FALSE000171368300017136832024-05-252024-05-25


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)
May 25, 2024
___________________________________
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)
120 Holger Way
San Jose, California 95134
(Address of principal executive offices and zip code)
(408) 553-0288
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
___________________________________
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange of which registered
Common Stock, $0.001 Par ValueZSThe Nasdaq Stock Market LLC

 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 ☐
 
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. ☐ 


Item 2.02 Results of Operations and Financial Condition.
On May 30, 2024, Zscaler, Inc. (the "Company") issued a press release announcing its financial results for the third fiscal quarter ended April 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and Item 9.01 in this Current Report on 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Director
On and effective as of May 25, 2024, the Board of Directors (the “Board”) of the Company approved the expansion of the size of the Board from seven to eight and appointed James Beer as a Class III director of the Company, with a term expiring at the Company’s annual meeting of stockholders for the fiscal year ending July 31, 2025. Mr. Beer was also appointed to the Audit Committee of the Board.
There is no arrangement or understanding between Mr. Beer and any other persons pursuant to which Mr. Beer was selected as a director. Other than the indemnification agreement described in the following paragraph, Mr. Beer does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Beer will receive the standard compensation and equity awards provided to the Company’s non-employee directors and committee members for their service pursuant to the Company's Outside Director Compensation Policy. In addition, Mr. Beer will enter into the Company's standard form of director indemnification agreement, which was filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the SEC on February 16, 2018.
A copy of the Company's press release announcing Mr. Beer’s appointment is attached hereto as Exhibit 99.2.
The information in Exhibit 99.2 attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description of Exhibit
99.1
99.2
104Cover page interactive data file (embedded within the Inline XBRL document)
 
 


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.
May 30, 2024/s/Remo Canessa
Remo Canessa
Chief Financial Officer




Exhibit 99.1

Zscaler Reports Third Quarter Fiscal 2024 Financial Results
Third Quarter Highlights
•Revenue grows 32% year-over-year to $553.2 million
•Calculated billings grows 30% year-over-year to $628.0 million
•Deferred revenue grows 34% year-over-year to $1,577.0 million
•GAAP net income of $19.1 million compared to GAAP net loss of $46.0 million on a year-over-year basis
•Non-GAAP net income of $139.8 million compared to non-GAAP net income of $74.6 million on a year-over-year basis
SAN JOSE, California - May 30, 2024 - Zscaler, Inc. (Nasdaq: ZS), the leader in cloud security, today announced financial results for its third quarter of fiscal year 2024, ended April 30, 2024.
"We delivered an outstanding quarter driven by growing customer interest in our Zero Trust Exchange platform," said Jay Chaudhry, Chairman and CEO of Zscaler. "As threat actors evolve and continue to exploit firewall-based security, Zero Trust security remains a top IT priority, and an increasing number of enterprises are adopting our platform. To meet this demand, we are accelerating innovation, expanding our platform and building a strong go-to-market team to scale our business to $5 billion and beyond in ARR."
Third Quarter Fiscal 2024 Financial Highlights
•Revenue: $553.2 million, an increase of 32% year-over-year.
•Income (loss) from operations: GAAP loss from operations was $3.0 million, or 1% of revenue, compared to $55.7 million, or 13% of revenue, in the third quarter of fiscal 2023. Non-GAAP income from operations was $121.8 million, or 22% of revenue, compared to $63.9 million, or 15% of revenue, in the third quarter of fiscal 2023.
•Net income (loss): GAAP net income was $19.1 million, compared to GAAP net loss of $46.0 million in the third quarter of fiscal 2023. Non-GAAP net income was $139.8 million, compared to $74.6 million in the third quarter of fiscal 2023.
•Net income (loss) per share: GAAP net income per share, diluted, was $0.12, compared to GAAP net loss per share, diluted, of $0.32 in the third quarter of fiscal 2023. Non-GAAP net income per share was $0.88, compared to $0.48 in the third quarter of fiscal 2023.
•Cash flows: Cash provided by operations was $173.4 million, or 31% of revenue, compared to $108.5 million, or 26% of revenue, in the third quarter of fiscal 2023. Free cash flow was $123.1 million, or 22% of revenue, compared to $73.9 million, or 18% of revenue, in the third quarter of fiscal 2023.
•Deferred revenue: $1,577.0 million as of April 30, 2024, an increase of 34% year-over-year.
•Cash, cash equivalents and short-term investments: $2,240.0 million as of April 30, 2024, an increase of $139.8 million from July 31, 2023.

