CYBR CyberArk Software Ltd

SECURITIES AND EXCHANGE COMMISSION

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REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of February 2025

 

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CyberArk Software Ltd.

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, POB 3143

Petach-Tikva, 4951041 Israel

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

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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.

 

 

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EXHIBIT INDEX

 

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CyberArk Announces Record Fourth Quarter and Full Year 2024 Results

Total ARR Reaches $1.169 billion; Surpasses $1 billion ARR Organically

Subscription Portion of Annual Recurring Revenue (ARR) Reaches $977 million

Record Total Revenue of $1.001 billion for the Full Year 2024

Non-GAAP Operating Income of $151 million, or 15% operating margin, for the Full Year 2024

Record Free Cash Flow of $221 million, or a 22% FCF margin, for the Full Year 2024

Returns to Rule of 40 for the Full Year 2024; A Year Ahead of Target

Newton, Mass. and Petach Tikva, Israel – February 13, 2025 – CyberArk (NASDAQ: CYBR), the global leader in identity security, today announced strong financial results for the fourth quarter and full year ended December 31, 2024.

“2024 was a milestone year for CyberArk. Our record performance in the fourth quarter and the year reflects the strength of demand for our identity security solutions and the consistent execution of our strategy,” said Matt Cohen, CyberArk’s Chief Executive Officer. “Total ARR reached $1.169 billion, driven by organic ARR crossing $1 billion and the outperformance from Venafi. With our strong revenue growth and free cash flow margin, we returned to Rule of 40 on a full year basis – beating our long-term guidance framework by a full year. With our leading identity security platform, innovation engine, and persona-based solutions uniquely differentiated with best-in-class security controls, we are well positioned to go after our massive market opportunity. We enter 2025 in a position of strength and we are set up to deliver durable growth.”

Financial Summary for the Fourth Quarter Ended December 31, 2024

The financial results for the fourth quarter of 2024 include the financial contributions from the acquisition of Venafi, which closed on October 1, 2024.

Financial Summary for the Full Year Ended December 31, 2024

The financial results for the full year 2024 include financial contribution in the fourth quarter from the acquisition of Venafi, which closed on October 1, 2024.

     

Balance Sheet and Net Cash Provided by Operating Activities

 

Recent Developments

Zilla Security Acquisition

In a separate announcement, CyberArk announced it has completed the acquisition of Zilla Security, a leader in modern Identity Governance and Administration (IGA), for an enterprise value of $165 million in cash and a $10 million earn-out tied to the achievement of certain milestones.

Zilla’s innovative, AI-powered IGA capabilities will expand CyberArk’s industry-leading Identity Security Platform with scalable automation that enables accelerated identity compliance and provisioning across digital environments, while maximizing security and operational efficiency. This acquisition further advances CyberArk’s strategy to deliver the industry’s most powerful, comprehensive identity security platform to secure every identity – human and machine – with the right level of privilege controls.

Business Outlook

Based on information available as of February 13, 2025, CyberArk is issuing guidance for the first quarter and full year 2025 as indicated below. Venafi contributed to CyberArk’s results in the fourth quarter of 2024 and did not contribute to the first, second and third quarter periods. The guidance for the first quarter and full year 2025 includes the expected contribution from the acquisition of Zilla Security, which closed on February 12, 2025.

First Quarter 2025:

Full Year 2025:

 

Tax Payment Related to Transfer of Venafi IP

CyberArk’s forward-looking guidance for adjusted free cash flow for the full year 2025 excludes the estimated impact of an approximately $70 million one-time tax payment related to the capital gain associated with the intercompany migration of intellectual property related to the Venafi acquisition. We expect this to occur in the first half of 2025.

 

Conference Call Information

In conjunction with this announcement, CyberArk will host a conference call on Thursday, February 13, 2025 at 8:30 a.m. Eastern Time (ET) to discuss the Company’s fourth quarter and full year 2024 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.

