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 2019
 
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 14, 2019, CyberArk Software Ltd. (the “Company”), issued a press release entitledCyberArk Announces Strong First Quarter 2019 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 and 333-230269).

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 15, 2019
 
 
 
By:
 
/s/ Joshua Siegel
 
 
 
 
 
 
 
Name: Joshua Siegel
 
 
 
 
 
 
 
Title:   Chief Financial Officer
 
 
3
 
EXHIBIT INDEX

Exhibit
  
Description
   
 
 
4
 

Exhibit 99.1

CyberArk Announces Strong First Quarter 2019 Results
Total revenue of $95.9 million increases 34% year-over-year
License revenue of $51.3 million increases 33% year-over-year
GAAP operating income of $13.6 million and non-GAAP operating income of $25.5 million
Record net cash provided by operating activities of $45.9 million increases 39% year-over-year

Newton, Mass. and Petach Tikva, Israel – May 14, 2019 – CyberArk, (NASDAQ: CYBR), the global leader in privileged access securitytoday announced strong financial results for the first quarter ended March 31, 2019.

“We were pleased to deliver results ahead of all guided metrics as well as record cash flow from operations,” said Udi Mokady, CyberArk Chairman and CEO.  “Our results demonstrate that Privileged Access Security is the foundation of comprehensive cybersecurity programs. As the leader in the market, organizations of all sizes and industries are turning to CyberArk as a trusted advisor to secure digital transformation and cloud migration strategies.  As we look at the remainder of 2019 and beyond, we are committed to delivering sustainable growth, strong profitability and continual innovation to secure privileged access across on-premises, hybrid and cloud environments.”      

Financial Highlights for the First Quarter Ended March 31, 2019

Revenue:

·
Total revenue was $95.9 million, up 34% compared with the first quarter of 2018.
·
License revenue was $51.3 million, up 33% compared with the first quarter of 2018.
·
Maintenance and professional services revenue was $44.7 million, up 34% compared with the first quarter of 2018.
 
Operating Income:
 
·
GAAP operating income was $13.6 million, compared to $4.0 million in the first quarter of 2018.  Non-GAAP operating income was $25.5 million, compared to $12.6 million in the first quarter of 2018.
 
Net Income:
 
·
GAAP net income was $13.7 million, or $0.36 per diluted share, compared to GAAP net income of $6.4 million, or $0.18 per diluted share, in the first quarter of 2018.   Non-GAAP net income was $21.5 million, or $0.56 per diluted share, compared to $11.8 million, or $0.32 per diluted share, in the first quarter of 2018.


 
The tables at the end of this press release include a reconciliation of GAAP to non-GAAP gross margin, operating income and net income for the three months ended March 31, 2019 and 2018. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
 
Balance Sheet and Net Cash Provided by Operating Activities:
 
·
As of March 31, 2019, CyberArk had $509.7 million in cash, cash equivalents, marketable securities and short-term deposits. This compares with $344.2 million in cash, cash equivalents, marketable securities and short-term deposits as of March 31, 2018 and $451.2 million as of December 31, 2018.
·
As of March 31, 2019, total deferred revenue was $171.1 million, a 43% increase from $119.5 million at March 31, 2018.
·
During the first quarter of 2019, the Company generated $45.9 million in net cash provided by operating activities, a 39% increase compared to $33.1 million in the first quarter of 2018.

Business Outlook

Based on information available as of May 14, 2019, CyberArk is issuing guidance as indicated below:
 
Second Quarter 2019:
 
·
Total revenue between $96.0 million and $98.0 million, representing 24% to 26% year-over-year growth.
·
Non-GAAP operating income between $22.0 million and $23.5 million.
·
Non-GAAP net income per share between of $0.45 and $0.48 per diluted share.
o
Assumes 39.1 million weighted average diluted shares.
 