Recent Business Highlights
•In March 2024, acquired Avalor Technologies to advance artificial intelligence (AI) innovations. By combining Zscaler’s massive data foundation from its more than 400 billion daily transactions with Avalor’s Data Fabric for Security, including its over 150 pre-built integrations, this acquisition allows us to better enable customers to proactively identify critical vulnerabilities as well as improve operational efficiencies.

•In April 2024, acquired Airgap Networks to extend Zscaler's Zero Trust SASE leadership. By combining Zscaler’s Zero Trust SD-WAN and Airgap’s agentless segmentation technology, Zscaler can transform how enterprises
1

implement Zero Trust Segmentation to IoT/OT devices and critical infrastructure across branches, campuses, factories, and data centers, including east-west connectivity.

•Announced adding ZDX Copilot, Hosted Monitoring, and Data Explorer to the Zscaler Digital Experience™ (ZDX™) service. Our new AI assistant, ZDX Copilot, instantly analyzes and harnesses knowledge from over 500 trillion data points to provide IT operations, service desk, and security teams the insights they need.

•Named a Leader in the first-ever Forrester Wave™ Security Service Edge Solutions report for Q1 2024.

•Recognized as a Leader in the 2024 Gartner Magic Quadrant for Security Service Edge (SSE) for the third year in a row.

Financial Outlook
For the fourth quarter of fiscal 2024, we expect:
•Revenue of $565 million to $567 million
•Non-GAAP income from operations of $107 million to $109 million
•Non-GAAP net income per share of approximately $0.69 to $0.70, assuming approximately 165 million fully diluted shares outstanding
For the full year fiscal 2024, we expect:
•Revenue of approximately $2.140 billion to $2.142 billion
•Calculated billings of $2.603 billion to $2.606 billion
•Non-GAAP income from operations of $422 million to $424 million
•Non-GAAP net income per share of $2.99 to $3.01, assuming approximately 161 million fully diluted shares outstanding
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.

In August 2023, we completed an assessment of the useful lives of our servers and networking equipment, which resulted in an extension of their useful lives from four to five years. This change was effective beginning in fiscal year 2024. Based on the carrying amount of these assets as of July 31, 2023, the impact for each of the three and nine months ended April 30, 2024 was approximate a 60 basis point, benefit to our gross margin.

Guidance for non-GAAP income from operations excludes stock-based compensation expense and related employer payroll taxes, amortization of debt issuance costs, and amortization expense of acquired intangible assets. We have not reconciled our expectations of non-GAAP income from operations and non-GAAP net income per share to their most directly comparable GAAP measures because certain items are out of our control or cannot be reasonably predicted. For those reasons, we are also unable to address the probable significance of the unavailable information, the variability of which may have a significant impact on future results. Accordingly, a reconciliation for the guidance for non-GAAP income from operations and non-GAAP net income per share is not available without unreasonable effort.

For further information regarding why we believe 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" section of this press release.
2

Conference Call and Webcast Information
Zscaler will host a conference call for analysts and investors to discuss its third quarter of fiscal 2024 and outlook for its fourth quarter of fiscal 2024 and full year fiscal 2024 today at 1:30 p.m. Pacific time (4:30 p.m. Eastern time).
Date:Thursday, May 30, 2024
Time:1:30 p.m. PT
Webcast:
https://ir.zscaler.com
Dial-in:To join by phone, register at the following link: (https://register.vevent.com/register/BIe2c2c82d1e694dd3a00b3debc6f30548). After registering, you will be provided with a dial-in number and a personal PIN that you will need to join the call.
Upcoming Conferences
Fourth quarter of fiscal 2024 investor conference participation schedule:

•Bank of America Global Technology Conference in San Francisco
Wednesday, June 5, 2024

