EX-99.1 2 zfox-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

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ZeroFox Announces Third Quarter Fiscal Year 2024 Financial Results

Reports Record Annual Recurring Revenue and Quarterly Revenue while Generating Positive Free Cash Flow

 

Washington, D.C., – December 5, 2023 – ZeroFox Holdings, Inc. (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity, today announced financial results for the third quarter ended October 31, 2023.

“Q3 was another positive quarter for ZeroFox where we experienced strong top line growth while also generating positive free cash flow for the second consecutive quarter” said James C. Foster, Chairman and CEO of ZeroFox. “Our results validate that customers are increasingly seeking a converged, external cybersecurity platform to address complex, evolving cyber threats outside the perimeter. We believe we are the only AI-enabled platform that successfully combines Digital Risk Protection, Threat Intelligence, External Attack Surface Management, and Disruption to protect our growing customer base at scale. The breadth of our platform combined with our strength in on-demand response services positions us well for continued growth in the external cybersecurity market.”

 

Third Quarter Fiscal Year 2024 Financial Highlights

Revenue: Total revenue was $65.0 million.
Annual Recurring Revenue ("ARR") was $185.9 million.
Gross margin: GAAP gross margin was 30% and non-GAAP gross margin was 38%. GAAP subscription gross margin was 52% and non-GAAP subscription gross margin was 73%.
Loss from Operations: GAAP loss from operations was $86.9 million. Non-GAAP loss from operations was $2.5 million.
Cash and Cash Equivalents were $29.9 million on October 31, 2023, an increase of approximately $900,000 from July 31, 2023.

 

Recent Highlights

Ended the quarter with 1,330 subscription customers, including 182 subscription customers with ARR greater than $100,000 – an increase of 27% year-over-year.
Announced the renewal and expansion of an 8-figure contract with a strategic U.S. federal agency focused on cybersecurity. Through this contract and program, the ZeroFox platform is used by thousands of users across more than 200 departments and agencies across federal, state, and local governments to provide cyber threat intelligence, attack surface intelligence, and advanced security operations support.
Launched multiple anti-phishing capabilities providing customers continuous protection against evolving domain-based threats. Key capabilities include anti-cloaking capabilities, SSL monitoring, enhanced subdomain coverage, and weblog monitoring.
Announced new enhancements to physical security intelligence services including interactive mapping capabilities that allow security teams to better visualize and detect physical threats in close proximity to their critical assets and people.

 


 

Released the annual 2024 Threat Forecast Report providing an in-depth assessment of anticipated external threat trends and strategic recommendations to counter threats and enhance cybersecurity resilience. ZeroFox intelligence experts predict increasing threats from ransomware and digital extortion incidents, initial access brokers, social engineering, artificial intelligence, and election-related threats among others.
Awarded the 2023 CyberSecurity Breakthrough Award for “Overall Incident Response Solution of the Year.”
Recognized as a technology leader in the 2023 Quadrant SPARK Matrix™ by Quadrant Knowledge Solutions.

 

Financial Outlook

 

For the fourth quarter of fiscal year 2024, the Company currently expects:

Revenue of $56.0 million to $58.0 million.
Non-GAAP loss from operations of $5.8 million to $4.8 million.

 

For the full fiscal year 2024, the Company currently expects:

Revenue of $228.7 million to $230.7 million.
Non-GAAP loss from operations of $21.4 million to $20.4 million.

 

ZeroFox has not reconciled its expectations as to non-GAAP loss from operations to their most directly comparable GAAP measures because certain items are out of ZeroFox’s control or cannot be reasonably predicted. Accordingly, a reconciliation for forward-looking non-GAAP loss from operations is not available without unreasonable effort.

 

Additional information regarding the non-GAAP financial measures and key business measures discussed in this release, including an explanation of these measures and how each is calculated, is included below under the heading “Use of Non-GAAP Financial Measures and Key Business Measures.” A reconciliation of non-GAAP to GAAP financial measures has also been provided in the financial tables included below and is available on our Investor Relations website.

