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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported)
June 6, 2018
___________________________________
Zscaler, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
 
 
 
 
Delaware
(State or other jurisdiction of incorporation or organization)
001-38413
(Commission File Number)
26-1173892
(I.R.S. Employer Identification Number)
110 Rose Orchard Way
San Jose, California 95134
 
(Address of principal executive offices and zip code)
(408) 533-0288
 
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ý
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ý
 



Item 2.02 Results of Operations and Financial Condition.
On June 6, 2018, Zscaler, Inc. (“Zscaler”) issued a press release announcing its financial results for the quarter ended April 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference.
The information contained in this Item 2.02 and Item 9.01 in this Form 8-K, including the accompanying Exhibit 99.1 hereto 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, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 8.01 Other Events

Zscaler Disclosure Channels to Disseminate Information
Zscaler investors and others should note that we announce material information to the public about our company, products and services and other issues through a variety of means, including Zscaler’s website (www.zscaler.com), its investor relations website (ir.zscaler.com), its blogs (www.zscaler.com/blogs), press releases, SEC filings, public conference calls, and social media, in order to achieve broad, non-exclusionary distribution of information to the public. We encourage our investors and others to review the information we make public in these locations as such information could be deemed to be material information. Please note that this list may be updated from time to time.






Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit No.
Description of Exhibit
99.1
 
 


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Zscaler, Inc.
 
 
 
June 6, 2018
/s/
Remo Canessa
 
 
Remo Canessa
 
 
Chief Financial Officer


Exhibit



Exhibit 99.1

Zscaler Reports Third Quarter Fiscal 2018 Financial Results

•
Revenue grows 49% year over year to $49.2 million
•
Calculated billings grow 73% year over year to $54.7 million
•
Deferred revenue grows 61% year over year to $124.8 million
•
Raised $205.3 million in Initial Public Offering
SAN JOSE, California. - June 6, 2018 - Zscaler, Inc. (Nasdaq: ZS), a leader in cloud security, today announced financial results for its third fiscal quarter ended April 30, 2018.
"In our first quarter as a public company, we delivered very strong revenue and billings growth, as well as a solid year over year improvement in operating performance,” said Jay Chaudhry, Chairman and CEO of Zscaler.  "Our results reflect the strength of our security cloud platform and the momentum we’re seeing as our customers embrace and accelerate their cloud transformation.  We are also very pleased to generate positive free cash flow for the quarter.  We have the opportunity to dramatically change the legacy security market and to significantly reduce the costs of networking and security infrastructure."

Third Quarter Fiscal 2018 Financial Highlights
•
Total revenue was $49.2 million, an increase of 49% year-over-year.
•
GAAP loss from operations was $9.0 million, or 18% of total revenue, compared to $7.6 million in the third quarter of fiscal 2017, or 23% of total revenue. Non-GAAP loss from operations was $2.9 million, or 6% of total revenue, compared to $5.0 million of the third quarter of fiscal 2017, or 15% of total revenue. 
•
GAAP net loss was $8.8 million, compared to $7.6 million in the third quarter of fiscal 2017. Non-GAAP net loss was $2.6 million, compared to $5.0 million in the third quarter of fiscal 2017.
•
GAAP net loss per share was $0.14, compared to $0.34 for the third quarter of fiscal 2017. Pro forma non-GAAP net loss per share was $0.02, compared to $0.05 for the third quarter of fiscal 2017.
•
Net cash flow from operations was $8.1 million, compared to $0.2 million for the third quarter of fiscal 2017. Free cash flow was $3.7 million, or 7% of total revenue, compared to negative $1.8 million, or 5% of total revenue, in the third quarter of fiscal 2017.
•
Cash and cash equivalents were $287.4 million as of April 30, 2018. 
Reconciliations between GAAP and non-GAAP financial measures are provided in the tables of this press release.