Sessions which offer a webcast will be available on the Investor Relations section of the Zscaler website at https://ir.zscaler.com/

Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding our future financial and operating performance, including our financial outlook for the fourth quarter of fiscal 2024 and full year fiscal 2024. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including but not limited to: macroeconomic influences and instability, including the ongoing effects of inflation, geopolitical events, operations and financial results and the economy in general; risks related to the use of AI in our platform; the impact of a government default or shut-down; 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, including fluctuations from period to period; our limited experience with new products and subscriptions 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 and our ability to remain competitive; length of sales cycles; useful lives of our assets and other estimates; 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” set forth from time to time in our filings and reports with the Securities and Exchange Commission (SEC), including our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2024, filed on March 6, 2024, and our Annual Report on Form 10-K for the fiscal year ended July 31, 2023, filed on September 14, 2023, as well as future filings and reports by us, copies of which are 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, as actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of such risks and 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
We believe that the presentation of non-GAAP financial information provides important supplemental information to management and investors regarding financial and business trends relating to our financial condition and results of operations. For further information regarding why we believe 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” section of this press release.

3

About Zscaler
Zscaler (Nasdaq: ZS) accelerates digital transformation so customers can be more agile, efficient, resilient, and secure. The Zscaler Zero Trust Exchange™ platform protects thousands of customers from cyberattacks and data loss by securely connecting users, devices, and applications in any location. Distributed across more than 150 data centers globally, the SSE-based Zero Trust Exchange is the world’s largest in-line cloud security platform.
Zscaler™ and the other trademarks listed at https://www.zscaler.com/legal/trademarks are either (i) registered trademarks or service marks or (ii) trademarks or service marks of Zscaler, Inc. in the United States and/or other countries. Any other trademarks are the properties of their respective owners.

Investor Relations Contacts
Ashwin Kesireddy
VP, Investor Relations and Strategic Finance
(415) 483-6825
ir@zscaler.com

Natalia Wodecki
Media Relations Contact
press@zscaler.com

4

ZSCALER, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
Three Months EndedNine Months Ended
April 30,April 30,
2024202320242023
Revenue$553,201 $418,800 $1,574,903 $1,161,946 
Cost of revenue (1) (2)
118,331 95,849 346,924 260,150 
Gross profit434,870 322,951 1,227,979 901,796 
Operating expenses:
Sales and marketing (1) (2)
262,447 236,273 806,039 701,054 
Research and development (1) (2)
124,958 92,637 360,678 253,348 
General and administrative (1)
50,478 43,486 155,789 131,164 
Restructuring and other charges (1)
— 6,301 — 6,301 
Total operating expenses437,883 378,697 1,322,506 1,091,867 
Loss from operations(3,013)(55,746)(94,527)(190,071)
Interest income27,570 18,577 81,897 39,111 
Interest expense (3)
(2,764)(1,383)(9,528)(4,047)
Other expense, net(927)(809)(1,967)(1,531)
Income (loss) before income taxes20,866 (39,361)(24,125)(156,538)
Provision for income taxes (4)
1,742 6,685 18,703 15,123 
Net income (loss)$19,124 $(46,046)$(42,828)$(171,661)
Net income (loss) per share
Basic$0.13 $(0.32)$(0.29)$(1.19)
Diluted$0.12 $(0.32)$(0.29)$(1.19)
Weighted-average shares used in computing net income (loss) per share
Basic150,290 145,354 148,945 144,442 
Diluted154,081 145,354 148,945 144,442 
(1) Includes stock-based compensation expense and related payroll taxes as follows:
Cost of revenue$12,487 $10,025 $38,876 $28,281 
Sales and marketing45,490 51,417 170,013 162,099 
Research and development46,346 31,796 131,509 86,409 
General and administrative17,142 17,112 59,332 53,715 
Restructuring and other charges— 1,036 — 1,036 
Total$121,465 $111,386 $399,730 $331,540 
(2) Includes amortization expense of acquired intangible assets as follows:
Cost of revenue$2,962 $2,695 $8,396 $6,809 
Sales and marketing
279 200 731 556 
Research and development140 80 373 713 
Total$3,381 $2,975 $9,500 $8,078 
(3) Includes amortization of debt issuance costs:
$979 $974 $2,934 $2,919 
(4) Includes tax benefit associated with business acquisitions:
$(5,123)$— $(1,864)$— 