 

About ZeroFox

 

ZeroFox (Nasdaq: ZFOX), an enterprise software-as-a-service leader in external cybersecurity, has redefined security outside the corporate perimeter on the internet, where businesses operate, and threat actors thrive. The ZeroFox platform combines advanced AI analytics, digital risk and privacy protection, full-spectrum threat intelligence, and a robust portfolio of breach, incident and takedown response capabilities to expose and disrupt phishing and fraud campaigns, botnet exposures, credential theft, impersonations, data breaches, and physical threats that target your brands, domains, people, and assets. Join thousands of customers, including some of the largest public sector organizations as well as finance, media, technology and retail companies to stay ahead of adversaries and address the entire lifecycle of external cyber risks. ZeroFox and the ZeroFox logo are trademarks or registered trademarks of ZeroFox, Inc. and/or its affiliates in the U.S. and other countries. Visit www.zerofox.com for more information.

 

Conference Call and Webcast Information

 

ZeroFox will host a conference call today, December 5, 2023, at 8:00 a.m. to discuss its financial results. To access this call via webcast, please use this link: ZeroFox F3Q24 Earnings Call. The live webcast and a webcast replay of the conference call can be accessed from the investor relations page of ZeroFox’s website at https://ir.zerofox.com.

 

 


 

Forward-Looking Statements

 

Certain statements in this press release are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including statements related to our anticipated financial results for our fourth quarter of fiscal year 2024 and fiscal year 2024, and prospects for growth opportunities in external cybersecurity and our progress to achieving profitability are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. The inclusion of any statement in this press release does not constitute an admission by ZeroFox or any other person that the events or circumstances described in such statement are material. These risks and uncertainties include, but are not limited to, the following: our ability to recognize the anticipated benefits of the business combination with IDX and of the LookingGlass acquisition; defects, errors, or vulnerabilities in the ZeroFox platform, the failure of the ZeroFox platform to block malware or prevent a security breach, misuse of the ZeroFox platform, or risks of product liability claims that would harm our reputation and adversely impact our business, operating results, and financial condition; if our enterprise platform offerings do not interoperate with our customers’ network and security infrastructure, or with third-party products, websites or services, our results of operations may be harmed; we may not timely and cost-effectively scale and adapt our existing technology to meet our customers’ performance and other requirements; our ability to introduce new products and solutions and features is dependent on adequate research and development resources and our ability to successfully complete acquisitions; our success depends, in part, on the integrity and scalability of our systems and infrastructure; we rely on third-party cloud providers to host and operate our platform, and any disruption of or interference with our use of these offerings may negatively affect our ability to maintain the performance and reliability of our platform which could cause our business to suffer; we rely on software and services from other parties; we have a history of losses, and we may not be able to achieve or sustain profitability in the future; if organizations do not adopt cloud, and/or SaaS-delivered external cybersecurity solutions that may be based on new and untested security concepts, our ability to grow our business and our results of operations may be adversely affected; we have experienced rapid growth in recent periods, and if we do not manage our future growth, our business and results of operations will be adversely affected; we face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition, and results of operations; competitive pricing pressure may reduce revenue, gross profits, and adversely affect our financial results; adverse general and industry-specific economic and market conditions and reductions in customer spending, in either the private or public sector, including as a result of inflation and geopolitical uncertainty such as the ongoing conflict between Russia and Ukraine, and the Israel Hamas War, may reduce demand for our platform or products and solutions, which could harm our business, financial condition and results of operations; the COVID-19 pandemic could adversely affect our business, operating results, and financial condition; if we fail to adapt to rapid technological change, evolving industry standards and changing customer needs, requirements or preferences, our ability to remain competitive could be impaired; one U.S. government customer accounts for a substantial portion of our revenues; and we rely heavily on the services of our senior management team.

 

Additional information concerning these, and other risks, is described under the “Risk Factors” section of our final prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933 on September 26, 2023, in connection with our Post-effective Amendment No. 1 to Form S-1 on Form S-3 Registration Statement, and in other filings filed with the SEC. We expressly disclaim any obligation to update any of these forward-looking statements, except to the extent required by applicable law.

 

 


 

Use of Non-GAAP Financial Measures and Key Business Measures

 

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures and key business measures are useful in evaluating our operating performance. We use the following non-GAAP financial information and key business measures 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 by excluding certain items that may not be indicative of our business, results of operations or outlook. 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.

Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures and key business measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key business measures as tools for comparison.

A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not 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 and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, excluding stock-based compensation expense and amortization of acquired intangible assets.