Financial Outlook
For the fourth quarter of fiscal 2018, we expect:
•
Total revenue of $50.0 to $51.0 million
•
Non-GAAP loss from operations of $6.0 to $7.0 million
•
Pro forma non-GAAP net loss per share of $0.05 to $0.06 using shares outstanding of approximately 120.0 million

For the full fiscal 2018, we expect:
•
Total revenue of $184.0 to $185.0 million
•
Non-GAAP loss from operations of $19.0 to $20.0 million
•
Pro forma non-GAAP net loss per share of $0.17 to $0.18 using shares outstanding of approximately 110.0 million
These statements are forward-looking and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.
Guidance for non-GAAP financial measures excludes stock-based compensation and significant litigation-related expenses. We have not reconciled our expectations as to non-GAAP loss from operations and pro forma non-GAAP net loss per share to their most directly comparable GAAP measure because certain items are out of our control or cannot be reasonably predicted. Accordingly, a reconciliation for non-GAAP loss from operations and pro forma non-GAAP net loss per share is not available without unreasonable effort.

Conference Call Information
Zscaler will host a conference call for analysts and investors to discuss its third quarter fiscal 2018 earnings results and outlook for its fourth quarter fiscal 2018 today at 1:30 p.m., Pacific time (4:30 p.m. Eastern time).
Date:
Wednesday, June 6
Time:
1:30 p.m. PT (4:30 p.m. ET)
Webcast:
https://ir.zscaler.com/
Dial-in number:
(323) 794-2094 or (800) 263-0877, conference ID: 8313258
A live webcast of the conference call will be accessible from the Zscaler website at ir.zscaler.com. Listeners may log on to the call under the "Events & Presentations" section and select "Q3 2018 Zscaler Earnings Conference Call" to participate. A telephone replay of the conference call will be available at approximately 4:30 p.m. PT, June 6 through June 8, 2018 by dialing (888) 203-1112 or (719) 457-0820 and entering the passcode 8313258.

Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding our future financial and operating performance, including our financial outlook for the fourth fiscal quarter and full fiscal year 2018. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: our limited operating history; our ability to identify and effectively implement the necessary changes to address execution challenges; risks associated with managing our rapid growth; our limited experience with new product and subscription and support introductions and the risks associated with new products and subscription and support offerings, including the discovery of software bugs; our ability to attract and retain new customers; the failure to timely develop and achieve market acceptance of new products and subscriptions as well as existing products and subscription and support; rapidly evolving technological developments in the market for network security products and subscription and support offerings; length of sales cycles; and general market, political, economic and business conditions.
Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our final prospectus dated March 15, 2018, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (File No. 333-223072), which is available on our website at ir.zscaler.com and on the SEC’s website at www.sec.gov. You should not rely on these forward-looking statements. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of such uncertainties. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the




date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Use of Non-GAAP Financial Information
Zscaler believes that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. For further information regarding why Zscaler believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the “Explanation of Non-GAAP Financial Measures and Other Key Metrics” section of this press release.

About Zscaler
ZscalerTM enables the world’s leading organizations to securely transform their networks and applications for a mobile and cloud-first world. Its flagship services, Zscaler Internet AccessTM and Zscaler Private AccessTM, create fast, secure connections between users and applications, regardless of device, location, or network. Zscaler services are 100 percent cloud-delivered and offer the simplicity, enhanced security and improved user experience that traditional appliances are unable to match. Used in more than 185 countries, Zscaler operates a multi-tenant distributed cloud security platform, protecting thousands of customers from cyberattacks and data loss. Learn more at zscaler.com or follow us on Twitter @zscaler.
Zscaler, Zscaler Internet Access and Zscaler Private Access are registered trademarks of Zscaler, Inc.