5

ZSCALER, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
April 30,July 31,
20242023
Assets
Current assets:
Cash and cash equivalents$1,259,197 $1,262,206 
Short-term investments980,802 838,026 
Accounts receivable, net506,284 582,636 
Deferred contract acquisition costs135,095 115,827 
Prepaid expenses and other current assets88,636 91,619 
Total current assets2,970,014 2,890,314 
Property and equipment, net330,646 242,355 
Operating lease right-of-use assets92,473 70,671 
Deferred contract acquisition costs, noncurrent268,079 259,407 
Acquired intangible assets, net68,959 25,859 
Goodwill417,029 89,192 
Other noncurrent assets51,551 30,519 
Total assets$4,198,751 $3,608,317 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$28,030 $18,481 
Accrued expenses and other current liabilities82,639 64,975 
Accrued compensation163,119 136,800 
Deferred revenue1,376,676 1,281,143 
Operating lease liabilities50,857 34,469 
Total current liabilities1,701,321 1,535,868 
Convertible senior notes, net1,137,687 1,134,159 
Deferred revenue, noncurrent200,338 158,533 
Operating lease liabilities, noncurrent46,897 41,917 
Other noncurrent liabilities19,369 12,728 
Total liabilities3,105,612 2,883,205 
Stockholders’ Equity
Common stock151 147 
Additional paid-in capital2,241,865 1,816,915 
Accumulated other comprehensive loss(15,675)(1,576)
Accumulated deficit(1,133,202)(1,090,374)
Total stockholders’ equity1,093,139 725,112 
Total liabilities and stockholders’ equity$4,198,751 $3,608,317 

6

ZSCALER, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine Months Ended
April 30,
20242023
Cash Flows from Operating Activities
Net loss$(42,828)$(171,661)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization expense47,033 39,769 
Amortization expense of acquired intangible assets9,500 8,078 
Amortization of deferred contract acquisition costs94,711 71,368 
Amortization of debt issuance costs2,934 2,919 
Non-cash operating lease costs34,913 23,320 
Stock-based compensation expense382,806 322,730 
Accretion of investments purchased at a discount(14,584)(3,389)
Unrealized (gains) losses on hedging transactions1,574 (1,140)
Deferred income taxes(5,769)158 
Other1,717 (947)
Changes in operating assets and liabilities, net of effects of business acquisitions
Accounts receivable78,406 23,005 
Deferred contract acquisition costs(122,651)(110,566)
Prepaid expenses, other current and noncurrent assets(23,452)(29,605)
Accounts payable7,520 (4,079)
Accrued expenses, other current and noncurrent liabilities14,647 14,861 
Accrued compensation12,816 10,933 
Deferred revenue132,354 154,256 
Operating lease liabilities(35,358)(23,603)
Net cash provided by operating activities576,289 326,407 
Cash Flows from Investing Activities
Purchases of property, equipment and other assets(95,204)(70,127)
Capitalized internal-use software(32,453)(23,962)
Payments for business acquisitions, net of cash acquired(361,781)(15,643)
Purchase of strategic investments(2,000)(2,200)
Purchases of short-term investments(1,003,972)(740,239)
Proceeds from maturities of short-term investments839,253 748,166 
Proceeds from sale of short-term investments47,165 25,083 
Net cash used in investing activities(608,992)(78,922)
Cash Flows from Financing Activities
Proceeds from issuance of common stock upon exercise of stock options11,287 3,194 
Proceeds from issuance of common stock under the employee stock purchase plan18,407 11,410 
Other— (2)
Net cash provided by financing activities29,694 14,602 
Net increase (decrease) in cash and cash equivalents
(3,009)262,087 
Cash and cash equivalents at beginning of period1,262,206 1,013,210 
Cash and cash equivalents at end of period$1,259,197 $1,275,297 