Non-GAAP Subscription Gross Profit and Non-GAAP Subscription Gross Margin

We define non-GAAP subscription gross profit and non-GAAP subscription gross margin as GAAP subscription gross profit and GAAP subscription gross margin, respectively, excluding stock-based compensation expense and amortization of acquired intangible assets.

 

Non-GAAP Services Gross Profit and Non-GAAP Services Gross Margin

We define non-GAAP services gross profit and non-GAAP services gross margin as GAAP services gross profit and GAAP services gross margin, respectively, excluding stock-based compensation expense and amortization of acquired intangible assets.

Non-GAAP Research and Development Expense, Non-GAAP Sales and Marketing Expense and Non-GAAP General and Administrative Expense

We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, costs incurred for the August 2022 business combination, and purchase accounting adjustments from the August 2022 business combination.

 

 


 

Non-GAAP Loss from Operations

We define non-GAAP loss from operations as GAAP loss from operations, excluding stock-based compensation expense, amortization of acquired intangible assets, costs incurred for the August 2022 business combination, purchase accounting adjustments from the August 2022 business combination, and goodwill impairment charge.

Annual Recurring Revenue (ARR)

We define ARR as the annualized contract value of all recurring revenue related to contracts in place as of the reporting date assuming any contract is renewed on its existing terms. We continue to include ARR from customers whose term has expired within 90 days of the applicable measurement date for which we are actively negotiating renewal.

Subscription Customers

 

We define a subscription customer as any entity that has entered into a distinct subscription agreement for access to the ZeroFox platform or services for which the term has not ended or with which we are continuing to provide service and negotiating a renewal contract that expired within 90 days of the applicable measurement date. We do not consider our channel partners as customers. We treat managed service security providers, who may purchase our offerings on behalf of multiple companies, as a single subscription customer.

 


 

ZEROFOX HOLDINGS, INC.

Consolidated Statement of Operations

(Unaudited)

 

(in thousands, except share and per share data)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Subscription

 

$

23,748

 

 

$

15,174

 

 

$

65,191

 

Services

 

 

41,275

 

 

 

27,815

 

 

 

107,601

 

Total revenue

 

 

65,023

 

 

 

42,989

 

 

 

172,792

 

Cost of revenue (1)(2)

 

 

 

 

 

 

 

 

 

Subscription

 

 

11,388

 

 

 

8,921

 

 

 

32,703

 

Services

 

 

33,806

 

 

 

21,359

 

 

 

86,594

 

Total cost of revenue

 

 

45,194

 

 

 

30,280

 

 

 

119,297

 

Gross profit

 

 

19,829

 

 

 

12,709

 

 

 

53,495

 

 

 

 

 

 

 

 

 

 

Operating expenses (1)(2)

 

 

 

 

 

 

 

 

 

Research and development

 

 

8,162

 

 

 

5,637

 

 

 

23,284

 

Sales and marketing

 

 

18,234

 

 

 

16,747

 

 

 

53,724

 

General and administrative

 

 

8,199

 

 

 

8,902

 

 

 

28,732

 

Goodwill impairment

 

 

72,148

 

 

 

698,650

 

 

 

72,148

 

Total operating expenses

 

 

106,743

 

 

 

729,936

 

 

 

177,888

 

Loss from operations

 

 

(86,914

)

 

 

(717,227

)

 

 

(124,393

)

Other (expense) income

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(3,917

)

 

 

(4,428

)

 

 

(11,217

)

Change in fair value of purchase consideration liability

 

 

2,439

 

 

 

 

 

3,645

 

Change in fair value of warrant liability

 

 

372

 

 

 

5,837

 

 

 

(512

)

Change in fair value of sponsor earnout shares

 

 

246

 

 

 

9,211

 

 

 

2,186

 

Total other expense

 

 

(860

)

 

 

10,620

 

 

 

(5,898

)

Loss before income taxes

 

 

(87,774

)

 

 

(706,607

)

 

 

(130,291

)

Benefit from income taxes

 

 

(1,082

)

 

 

(2,449

)

 

 

(8,784

)

Net loss after tax

 

$

(86,692

)

 

$

(704,158

)

 

$

(121,507

)

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.68

)

 

$

(6.03

)

 

$

(0.99

)

Weighted-average shares used in computation of net loss per share attributable to common stockholders, basic and diluted

 

 

126,586,116

 

 

 

116,853,297

 

 

 

122,662,666

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

(424

)

 

 

(18

)

 

 

(291

)

Total other comprehensive loss

 

 

(424

)

 

 

(18

)

 

 

(291

)

Total comprehensive loss

 

$

(87,116

)

 

$

(704,176

)

 

$

(121,798

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

\

 

 


 

ZEROFOX HOLDINGS, INC.