Full Year 2019:
 
·
Total revenue between $415.0 million and $419.0 million, representing 21% to 22% year-over-year growth.
·
Non-GAAP operating income between $100.5 million and $103.5 million.
·
Non-GAAP net income per share between $2.10 and $2.16 per diluted share.
o
Assumes 38.9 million weighted average diluted shares.
 

 
Conference Call Information
 
CyberArk will host a conference call today, Tuesday, May 14, 2019 at 8:30 a.m. Eastern Time (ET) to discuss the company’s first quarter financial results and its business outlook. To access this call, dial +1 877-823-7693 (U.S.) or +1 647-689-4543 (international).  The conference ID is 5885529. 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 +1 800-585-8367 (U.S.) or +1 416-621-4642 (international). The replay pass code is 5885529. 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 privileged access security, a critical layer of IT security to protect data, infrastructure and assets across the enterprise, in the cloud and throughout the DevOps pipeline. CyberArk delivers the industry’s most complete solution to reduce risk created by privileged credentials and secrets. The company is trusted by the world’s leading organizations, including more than 50 percent of the Fortune 500, to protect against external attackers and malicious insiders. A global company, CyberArk is headquartered in Petach Tikva, Israel, with U.S. headquarters located in Newton, Mass. The company also has offices throughout the Americas, EMEA, Asia Pacific and Japan. To learn more about CyberArk, visit www.cyberark.com, read the CyberArk blogs or follow on Twitter via @CyberArk, LinkedIn or Facebook.
 
Copyright © 2019 CyberArk Software. All Rights Reserved. All other brand names, product names, or trademarks belong to their respective holders.
 
Non-GAAP Financial Measures
CyberArk believes that the use of non-GAAP gross profit, non-GAAP operating income and non-GAAP net income 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 income or net income or any other performance measures derived in accordance with GAAP.

·
Non-GAAP gross profit is calculated as gross profit excluding share-based compensation expense and amortization of intangible assets related to acquisitions.
 
·
Non-GAAP operating income is calculated as operating income excluding share-based compensation expense, acquisition related expenses and amortization of intangible assets related to acquisitions.
 
·
Non-GAAP net income is calculated as net income excluding share-based compensation expense, acquisition related expenses, amortization of intangible assets related to acquisitions and the tax effect of the non-GAAP adjustments.
 
The Company believes that providing non-GAAP financial measures that exclude share-based compensation, acquisition related expenses, amortization of intangible assets related to acquisitions and the tax effect of the non-GAAP adjustments 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 the tax effect of the non-GAAP adjustments do not reflect the performance of its core business and impact period-to-period comparability.


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 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, 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: changes in the rapidly evolving cyber threat landscape; failure to effectively manage growth; potential near-term declines in our operating and net profit margins and our revenue growth rate; real or perceived shortcomings, defects or vulnerabilities in the Company’s solutions or internal network system, or the failure of  the Company’s customers or channel partners to correctly implement the Company’s solutions; fluctuations in quarterly results of operations; the inability to acquire new customers or sell additional products and services to existing customers; competition from a wide variety of IT security vendors; the Company’s ability to successfully integrate recent and or future acquisitions; 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 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,
 
 
 
2018
   
2019
 
 
           
Revenues:
           
 License
 
$
38,494
   
$
51,284
 
 Maintenance and professional services
   
33,289
     
44,651
 
 
               
       Total revenues
   
71,783
     
95,935
 
 
               
 Cost of revenues:
               
 License
   
2,397
     
2,588
 
 Maintenance and professional services
   
8,891
     
10,979
 
 
               
        Total cost of revenues
   
11,288
     
13,567
 
 
               
 Gross profit
   
60,495
     
82,368
 
 
               
 Operating expenses:
               
 Research and development
   
12,984
     
16,331
 
 Sales and marketing
   
34,582
     
41,505
 
 General and administrative
   
8,899
     
10,905
 
 
               
        Total operating expenses
   
56,465
     
68,741
 
 
               
 Operating income
   
4,030
     
13,627
 
 
               