Investor Relations Contact:
Bill Choi, CFA
Vice President, Investor Relations
(669) 255-0767
ir@zscaler.com
Media Relations Contact:
Angel Badagliacco
Manager, PR
(408) 313-5358
abadagliacco@zscaler.com





Zscaler, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
49,163

 
$
32,964

 
$
134,000

 
$
89,173

Cost of revenue(1)
9,424

 
6,997

 
26,374

 
19,438

Gross profit
39,739

 
25,967

 
107,626

 
69,735

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing(1)
29,892

 
20,689

 
83,930

 
55,601

Research and development(1)
9,907

 
7,778

 
27,899

 
24,952

General and administrative(1)
8,964

 
5,061

 
22,497

 
11,201

Total operating expenses
48,763

 
33,528

 
134,326

 
91,754

Loss from operations
(9,024
)
 
(7,561
)
 
(26,700
)
 
(22,019
)
Other income, net
610

 
183

 
1,019

 
379

Loss before income taxes
(8,414
)
 
(7,378
)
 
(25,681
)
 
(21,640
)
Provision for income taxes
357

 
184

 
1,003

 
551

Net loss
$
(8,771
)
 
$
(7,562
)
 
$
(26,684
)
 
$
(22,191
)
Accretion of Series C and D redeemable convertible preferred stock
(1,223
)
 
(2,355
)
 
(6,332
)
 
(7,088
)
Net loss attributable to common stockholders
$
(9,994
)
 
$
(9,917
)
 
$
(33,016
)
 
$
(29,279
)
Net loss per share attributable to common stockholders, basic and diluted
$
(0.14
)
 
$
(0.34
)
 
$
(0.73
)
 
$
(1.01
)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
73,818

 
29,583

 
45,047

 
28,875

_____
(1)  Includes stock-based compensation expense as follows:
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
 
(in thousands)
Cost of revenue
$
199

 
$
106

 
$
434

 
$
245

Sales and marketing
1,493

 
762

 
3,263

 
1,998

Research and development
960

 
306

 
1,852

 
5,231

General and administrative
657

 
412

 
1,557

 
862

Total stock-based compensation expense
$
3,309

 
$
1,586

 
$
7,106

 
$
8,336





Zscaler, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
 
 
 
 
April 30,
2018
 
July 31,
2017
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
287,443

 
$
87,978

Accounts receivable, net
40,215

 
39,052

Deferred contract acquisition costs
13,753

 
10,469

Prepaid expenses and other current assets
9,036

 
5,410

Total current assets
350,447

 
142,909

Property and equipment, net
20,441

 
13,139

Deferred contract acquisition costs, noncurrent
32,755

 
24,193

Other noncurrent assets
1,895

 
2,661

Total assets
$
405,538

 
$
182,902

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
4,944

 
$
3,763

Accrued expenses and other current liabilities
13,767

 
11,648

Accrued compensation
14,820

 
11,608

Liability for early exercise of unvested stock options
2,625

 
7,972

Deferred revenue
111,035

 
85,468

Total current liabilities
147,191

 
120,459

Deferred revenue, noncurrent
13,771

 
11,151

Other noncurrent liabilities
1,384

 
1,457

Total liabilities
162,346

 
133,067

Redeemable Convertible Preferred Stock
—

 
200,977

Stockholders’ Equity (Deficit)
 
 
 
Preferred stock
—

 
—

Common stock
119

 
18

Additional paid-in capital
434,250

 
18,734

Notes receivable from stockholders
(2,039
)
 
(7,878
)
Accumulated deficit
(189,138
)
 
(162,016
)
Total stockholders’ equity (deficit)
243,192

 
(151,142
)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
$
405,538

 
$
182,902






Zscaler, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
 
Nine Months Ended April 30,
 
2018
 
2017
Cash Flows From Operating Activities
 
 
 
Net loss
$
(26,684
)
 
$
(22,191
)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization expense
5,842

 
5,007

Amortization of deferred contract acquisition costs
9,354

 
5,992

Stock-based compensation expense
7,106

 
8,336

Other
278

 
(46
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(1,161
)
 
255

Deferred contract acquisition costs
(21,200
)
 
(11,660
)
Prepaid expenses and other assets
(3,341
)
 