Consolidated Statement of Operations

(Unaudited)

 

1 Includes stock-based compensation as follows:

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Cost of revenue - subscription

 

$

59

 

 

$

8

 

 

$

138

 

Cost of revenue - services

 

 

37

 

 

 

1

 

 

 

79

 

Research and development

 

 

487

 

 

 

57

 

 

 

1,114

 

Sales and marketing

 

 

471

 

 

 

84

 

 

 

1,156

 

General and administrative

 

 

938

 

 

 

155

 

 

 

2,918

 

Total stock-based compensation expense

 

$

1,992

 

 

$

305

 

 

$

5,405

 

 

 

 

 

 

 

 

 

 

 

2 Includes amortization of acquired intangible assets as follows:

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Cost of revenue - subscription

 

$

4,933

 

 

$

4,635

 

 

$

14,670

 

Sales and marketing

 

 

4,475

 

 

 

5,850

 

 

 

16,941

 

General and administrative

 

 

908

 

 

 

854

 

 

 

2,700

 

Total amortization of acquired intangible assets

 

$

10,316

 

 

$

11,339

 

 

$

34,311

 

 

 

 

 

 

 

 

 

 

 

 

 


 

ZEROFOX HOLDINGS, INC.

Consolidated Balance Sheet

(Unaudited)

 

(in thousands, except share data)

 

October 31, 2023

 

 

January 31, 2023

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,864

 

 

$

47,549

 

Accounts receivable, net of allowance for doubtful accounts

 

 

38,319

 

 

 

29,609

 

Deferred contract acquisition costs, current

 

 

4,757

 

 

 

5,456

 

Prepaid expenses and other assets

 

 

12,243

 

 

 

5,300

 

Total current assets

 

 

85,183

 

 

 

87,914

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation

 

 

1,923

 

 

 

671

 

Capitalized software, net of accumulated amortization

 

 

291

 

 

 

253

 

Deferred contract acquisition costs, net of current portion

 

 

3,759

 

 

 

7,751

 

Acquired intangible assets, net of accumulated amortization

 

 

246,033

 

 

 

262,444

 

Goodwill

 

 

347,677

 

 

 

406,608

 

Operating lease right-of-use assets

 

 

4,031

 

 

 

720

 

Other assets

 

 

1,454

 

 

 

550

 

Total assets

 

$

690,351

 

 

$

766,911

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

858

 

 

$

3,099

 

Accrued compensation, accrued expenses, and other current liabilities

 

 

15,010

 

 

 

18,751

 

Current portion of long-term debt

 

 

938

 

 

 

15,938

 

Deferred revenue, current

 

 

77,643

 

 

 

47,977

 

Operating lease liabilities, current

 

 

1,555

 

 

 

406

 

Total current liabilities

 

 

96,004

 

 

 

86,171

 

 

 

 

 

 

 

Deferred revenue, net of current portion

 

 

9,960

 

 

 

5,981

 

Long-term debt, net of deferred financing costs

 

 

193,291

 

 

 

157,843

 

Purchase consideration liability

 

 

3,171

 

 

 

Operating lease liabilities, net of current portion

 

 

2,561

 

 

 

427

 

Warrants

 

 

383

 

 

 

2,581

 

Sponsor earnout shares

 

 

259

 

 

 

2,445

 

Deferred tax liability

 

 

6,978

 

 

 

22,592

 

Total liabilities

 

 

312,607

 

 

 

278,040

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Common stock, $0.0001 par value; 1,000,000,000 authorized shares; 124,544,300 and 118,190,135 shares issued and outstanding, respectively

 

 

12

 

 

 

12

 

Additional paid-in capital

 

 

1,254,308

 

 

 

1,243,637

 

Accumulated deficit

 

 

(876,184

)

 

 

(754,677

)

Accumulated other comprehensive loss

 

 

(392

)

 

 

(101

)

Total stockholders’ equity

 

 

377,744

 

 

 

488,871

 

Total liabilities and stockholders' equity

 

$

690,351

 

 

$

766,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

ZEROFOX HOLDINGS, INC.