About CyberArk                                                                                                       

CyberArk (NASDAQ: CYBR) is the global leader in identity security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArk’s AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycle. With CyberArk, organizations can reduce operational and security risks by enabling zero trust and least privilege with complete visibility, empowering all users and identities, including workforce, IT, developers and machines, to securely access any resource, located anywhere, from everywhere. Learn more at cyberark.com.

Copyright © 2025 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

 

Annual Recurring Revenue (ARR)

 

Subscription Portion of Annual Recurring Revenue

 

Maintenance Portion of Annual Recurring Revenue

 

Net New ARR

 

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, non-GAAP net income, free cash flow and adjusted 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.

 

 

 

 

 

 

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, impairment of capitalized software development costs, gain from investment in privately held companies, the tax effect of the non-GAAP adjustments, the establishment of valuation allowance on deferred tax assets and the tax impact of intra-entity transactions, purchase of property and equipment and other assets, and one-time tax payment on the capital gain from the intercompany migration of intellectual property 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, impairment of capitalized software development costs, change in fair value of derivative assets, gain from investment in privately held companies, 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 and adjusted free cash flow are liquidity measures that, after the purchase of property and equipment and other assets, and one-time tax payment on the capital gain from the intercompany migration of intellectual property provide 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, the tax effect of the non-GAAP adjustments and other tax adjustments, the establishment of valuation allowance on deferred tax assets and the tax impact of intra-entity transactions, purchase of property and equipment and other assets, and one-time tax payment on the capital gain from the intercompany migration of intellectual property. 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 or liquidity measures. 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, but are not limited to: risks related to the Company’s acquisitions of Venafi Holdings, Inc. (“Venafi”) and Zilla Security Inc. (“Zilla”), including potential impacts on operating results; challenges in retaining and hiring key personnel and maintaining business; risks related to the successful integration of Venafi’s or Zilla’s operations and the ability to realize anticipated benefits of the combined operations; disruption of the current plans and operations of the Company and/or Zilla as a result of the announcement of the transaction, including risks of cyberattacks; 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 its 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”; 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 wars and other hostilities in the Middle East; 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.

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Investor Relations Contact:
Srinivas Anantha, CFA

CyberArk

617-558-2132

CYBERARK SOFTWARE LTD.

Consolidated Statements of Operations

U.S. dollars in thousands (except per share data)

(Unaudited)

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2023				2024				2023				2024
Revenues:
Subscription		$	150,257			$	243,045			$	472,023			$	733,275
Perpetual license			8,009				4,965				21,037				14,449
Maintenance and professional services			64,838				66,374				258,828				253,018
Total revenues			223,104				314,384				751,888				1,000,742
Cost of revenues:
Subscription			19,764				47,720				74,623				115,852
Perpetual license			700				346				1,873				1,594
Maintenance and professional services			19,189				25,700				79,635				90,931
Total cost of revenues			39,653				73,766				156,131				208,377
Gross profit			183,451				240,618				595,757				792,365
Operating expenses:
Research and development			53,792				73,282				211,445				243,058
Sales and marketing			106,607				146,984				405,983				480,977
General and administrative			27,763				51,712				94,801				141,134
Total operating expenses			188,162				271,978				712,229				865,169
Operating loss			(4,711	)			(31,360	)			(116,472	)			(72,804	)
Financial income, net			19,302				5,997				53,214				56,838
Income (loss) before taxes on income			14,591				(25,363	)			(63,258	)			(15,966	)
Taxes on income			(5,680	)			(71,755	)			(3,246	)			(77,495	)
Net income (loss)		$	8,911			$	(97,118	)		$	(66,504	)		$	(93,461	)
Basic income (loss) per ordinary share		$	0.21			$	(2.02	)		$	(1.60	)		$	(2.12	)
Diluted income (loss) per ordinary share		$	0.20			$	(2.02	)		$	(1.60	)		$	(2.12	)
Shares used in computing net income (loss)
per ordinary shares, basic			42,069,678				48,116,242				41,658,424				44,182,071
Shares used in computing net income (loss)
per ordinary shares, diluted			47,107,294				48,116,242				41,658,424				44,182,071

CYBERARK SOFTWARE LTD.

Consolidated Balance Sheets

U.S. dollars in thousands

(Unaudited)