(1,438
)
Accounts payable
(1,620
)
 
138

Accrued expenses and other liabilities
2,676

 
1,133

Accrued compensation
3,212

 
336

Deferred revenue
28,187

 
11,827

Net cash provided by (used in) operating activities
2,649

 
(2,311
)
Cash Flows From Investing Activities
 
 
 
Purchases of property and equipment
(11,008
)
 
(6,291
)
Capitalized internal-use software
(1,424
)
 
(146
)
Net cash used in investing activities
(12,432
)
 
(6,437
)
Cash Flows From Financing Activities
 
 
 
Proceeds from initial public offering, net of underwriting discounts and commissions
205,344

 
—

Payments of costs related to initial public offering
(3,566
)
 
—

Proceeds from issuance of common stock upon exercise of stock options
4,345

 
1,415

Proceeds from issuance of common stock related to early exercised stock options
869

 
—

Repurchases of unvested common stock
(3,090
)
 
—

Repayments of notes receivable from stockholders
5,346

 
1,856

Net cash provided by financing activities
209,248

 
3,271

Net increase (decrease) in cash and cash equivalents
199,465

 
(5,477
)
Cash and cash equivalents, beginning of period
87,978

 
92,842

Cash and cash equivalents, end of period   
$
287,443

 
$
87,365






Zscaler, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per percentage data)
(Unaudited)
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
49,163

 
$
32,964

 
$
134,000

 
$
89,173

 
 
 
 
 
 
 
 
Non-GAAP Gross Profit and Non-GAAP Gross Margin
 
 
 
 
 
 
 
Gross Profit
$
39,739

 
$
25,967

 
$
107,626

 
$
69,735

Add: Share-based compensation expense included in cost of revenue
199

 
106

 
434

 
245

Non-GAAP gross profit
$
39,938

 
$
26,073

 
$
108,060

 
$
69,980

Gross margin
81
 %
 
79
 %
 
80
 %
 
78
 %
Non-GAAP gross margin
81
 %
 
79
 %
 
81
 %
 
78
 %
 
 
 
 
 
 
 
 
Non-GAAP Loss from Operations and Non-GAAP Operating Margin
 
 
 
 
 
 
 
Loss from operations
$
(9,024
)
 
$
(7,561
)
 
$
(26,700
)
 
$
(22,019
)
Add:
 
 
 
 
 
 
 
Stock-based compensation expense
3,309

 
1,586

 
7,106

 
8,336

Litigation-related expenses
2,836

 
1,006

 
6,612

 
1,526

Non-GAAP loss from operations
$
(2,879
)
 
$
(4,969
)
 
$
(12,982
)
 
$
(12,157
)
Operating margin
(18
)%
 
(23
)%
 
(20
)%
 
(25
)%
Non-GAAP operating margin
(6
)%
 
(15
)%
 
(10
)%
 
(14
)%






Zscaler, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Non-GAAP net loss per share attributable to common stockholders
 
 
 
 
 
 
 
GAAP net loss attributable to common stockholders
$
(9,994
)
 
$
(9,917
)
 
$
(33,016
)
 
$
(29,279
)
Stock-based compensation expense
3,309

 
1,586

 
7,106

 
8,336

Litigation-related expenses
2,836

 
1,006

 
6,612

 
1,526

Accretion of Series C and D redeemable convertible preferred stock
1,223

 
2,355

 
6,332

 
7,088

Income tax expense effects(1)
—

 
—

 
—

 
—

Non-GAAP net loss attributable to common stockholders
$
(2,626
)
 
$
(4,970
)
 
$
(12,966
)
 
$
(12,329
)
 
 
 
 
 
 
 
 
GAAP net loss per share attributable to common stockholders, basic and diluted
$
(0.14
)
 
$
(0.34
)
 
$
(0.73
)
 