7

ZSCALER, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except percentages)
(unaudited)
Three Months EndedNine Months Ended
April 30,April 30,
2024202320242023
Revenue$553,201 $418,800 $1,574,903 $1,161,946 
Non-GAAP Gross Profit and Non-GAAP Gross Margin
GAAP gross profit$434,870 $322,951 $1,227,979 $901,796 
Add: Stock-based compensation expense and related payroll taxes12,487 10,025 38,876 28,281 
Add: Amortization expense of acquired intangible assets2,962 2,695 8,396 6,809 
Non-GAAP gross profit$450,319 $335,671 $1,275,251 $936,886 
GAAP gross margin79 %77 %78 %78 %
Non-GAAP gross margin81 %80 %81 %81 %
Non-GAAP Income from Operations and Non-GAAP Operating Margin
GAAP loss from operations$(3,013)$(55,746)$(94,527)$(190,071)
Add: Stock-based compensation expense and related payroll taxes121,465 111,386 399,730 331,540 
Add: Amortization expense of acquired intangible assets3,381 2,975 9,500 8,078 
Add: Restructuring and other charges, excluding stock-based compensation expense (1)
— 5,265 — 5,265 
Non-GAAP income from operations$121,833 $63,880 $314,703 $154,812 
GAAP operating margin(1)%(13)%(6)%(16)%
Non-GAAP operating margin22 %15 %20 %13 %

(1) In connection with a restructuring plan announced in March 2023, we incurred stock-based compensation expense of approximately $1.0 million, which is included in stock-based compensation expense and related payroll taxes.
8

ZSCALER, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share amounts)
(unaudited)
Three Months EndedNine Months Ended
April 30,April 30,
2024202320242023
Non-GAAP Net Income per Share, Diluted
GAAP net income (loss)$19,124 $(46,046)$(42,828)$(171,661)
Stock-based compensation expense and related payroll taxes121,465 111,386 399,730 331,540 
Amortization expense of acquired intangible assets 3,381 2,975 9,500 8,078 
Restructuring and other charges, excluding stock-based compensation expense (1)
— 5,265 — 5,265 
Amortization of debt issuance costs979 974 2,934 2,919 
Benefit for income taxes (2)
(5,123)— (1,864)— 
Non-GAAP net income$139,826 $74,554 $367,472 $176,141 
Add: Non-GAAP interest expense related to the convertible senior notes359 359 1,077 1,078 
Numerator used in computing non-GAAP net income per share, diluted$140,185 $74,913 $368,549 $177,219 
GAAP net income (loss) per share, diluted$0.12 $(0.32)$(0.29)$(1.19)
Stock-based compensation expense and related payroll taxes0.76 0.72 2.51 2.13 
Amortization expense of acquired intangible assets0.02 0.02 0.06 0.05 
Restructuring and other charges, excluding stock-based compensation expense (1)
— 0.03 — 0.03 
Amortization of debt issuance costs 0.01 0.01 0.02 0.02 
Benefit for income taxes (2)
(0.03)— (0.01)— 
Non-GAAP interest expense related to the convertible senior notes— — 0.01 0.01 
Adjustment to total fully diluted earnings per share (3)
— 0.02 0.01 0.09 
Non-GAAP net income per share, diluted$0.88 $0.48 $2.31 $1.14 
Weighted-average shares used in computing GAAP net income (loss) per share, diluted154,081 145,354 148,945 144,442 
Add: Outstanding potentially dilutive equity incentive awards (4)
— 2,492 4,306 3,249 
Add: Convertible senior notes (4)
7,626 7,626 7,626 7,626 
Less: Antidilutive impact of capped call transactions (5)
(2,050)— (1,539)— 
Weighted-average shares used in computing non-GAAP net income per share, diluted159,657 155,472 159,338 155,317 
___________

(1) In connection with a restructuring plan announced in March 2023, we incurred stock-based compensation expense of approximately $1.0 million, which is included in stock-based compensation expense and related payroll taxes.

(2) We use our GAAP provision for income taxes for purposes of determining our non-GAAP income tax expense. The difference between our GAAP and non-GAAP provision for income taxes represents primarily the effects of stock-based compensation expense and income tax effects associated with business acquisitions. The income tax benefit related to stock-based compensation expense included in the GAAP provision for income taxes was not material for all periods presented. In the fiscal quarter ended October 31, 2023, we recognized a tax expense of $3.3 million associated with the integration of a business acquisition. In the fiscal quarter ended April 30, 2024, we recorded a tax benefit of $5.1 million, associated with the reduction of the valuation allowance due to the establishment of deferred tax liabilities from a business acquisition.