Consolidated Statement of Cash Flows

(Unaudited)

 

(in thousands)

 

Nine Months Ended
October 31, 2023

 

 

 

 

 

Cash flows from operating activities:

 

 

 

Net loss

 

$

(121,507

)

Adjustments to reconcile net loss to net cash used in
   operating activities:

 

 

 

Goodwill impairment

 

 

72,148

 

Depreciation and amortization

 

 

980

 

Amortization of software development costs

 

 

88

 

Amortization of acquired intangible assets

 

 

34,311

 

Amortization of right-of-use assets

 

 

1,272

 

Amortization of deferred debt issuance costs

 

 

81

 

Stock-based compensation

 

 

5,405

 

Provision for bad debts

 

 

280

 

Gain on disposal of property and equipment

 

 

(4

)

Change in fair value of warrants

 

 

512

 

Change in fair value of purchase consideration liability

 

 

(3,645

)

Change in fair value of sponsor earnout shares

 

 

(2,186

)

Deferred taxes

 

 

(9,245

)

Noncash interest expense

 

 

10,540

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

 

(5,757

)

Deferred contract acquisition costs

 

 

(5,300

)

Prepaid expenses and other assets

 

 

(5,982

)

Accounts payable, accrued compensation, accrued
   expenses, and other current liabilities

 

 

(8,830

)

Deferred revenue

 

 

22,795

 

Operating lease liabilities

 

 

(1,505

)

Net cash used in operating activities

 

 

(15,549

)

 

 

 

 

Cash flows from investing activities:

 

 

 

Business acquisition - LookingGlass, net of cash acquired

 

 

(7,892

)

Purchases of property and equipment

 

 

(600

)

Capitalized software

 

 

(126

)

Net cash used in investing activities

 

 

(8,618

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Exercise of stock options

 

 

283

 

Proceeds from issuance of notes payable, net of issuance costs

 

 

7,425

 

Repayment of debt

 

 

(703

)

Net cash provided by financing activities

 

 

7,005

 

 

 

 

 

Foreign exchange translation adjustment

 

 

(211

)

 

 

 

 

Net change in cash, cash equivalents, and restricted cash

 

 

(17,373

)

Cash, cash equivalents, and restricted cash at beginning of year

 

 

47,649

 

Cash, cash equivalents, and restricted cash at end of year

 

$

30,276

 

 

 

 

 

Supplemental cash flow information:

 

 

 

Cash paid for interest

 

$

1,453

 

Cash paid for income taxes

 

 

1,866

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

Issuance of warrants along with issuance of debt

 

$

126

 

Issuance of common stock to partially satisfy purchase consideration liability

 

 

2,647

 

Accrual of purchase consideration in connection with business acquisition

 

 

9,465

 

Convertible note issued in connection with business acquisition

 

 

3,333

 

Operating lease liabilities arising from obtaining right-of-use assets

 

 

3,895

 

 

 


 

ZEROFOX HOLDINGS, INC.

Consolidated Statement of Cash Flows (Continued)

(Unaudited)

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheet that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

 

 

October 31, 2023

 

 

 

 

 

Cash and cash equivalents

 

$

29,864

 

Restricted cash included in other assets

 

 

412

 

Total cash, cash equivalents, and restricted cash shown in the
   condensed consolidated statements of cash flows

 

$

30,276

 

 

 

 


 

ZEROFOX HOLDINGS, INC.

Non-GAAP Financial Measures and Reconciliation to GAAP Results

(Unaudited)

Non-GAAP Gross Profit and Non-GAAP Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Revenue

 

$

65,023

 

 

$

42,989

 

 

$

172,792

 

Gross profit

 

 

19,829

 

 

 

12,709

 

 

 

53,495

 

Add: Stock-based compensation expense

 

 

96

 

 

 

9

 

 

 

217

 

Add: Amortization of acquired intangible assets

 

 

4,933

 

 

 

4,635

 

 

 

14,670

 

Non-GAAP gross profit

 

$

24,858

 

 

$

17,353

 

 

$

68,382

 

Gross margin

 

 