$
(1.01
)
Stock-based compensation expense
0.04

 
0.05

 
0.16

 
0.29

Litigation-related expenses
0.04

 
0.03

 
0.15

 
0.05

Accretion of Series C and D redeemable convertible preferred stock
0.02

 
0.08

 
0.14

 
0.25

Income tax expense effects(1)
—

 
—

 
—

 
—

Non-GAAP net loss per share attributable to common stockholders, basic and diluted(2)
$
(0.04
)
 
$
(0.17
)
 
$
(0.29
)
 
$
(0.43
)
 
 
 
 
 
 
 
 
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
73,818

 
29,583

 
45,047

 
28,875

___________
(1)
We do not include the effects of income taxes on non-GAAP items due to our continued history of non-GAAP losses and full valuation allowance.
(2)
The sum of the non-GAAP per share attributable to common stockholders of individual line items excluded from our non-GAAP net loss may not total to the non-GAAP net loss per share attributable to common stockholders due to rounding.






Zscaler, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Pro Forma Non-GAAP net Loss per Share Attributable to Common Stockholders
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
GAAP net loss attributable to common stockholders
$
(9,994
)
 
$
(9,917
)
 
$
(33,016
)
 
$
(29,279
)
Stock-based compensation expense
3,309

 
1,586

 
7,106

 
8,336

Litigation-related expenses
2,836

 
1,006

 
6,612

 
1,526

Accretion of Series C and D redeemable convertible preferred stock
1,223

 
2,355

 
6,332

 
7,088

Income tax expense effects (1)
—

 
—

 
—

 
—

Non-GAAP net loss attributable to common stockholders
$
(2,626
)
 
$
(4,970
)
 
$
(12,966
)
 
$
(12,329
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(2)
73,818

 
29,583

 
45,047

 
28,875

Pro forma adjustment to reflect assumed conversion of our convertible preferred stock as of the beginning of the period (2)
38,287

 
72,501

 
61,347

 
72,501

Weighted-average shares used in computing pro forma non-GAAP net loss per share attributable to common stockholders, basic and diluted
112,105

 
102,084

 
106,394

 
101,376

Pro forma non-GAAP net loss per share attributable to common stockholders, basic and diluted (2)
$
(0.02
)
 
$
(0.05
)
 
$
(0.12
)
 
$
(0.12
)
___________
(1)
We do not include the effects of income taxes on non-GAAP items due to our continued history of non-GAAP losses and full valuation allowance.
(2)
We define pro forma non-GAAP net loss per share attributable to common stockholders as the weighted-average shares used in computing the net loss per share attributable to common stockholders plus a pro forma adjustment to give effect to the automatic conversion of our redeemable convertible preferred stock into 72,500,750 shares of common stock as though the conversion had occurred as of the beginning of the periods presented. Upon the closing of our initial public offering on March 20, 2018, all our outstanding shares of redeemable convertible preferred stock automatically converted into 72,500,750 shares of common stock on a one-to-one basis.







Zscaler, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except percentage data)
(Unaudited)
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Calculated Billings
 
 
 
 
 
 
 
Revenue
$
49,163

 
$
32,964

 
$
134,000

 
$
89,173

Add: Total deferred revenue, end of period
124,806

 
77,740

 
124,806

 
77,740

Less: Total deferred revenue, beginning of period
(119,257
)
 
(79,091
)
 
(96,619
)
 
(65,913
)
Calculated billings
$
54,712

 
$
31,613

 
$
162,187

 
$
101,000

 
 
 
 
 
 
 
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Free Cash Flow
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
8,117

 
$
243

 
$
2,649

 
$
(2,311
)
Less: Purchases of property and equipment
(3,963
)
 
(1,878
)
 
(11,008
)
 
(6,291
)
Less: Capitalized internal-use software
(474
)
 
(146
)
 
(1,424
)
 
(146
)
Free cash flow
$
3,680

 
$
(1,781
)
 
$
(9,783
)
 
$
(8,748
)
As a percentage of revenue:
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
16
 %
 