(3) The sum of the fully diluted earnings per share impact of individual reconciling items may not total to fully diluted non-GAAP net income per share due to the weighted-average shares used in computing the GAAP net loss per share differs from the weighted-average shares used in computing the non-GAAP net income per share, and due to rounding of the individual reconciling items. The GAAP net loss per share calculation uses a lower share count as it excludes potentially dilutive shares, which are included in calculating the non-GAAP net income per share.

9

(4) For the three months ended April 30, 2024, potentially dilutive equity incentive awards are included in the computation of the GAAP net income per share, diluted and the convertible senior notes are excluded from this computation as their effect is antidilutive.

(5) We exclude the in-the-money portion of the convertible senior notes for non-GAAP weighted-average diluted shares as they are covered by our capped call transactions. Our outstanding capped call transactions are antidilutive under GAAP but are expected to mitigate the dilutive effect of the convertible senior notes, and therefore are included in the calculation of non-GAAP diluted shares outstanding. The capped calls have an antidilutive impact when the average stock price of our common stock in a given period is higher than their exercise price.


10


ZSCALER, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except percentages)
(unaudited)
Three Months EndedNine Months Ended
April 30,April 30,
2024202320242023
Calculated billings
Revenue$553,201 $418,800 $1,574,903 $1,161,946 
Add: Total deferred revenue, end of period1,577,014 1,175,373 1,577,014 1,175,373 
Less: Total deferred revenue, beginning of period(1,502,175)(1,111,880)(1,439,676)(1,021,123)
Calculated billings$628,040 $482,293 $1,712,241 $1,316,196 
Free cash flow
Net cash provided by operating activities$173,414 $108,469 $576,289 $326,407 
Less: Purchases of property, equipment and other assets
(35,651)(26,244)(95,204)(70,127)
Less: Capitalized internal-use software
(14,637)(8,339)(32,453)(23,962)
Free cash flow$123,126 $73,886 $448,632 $232,318 
Free cash flow margin
Net cash provided by operating activities, as a percentage of revenue31 %26 %37 %28 %
Less: Purchases of property, equipment and other assets, as a percentage of revenue
(6)%(6)%(6)%(6)%
Less: Capitalized internal-use software, as a percentage of revenue
(3)%(2)%(3)%(2)%
Free cash flow margin22 %18 %28 %20 %


11

ZSCALER, INC.
Explanation of Non-GAAP Financial Measures
In addition to our results determined in accordance with generally accepted accounting principles in the United States of America (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 GAAP. In particular, free cash flow is not a substitute for cash provided by 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 our historical non-GAAP financial measures to their most directly comparable financial measures stated in accordance with GAAP has been 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.
Expenses Excluded from Non-GAAP Measures
Stock-based compensation expense is excluded primarily because it is a non-cash expense that management believes is not reflective of our ongoing operational performance. Employer payroll taxes related to stock-based compensation, which is a cash expense, are excluded because these are tied to the timing and size of the exercise or vesting of the underlying equity awards and the price of our common stock at the time of vesting or exercise, which may vary from period to period independent of the operating performance of our business. Amortization expense of acquired intangible assets and non-recurring income tax expense or benefit associated with business acquisitions are excluded because these are considered by management to be outside of our core business operating performance. Restructuring and other charges includes severance and termination benefits in connection with a restructuring plan to streamline operations and to align people, roles and projects to our strategic priorities. These expenses are excluded because they fluctuate in amount and frequency and are not reflective of our core business operating performance. Amortization of debt issuance costs from the convertible senior notes are excluded because these are non-cash expenses and are not reflective of our ongoing operational performance. We estimate the tax effect of these items on our non-GAAP results and may adjust our GAAP provision for income taxes, if such effects have a material impact to our non-GAAP results.
Non-GAAP Financial Measures
Non-GAAP Gross Profit and Non-GAAP Gross Margin. We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense and related employer payroll taxes and amortization expense of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.
Non-GAAP Income from Operations and Non-GAAP Operating Margin. We define non-GAAP income from operations as GAAP loss from operations excluding stock-based compensation expense and related employer payroll taxes, amortization expense of acquired intangible assets and restructuring and other charges. We define non-GAAP operating margin as non-GAAP income from operations as a percentage of revenue.
Non-GAAP Net Income per Share, Diluted. We define non-GAAP net income as GAAP net income (loss) excluding stock-based compensation expense and related employer payroll taxes, amortization expense of acquired intangible assets, restructuring and other charges, amortization of debt issuance costs, and the tax effects of these items on our non-GAAP net income, if such effects have a material impact to our non-GAAP results. We define non-GAAP net income per share, diluted, as non-GAAP net income plus the non-GAAP interest expense divided by the weighted-average diluted shares outstanding, which includes the effect of potentially diluted common stock equivalents outstanding during the period and the anti-dilutive impact of the capped call transactions entered into in connection with the convertible senior notes.
Calculated Billings. We define calculated billings as 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 for 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.
Free Cash Flow and Free Cash Flow Margin. We define free cash flow as net cash provided by operating activities less purchases of property, equipment and other assets 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, equipment and other assets and capitalized internal-use software, can be used for strategic initiatives.
12