 Financial income, net
   
1,841
     
1,421
 
 
               
 Income before taxes on income
   
5,871
     
15,048
 
 
               
 Tax benefit (taxes on income)
   
550
     
(1,371
)
 
               
 Net income
 
$
6,421
   
$
13,677
 
 
               
 Basic net income per ordinary share
 
$
0.18
   
$
0.37
 
 Diluted net income per ordinary share
 
$
0.18
   
$
0.36
 
 
               
 Shares used in computing net income per ordinary shares, basic
   
35,454,102
     
37,046,472
 
 Shares used in computing  net income per ordinary shares, diluted
   
36,464,230
     
38,440,461
 
 
 Share-based Compensation Expense:
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2018
   
2019
 
 
           
 Cost of revenues
 
$
655
   
$
957
 
 Research and development
   
1,504
     
2,307
 
 Sales and marketing
   
2,417
     
3,685
 
 General and administrative
   
2,347
     
3,303
 
 
               
 Total share-based compensation expense
 
$
6,923
   
$
10,252
 


 
CYBERARK SOFTWARE LTD.
 Consolidated Balance Sheets
 U.S. dollars in thousands
 (Unaudited)
 
 
 
December 31,
   
March 31,
 
 
 
2018
   
2019
 
 
           
 ASSETS
           
 
           
 CURRENT ASSETS:
           
 Cash and cash equivalents
 
$
260,636
   
$
301,902
 
 Short-term bank deposits
   
106,399
     
109,285
 
 Marketable securities
   
59,948
     
55,161
 
 Trade receivables
   
48,431
     
34,517
 
 Prepaid expenses and other current assets
   
6,349
     
9,800
 
 
               
 Total current assets
   
481,763
     
510,665
 
 
               
 LONG-TERM ASSETS:
               
 Property and equipment, net
   
15,120
     
15,325
 
 Intangible assets, net
   
14,732
     
13,144
 
 Goodwill
   
82,400
     
82,400
 
 Marketable securities
   
24,261
     
43,376
 
 Other long-term assets
   
31,863
     
59,341
 
 Deferred tax asset
   
23,481
     
24,618
 
 
               
 Total long-term assets
   
191,857
     
238,204
 
 
               
 TOTAL ASSETS
 
$
673,620
   
$
748,869
 
 
               
 LIABILITIES AND SHAREHOLDERS' EQUITY
               
 
               
 CURRENT LIABILITIES:
               
 Trade payables
 
$
4,924
   
$
4,893
 
 Employees and payroll accruals
   
32,853
     
25,898
 
 Accrued expenses and other current liabilities
   
13,271
     
17,798
 
 Deferred revenues
   
92,375
     
104,506
 
 
               
 Total current liabilities
   
143,423
     
153,095
 
 
               
 LONG-TERM LIABILITIES:
               
 Deferred revenues
   
57,159
     
66,565
 
 Other long-term liabilities
   
6,268
     
27,113
 
 
               
 Total long-term liabilities
   
63,427
     
93,678
 
 
               
 TOTAL LIABILITIES
   
206,850
     
246,773
 
 
               
 SHAREHOLDERS' EQUITY:
               
 Ordinary shares of NIS 0.01 par value
   
95
     
96
 
 Additional paid-in capital
   
303,900
     
324,457
 
 Accumulated other comprehensive income (loss)
   
(939
)
   
152
 
 Retained earnings
   
163,714
     
177,391
 
 
               
 Total shareholders' equity
   
466,770
     
502,096
 
 
               
 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
 
$
673,620
   
$
748,869
 


 
CYBERARK SOFTWARE LTD.
Consolidated Statements of Cash Flows
U.S. dollars in thousands
(Unaudited)
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2018
   
2019
 
 
           
 Cash flows from operating activities:
           
 Net income
 
$
6,421
   
$
13,677
 
 Adjustments to reconcile net income to net cash
               
 provided by operating activities:
               