1
 %
 
2
 %
 
(3
)%
Less: Purchases of property and equipment
(8
)%
 
(6
)%
 
(8
)%
 
(7
)%
Less: Capitalized internal-use software
(1
)%
 
—
 %
 
(1
)%
 
—
 %
Free cash flow margin
7
 %
 
(5
)%
 
(7
)%
 
(10
)%






Zscaler, Inc.
Third Quarter Fiscal 2018 Financial Results
Explanation of Non-GAAP Financial Measures and Other Key Metrics
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In particular, free cash flow is not a substitute for cash used in operating activities. Additionally, the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation of the company’s historical non-GAAP financial measures to their most directly comparable financial measure stated in accordance with U.S. GAAP has been provided in the financial statement tables included in this press release. Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures and key metrics as analytical tools. Investors are encouraged to review these reconciliations, and not to rely on any single financial measure to evaluate our business.
Non-GAAP Gross Profit and Non-GAAP Gross Margin. We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.
Non-GAAP Loss from Operations and Non-GAAP Operating Margin. We define non-GAAP loss from operations and non-GAAP operating margin as GAAP loss from operations and GAAP operating margin, respectively, excluding stock-based compensation expense and certain litigation-related expenses. These excluded litigation-related expenses are professional fees and related costs incurred by us in defending against significant claims that we deem not to be in the ordinary course of our business and, if applicable, accruals related to estimated losses in connection with these claims. There are many uncertainties and potential outcomes associated with any litigation, including the expense of litigation, timing of such expenses, court rulings, unforeseen developments, complications and delays, each of which may affect our results of operations from period to period, as well as the unknown magnitude of the potential loss relating to any lawsuit, all of which are inherently subject to change, difficult to estimate and could adversely affect our results of operations.
Non-GAAP Net Loss and Non-GAAP Net Loss per Share, Diluted. We define non-GAAP net loss as GAAP net loss plus stock-based compensation, litigation-related expenses and accretion of Series C and Series D redeemable convertible preferred stock. We do not include the effects of income taxes on non-GAAP items due to our continued history of non-GAAP losses and full valuation allowance. We define non-GAAP net loss per share, diluted, as non-GAAP net loss divided by the weighted-average diluted shares outstanding, which includes the dilutive effect of potentially diluted common stock equivalents outstanding during the period. Since we have reported net losses for all periods presented, we have excluded all potentially dilutive securities from the calculation of the diluted net loss per share as their effect is antidilutive and accordingly, basic and diluted net loss per share is the same for all periods presented. We believe that excluding these items from non-GAAP net loss and non-GAAP net loss per share, diluted, provides management and investors with greater visibility into the underlying performance of our core business operating results.
Pro Forma Non-GAAP Net Loss per Share, Diluted. We define pro forma non-GAAP net loss per share, diluted, as the weighted-average shares used in computing the GAAP net loss per share, diluted, plus a pro forma adjustment to give effect to the automatic conversion of our redeemable convertible preferred stock into 72,500,750 shares of common stock as though the conversion had occurred as of the beginning of the periods presented. Upon the closing of our initial public offering on March 20, 2018, all our outstanding shares of redeemable convertible preferred stock automatically converted into 72,500,750 shares of common stock on a one-to-one basis. We believe that giving effect to the conversion of our redeemable convertible preferred stock as though the conversion had occurred as of the beginning of the periods presented is necessary to provide meaningful comparison between periods.
Free Cash Flow and Free Cash Flow Margin. We define free cash flow as net cash used in operating activities less purchases of property and equipment and capitalized internal-use software. We define free cash flow margin as free cash flow divided by revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors about the amount of cash generated from our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business and strengthening our financial position.




Calculated Billings. We define calculated billings as total revenue plus the change in deferred revenue in a period. Calculated billings in any particular period aims to reflect amounts invoiced for subscriptions to access our cloud platform, together with related support services related to our new and existing customers. We typically invoice our customers annually in advance, and to a lesser extent quarterly in advance, monthly in advance or multi-year in advance.