Exhibit 99.2

Zscaler Appoints Veteran Finance Executive James Beer to its Board of Directors
Beer's senior leadership experience in all areas of finance, team strategy, operations and execution at global companies complements Zscaler's business strategy

SAN JOSE, May 28, 2024 - Zscaler, Inc. (Nasdaq: ZS), the leader in cloud security, today announced, the appointment of James Beer to its board of directors and also to the audit committee of the board of directors. Following the appointment of Mr. Beer, the Zscaler board of directors consists of eight members.
“Mr. Beer brings extensive expertise in leading complex finance organizations at large-scale enterprises across multiple industries and will be a valuable asset in helping advance Zscaler’s long-term vision and growth strategy,” said Jay Chaudhry, CEO, chairman and founder, Zscaler. “As we continue to advance our leadership in helping organizations navigate their zero trust cloud transformation, we are committed to attracting and appointing leaders to Zscaler’s board of directors from varying experiences and diverse backgrounds. James’ unique qualifications will bring in new perspectives and help us achieve our goal to accelerate our customers’ secure digital transformation journeys.”
Most recently, Mr. Beer served as the chief financial officer of Atlassian Corporation, a leading provider of team collaboration and productivity software. Mr. Beer is currently a board member of Alaska Air Group and DocuSign, Inc. Mr. Beer holds a Bachelor of Science degree in aeronautical engineering from Imperial College London and a Master's degree in Business Administration from Harvard Business School.
About Zscaler
Zscaler (NASDAQ: ZS) accelerates digital transformation so customers can be more agile, efficient, resilient, and secure. The Zscaler Zero Trust Exchange protects thousands of customers from cyberattacks and data loss by securely connecting users, devices, and applications in any location. Distributed across more than 150 data centers globally, the SASE-based Zero Trust Exchange is the world’s largest in-line cloud security platform.
Zscaler™ and the other trademarks listed at https://www.zscaler.com/legal/trademarks are either (i) registered trademarks or service marks or (ii) trademarks or service marks of Zscaler, Inc. in the United States and/or other countries. Any other trademarks are the properties of their respective owners.

Media Contact:
Pavel Radda
pradda@zscaler.com
Investor Relations Contact:
Ashwin Kesireddy, VP, of IR and Strategic Finance
ir@zscaler.com


1
v3.24.1.1.u2
Cover Page
May 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 25, 2024
Entity Registrant Name Zscaler, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38413
Entity Tax Identification Number 26-1173892
Entity Address, Address Line One 120 Holger Way
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95134
City Area Code 408
Local Phone Number 553-0288
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 Par Value
Trading Symbol ZS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001713683
Zscaler (NASDAQ:ZS)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024 Click aqui para mais gráficos Zscaler.
Zscaler (NASDAQ:ZS)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024 Click aqui para mais gráficos Zscaler.