30

%

 

 

30

%

 

 

31

%

Non-GAAP gross margin

 

 

38

%

 

 

40

%

 

 

40

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Subscription Gross Profit and Non-GAAP Subscription Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Subscription revenue

 

$

23,748

 

 

$

15,174

 

 

$

65,191

 

Subscription gross profit

 

 

12,360

 

 

 

6,253

 

 

 

32,488

 

Add: Stock-based compensation expense

 

 

59

 

 

 

8

 

 

 

138

 

Add: Amortization of acquired intangible assets

 

 

4,933

 

 

 

4,635

 

 

 

14,670

 

Non-GAAP subscription gross profit

 

$

17,352

 

 

$

10,896

 

 

$

47,296

 

Subscription gross margin

 

 

52

%

 

 

41

%

 

 

50

%

Non-GAAP subscription gross margin

 

 

73

%

 

 

72

%

 

 

73

%

 

 

 

 

 

 

 

 

 

 

Non-GAAP Services Gross Profit and Non-GAAP Services Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Services revenue

 

$

41,275

 

 

$

27,815

 

 

$

107,601

 

Services gross profit

 

 

7,469

 

 

 

6,456

 

 

 

21,007

 

Add: Stock-based compensation expense

 

 

37

 

 

 

1

 

 

 

79

 

Non-GAAP services gross profit

 

$

7,506

 

 

$

6,457

 

 

$

21,086

 

Services gross margin

 

 

18

%

 

 

23

%

 

 

20

%

Non-GAAP services gross margin

 

 

18

%

 

 

23

%

 

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 


 

ZEROFOX HOLDINGS, INC.

Non-GAAP Financial Measures and Reconciliation to GAAP Results

(Unaudited)

 

Non-GAAP Research and Development Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Research and development expense

 

$

8,162

 

 

$

5,637

 

 

$

23,284

 

Less: Stock-based compensation expense

 

 

487

 

 

 

57

 

 

 

1,114

 

Non-GAAP research and development expense

 

$

7,675

 

 

$

5,580

 

 

$

22,170

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Sales and Marketing Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Sales and marketing expense

 

$

18,234

 

 

$

16,747

 

 

$

53,724

 

Less: Stock-based compensation expense

 

 

471

 

 

 

84

 

 

 

1,156

 

Less: Amortization of acquired intangible assets

 

 

4,475

 

 

 

5,850

 

 

 

16,941

 

Less: Purchase accounting adjustment from the August 2022 business combination

 

 

 

 

 

 

(3,147

)

Non-GAAP sales and marketing expense

 

$

13,288

 

 

$

10,813

 

 

$

38,774

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP General and Administrative Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

General and administrative expense

 

$

8,199

 

 

$

8,902

 

 

$

28,732

 

Less: Stock-based compensation expense

 

 

938

 

 

 

155

 

 

 

2,918

 

Less: Amortization of acquired intangible assets

 

 

908

 

 

 

854

 

 

 

2,700

 

Less: Expenses related to the August 2022 business combination

 

 

 

 

1,161

 

 

 

Non-GAAP general and administrative expense

 

$

6,353

 

 

$

6,732

 

 

$

23,114

 

 

Non-GAAP Loss from Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended
October 31, 2023

 

 

August 4, 2022 to October 31, 2022

 

 

Nine Months Ended
October 31, 2023

 

Loss from operations

 

$

(86,914

)

 

$

(717,227

)

 

$

(124,393

)

Add: Stock-based compensation expense

 

 

1,992

 

 

 

305

 

 

 

5,405

 

Add: Amortization of acquired intangible assets

 

 

10,316

 

 

 

11,339

 

 

 

34,311

 

Add: Expenses related to the August 2022 business combination

 

 

 

 

1,161

 

 

 

Add: Purchase accounting adjustment from the August 2022 business combination

 

 

 

 

 

 

(3,147

)

Add: Goodwill impairment

 

 

72,148

 

 

 

698,650

 

 

 

72,148

 

Non-GAAP loss from operations

 

$

(2,458

)

 

$

(5,772

)

 

$

(15,676

)

 

 

 

 

 

 

 

 

 

 

Media Inquiries

Maisie Guzi, ZeroFox

press@zerofox.com

 

Investor Relations

Todd Weller, ZeroFox

investor@zerofox.com