 Depreciation and amortization
   
2,194
     
2,778
 
 Amortization of premium and accretion of discount on marketable securities, net
   
101
     
(10
)
 Share-based compensation
   
6,923
     
10,252
 
 Deferred income taxes, net
   
(1,272
)
   
(1,311
)
 Decrease in trade receivables
   
6,927
     
13,914
 
 Increase in prepaid expenses and other current and long-term assets
   
(2,248
)
   
(5,347
)
 Increase in trade payables
   
3,191
     
871
 
 Increase in short-term and long-term deferred revenues
   
17,760
     
21,537
 
 Decrease in employees and payroll accruals
   
(3,003
)
   
(11,797
)
 Increase (decrease) in accrued expenses and other
               
 current and long-term liabilities
   
(3,922
)
   
1,294
 
 
               
 Net cash provided by operating activities
   
33,072
     
45,858
 
 
               
 Cash flows from investing activities:
               
 Proceeds from (Investment in) short and long term deposits
   
9,254
     
(2,913
)
 Investment in marketable securities
   
(9,933
)
   
(35,768
)
 Proceeds from maturities of marketable securities
   
7,423
     
21,651
 
 Purchase of property and equipment
   
(2,502
)
   
(2,297
)
 Payments for business acquisitions, net of cash acquired
   
(18,488
)
   
-
 
 
               
 Net cash used in investing activities
   
(14,246
)
   
(19,327
)
 
               
 Cash flows from financing activities:
               
 Proceeds from withholding tax related to employee stock plans
   
-
     
4,842
 
 Proceeds from exercise of stock options
   
1,942
     
9,918
 
 
               
 Net cash provided by financing activities
   
1,942
     
14,760
 
 
               
 Increase in cash, cash equivalents and restricted cash
   
20,768
     
41,291
 
 
               
 Cash, cash equivalents and restricted cash at the beginning of the period
 
$
162,521
   
$
261,883
 
 
               
 Cash, cash equivalents and restricted cash at the end of the period
 
$
183,289
   
$
303,174
 


 
CYBERARK SOFTWARE 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
 
 
 
March 31,
 
 
 
2018
   
2019
 
 
           
 Gross profit
 
$
60,495
   
$
82,368
 
 Plus:
               
 Share-based compensation - Maintenance & professional services
   
655
     
957
 
 Amortization of intangible assets - License
   
1,230
     
1,444
 
 
               
 Non-GAAP gross profit
 
$
62,380
   
$
84,769
 
 
Reconciliation of Operating Income to Non-GAAP Operating Income:
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2018
   
2019
 
 
           
 Operating income
 
$
4,030
   
$
13,627
 
 Plus:
               
 Share-based compensation
   
6,923
     
10,252
 
 Amortization of intangible assets - Cost of revenues
   
1,230
     
1,444
 
 Amortization of intangible assets -  Sales and marketing
   
198
     
144
 
 Acquisition related expenses
   
268
     
-
 
 
               
 Non-GAAP operating income
 
$
12,649
   
$
25,467
 

Reconciliation of Net Income to Non-GAAP Net Income:
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2018
   
2019
 
 
           
 Net income
 
$
6,421
   
$
13,677
 
 Plus:
               
 Share-based compensation
   
6,923
     
10,252
 
 Amortization of intangible assets - Cost of revenues
   
1,230
     
1,444
 
 Amortization of intangible assets -  Sales and marketing
   
198
     
144
 
 Acquisition related expenses
   
268
     
-
 
 Taxes on income related to non-GAAP adjustments
   
(3,229
)
   
(4,046
)
 
               
 Non-GAAP net income
 
$
11,811
   
$
21,471
 
 
               
 Non-GAAP net income per share
               
 Basic
 
$
0.33
   
$
0.58
 
 Diluted
 
$
0.32
   
$
0.56
 
 
               
 Weighted average number of shares
               
 Basic
   
35,454,102
     
37,046,472
 
 Diluted
   
36,464,230
     
38,440,461