   
(31,778
)
 Changes in operating lease right-of-use assets
   
5,495
     
5,947
 
 Decrease in trade payables
   
(980
)
   
(6,078
)
 Increase in short-term and long-term deferred revenues
   
14,613
     
45,177
 
 Decrease in employees and payroll accruals
   
(13,579
)
   
(6,195
)
 Increase in accrued expenses and other current and long-term liabilities
   
669
     
10,216
 
 Changes in operating lease liabilities
   
(7,187
)
   
(6,353
)
 
               
 Net cash provided by operating activities
   
9,306
     
167,151
 
 
               
 Cash flows from investing activities:
               
 Investment in short and long term deposits
   
(204,461
)
   
(221,898
)
 Proceeds from short and long term deposits
   
243,630
     
374,707
 
 Investment in marketable securities and other
   
(322,049
)
   
(129,481
)
 Proceeds from sales and maturities of marketable securities and other
   
285,445
     
688,060
 
 Purchase of property and equipment
   
(4,253
)
   
(7,090
)
 
               
 Net cash provided by (used in) investing activities
   
(1,688
)
   
704,298
 
 
               
 Cash flows from financing activities:
               
 Proceeds from (payment of) withholding tax related to employee stock plans
   
3,210
     
(7,661
)
 Proceeds from exercise of stock options
   
4,209
     
5,245
 
 Proceeds in connection with employees stock purchase plan
   
11,776
     
14,867
 
 
               
 Net cash provided by financing activities
   
19,195
     
12,451
 
 
               
 Increase in cash and cash equivalents
   
26,813
     
883,900
 
 
               
 Effect of exchange rate differences on cash and cash equivalents
   
(1,955
)
   
(1,361
)
 
               
 Cash and cash equivalents at the beginning of the period
   
347,338
     
355,933
 
 
               
 Cash and cash equivalents at the end of the period
 
$
372,196
   
$
1,238,472
 



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
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Net cash provided by operating activities
 
$
14,353
   
$
54,173
   
$
9,306
   
$
167,151
 
 Less:
                               
 Purchase of property and equipment
   
(731
)
   
(2,605
)
   
(4,253
)
   
(7,090
)
 
                               
 Free cash flow
 
$
13,622
   
$
51,568
   
$
5,053
   
$
160,061
 
 
                               
 GAAP net cash provided by (used in) investing activities
   
(42,788
)
   
534,926
     
(1,688
)
   
704,298
 
 GAAP net cash provided by financing activities
   
5,510
     
6,196
     
19,195
     
12,451
 

Reconciliation of Gross Profit to Non-GAAP Gross Profit:

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Gross profit
 
$
149,497
   
$
192,917
   
$
412,306
   
$
551,747
 
 Plus:
                               
 Share-based compensation (1)
   
4,780
     
5,624
     
13,112
     
15,857
 
 Amortization of share-based compensation capitalized in software development costs (3)
   
103
     
81
     
309
     
234
 
 Amortization of intangible assets (2)
   
1,704
     
1,704
     
5,113
     
5,113
 
 Impairment of capitalized software development costs
   
2,067
     
-
     
2,067
     
-
 
 
                               
 Non-GAAP gross profit
 
$
158,151
   
$
200,326
   
$
432,907
   
$
572,951
 

 Reconciliation of Operating Expenses to Non-GAAP Operating Expenses:

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Operating expenses
 
$
175,234
   
$
204,007
   
$
524,067
   
$
593,191
 
 Less:
                               
 Share-based compensation (1)
   
33,821
     
37,767
     
89,454
     
105,564
 
 Amortization of intangible assets (2)
   
139
     
126
     
410
     
376
 
 Acquisition related expenses
   
-
     
1,144
     
-
     
6,425
 
 
                               
 Non-GAAP operating expenses
 
$
141,274
   
$
164,970
   
$
434,203
   
$
480,826
 

 Reconciliation of Operating Loss to Non-GAAP Operating Income (Loss):

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Operating loss
 
$
(25,737
)
 
$
(11,090
)
 
$
(111,761
)
   
(41,444
)
 Plus:
                               
 Share-based compensation (1)
   
38,601
     
43,391
     
102,566
     
121,421
 
 Amortization of share-based compensation capitalized in software development costs (3)
   
103
     
81
     
309
     
234
 
 Amortization of intangible assets (2)
   
1,843
     
1,830
     
5,523
     
5,489
 
 Acquisition related expenses
   
-
     
1,144
     
-
     
6,425
 
 Impairment of capitalized software development costs
   
2,067
     
-
     
2,067
     
-
 
 
                               
 Non-GAAP operating income (loss)
 
$
16,877
   
$
35,356
   
$
(1,296
)
 
$
92,125
 



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

 Reconciliation of Net Income (Loss) to Non-GAAP Net Income:

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Net income (loss)
 
$
(14,609
)
 
$
11,110
   
$
(75,415
)
 
$
3,657
 
 Plus:
                               
 Share-based compensation (1)
   
38,601
     
43,391
     
102,566
     
121,421
 
 Amortization of share-based compensation capitalized in software development costs (3)
   
103
     
81
     
309
     
234
 
 Amortization of intangible assets (2)
   
1,843
     
1,830
     
5,523
     
5,489
 
 Acquisition related expenses
   
-
     
1,144
     
-
     
6,425
 
 Amortization of debt discount and issuance costs
   
748
     
753
     
2,244
     
2,257
 
 Change in fair value of derivative assets
   
-
     
(2,591
)
   
-
     
(2,591
)
 Gain from investment in privately held companies
   
(250
)
   
-
     
(544
)
   
-
 
 Impairment of capitalized software development costs
   
2,067
     
-
     
2,067
     
-
 
 Taxes on income related to non-GAAP adjustments
   
(8,894
)
   
(10,578
)
   
(22,808
)
   
(29,787
)
 
                               
 Non-GAAP net income
 
$
19,609
   
$
45,140
   
$
13,942
   
$
107,105
 
 
                               
 Non-GAAP net income per share
                               
 Basic
 
$
0.47
   
$
1.04
   
$
0.34
   
$
2.50
 
 Diluted
 
$
0.42
   
$
0.94
   
$
0.30
   
$
2.23
 
 
                               
 Weighted average number of shares
                               
 Basic
   
41,899,371
     
43,310,397
     
41,539,052
     
42,879,017
 
 Diluted
   
46,641,527
     
48,260,869
     
46,134,041
     
47,926,888
 

(1) Share-based Compensation :

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Cost of revenues - Subscription
 
$
1,149
   
$
1,702
   
$
2,959
   
$
4,731
 
 Cost of revenues - Perpetual license
   
11
     
5
     
30
     
17
 
 Cost of revenues - Maintenance and Professional services
   
3,620
     
3,917
     
10,123
     
11,109
 
 Research and development
   
7,867
     
8,541
     
21,797
     
24,258
 
 Sales and marketing
   
15,800
     
17,486
     
43,990
     
49,277
 
 General and administrative
   
10,154
     
11,740
     
23,667
     
32,029
 
 
                               
 Total share-based compensation
 
$
38,601
   
$
43,391
   
$
102,566
   
$
121,421
 

 (2) Amortization of intangible assets :

 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2023
   
2024
   
2023
   
2024
 
 
                       
 Cost of revenues - Subscription
 
$
1,704
   
$
1,704
   
$
5,113
   
$
5,113
 
 Sales and marketing
   
139
     
126
     
410
     
376
 
 
                               
 Total amortization of intangible assets
 
$
1,843
   
$
1,830
   
$
5,523
   
$
5,489
 

(3) Classified as Cost of revenues - Subscription.